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Golden Rim Resources Limited

ABN 39 006 710 774

Notice of General Meeting and Explanatory Memorandum to Shareholders

The Independent Expert has concluded the proposal the subject of Resolution 1 is not fair but is reasonable to the non-associated Shareholders of the Company

Date of Meeting Thursday 30 October 2014

Time of Meeting 11.00 am WST

Place of Meeting Royal Perth Golf Club Labouchere Road SOUTH PERTH WA 6151

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 Limited ABN 39 006 710 774 Notice of General Meeting

Notice is given that the General Meeting of Shareholders of Golden Rim Resources Limited (ABN 39 006 710 774) ( Company ) will be held at 11.00am WST on Thursday, 30 October 2014 at Royal Perth Golf Club, Labouchere Road, South Perth, Western Australia for the purpose of transacting the following business referred to in this Notice of General Meeting.

Agenda

1. Resolution 1 – Acquisition of Shares by Aurora Minerals Limited

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

“That, for the purposes of item 7 of section 611 of the Corporations Act and for all other purposes, the Company:

a) approves and authorises the Directors to issue to Aurora Minerals Limited ( Aurora ) a maximum of $1.35 million (plus interest) worth of fully paid ordinary shares in the capital of the Company ( Shares ) on conversion of amounts outstanding under the loan agreement between the Company and Aurora ( Loan Agreement ) in accordance with the Loan Agreement; and

b) agrees to the acquisition by Aurora and its associates, by way of the issue referred to in paragraph (a) of this Resolution, of a maximum of $1.35 million (plus interest) worth of Shares on conversion of amounts outstanding under the Loan Agreement in accordance with the Loan Agreement,

in each case on the terms and subject to the conditions more particularly described in the Explanatory Memorandum accompanying this Notice of Meeting”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 1 by Aurora Minerals Limited and any associate of Aurora Minerals Limited.

2. Resolution 2 – Proposed Capital Raising

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

“ That, subject to the passing of Resolution 1, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of:

a) up to 275,000,000 Shares at an issue price of $0.011 per Share; b) up to 137,500,000 free attaching Options (each with an exercise price of $0.0165 expiring on the date 36 months from issue); and

c) up to 16,500,000 Broker Options (each with an exercise price of $0.0165 expiring on the date 24 months from issue) to Sprott (or its nominee(s)),

under the Capital Raising, as more particularly described in the Explanatory Memorandum accompanying this Notice of Meeting. ”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 2 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed, and any associate of 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.

OTHER BUSINESS

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

Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

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Hayley Butcher Company Secretary Dated: 22 September 2014

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 their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

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).

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 who do not nominate the identity of their proxy, will be taken to have appointed the Chair 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 Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair 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, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.
To be effective, proxies must be lodged by 11.00am WST on 28 October 2014, being 48 hours prior to the commencement of the 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:

Security Transfer Registrars PO BOX 535 APPLECROSS WA 6953 AUSTRALIA

by faxing a completed Proxy Form to +61 8 9315 2233;

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, 48 hours prior to the Meeting being due to commence. If facsimile transmission is used, the Power of Attorney must be certified.

A proxy need not be a Shareholder.

Shareholders who are entitled to vote

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 generally vote, or abstain from voting, as they think fit. Should any resolution, other than those specified in this Notice, be proposed

In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations, 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 as at 5.00pm WST on 27 October 2014.

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Key reasons why you should vote in favour of Resolution 1 for the issue of Second Tranche Shares to Aurora

The Company considers that the issue of the Second Tranche Shares to Aurora has a number of key benefits for the Company and its Shareholders as summarised below.

1. Less cash flow strain – conversion of the balance of the Aurora loan into Shares will mean the Company does not have to repay the loan in cash. If Resolution 1 is not approved, the Company will need to raise further funds to repay the balance of the Aurora loan in addition to ongoing funding requirements to progress the Company’s projects.

2. Lack of alternative proposals – as noted above, if Shareholders do not approve Resolution 1, the Company will need to raise additional funds to repay the balance of the Aurora loan. The Directors consider that in the current economic climate, the Company has limited options to raise further funds and any further funds that can be raised are best directed to ongoing exploration work on the Company’s projects. There is no guarantee that the Company will be able to raise further funds. If the Company is able to source alternative funds solely for application to repay the Aurora loan (rather than for ongoing project work), it may be on terms that are less advantageous to the Company than the Aurora loan.

3. Ability to raise funds may increase - if the Shareholders approve the issue of Second Tranche Shares to Aurora, the Company’s borrowings will fall. This strengthening of the Company’s balance sheet may increase the Company’s ability to raise additional funds for the Company’s projects moving forward.

4. Reasonable – the Independent Expert has concluded that the proposal the subject of Resolution 1 is not fair, but is reasonable, on the basis that the advantages of the proposal outweigh the disadvantages.

5. Sprott raising – As detailed in the Explanatory Memorandum, the Capital Raising the subject of Resolution 2 is subject to the passing of Resolution 1. The Directors consider the Capital Raising to be in the best interests of the Company as it will enable the Company to raise funds for exploration at the Korongou Project and for general corporate purposes. If Resolution 1 is not passed, the Capital Raising will not proceed, and the Company may need to find alternative ways to raise funds. There is no guarantee the Company will be able to do this in the current economic climate.

Reasons why you may consider not voting in favour of Resolution 1 for the issue of Second Tranche Shares to Aurora

Shareholders should also be aware that there are some potential disadvantages of the issue of the Second Tranche Shares to Aurora as summarised below.

Not fair – the Independent Expert has concluded that the proposal the subject of Resolution 1 is not fair to the non-associated Shareholders of the Company. It has, however, been found to be reasonable.
Dilution – the issue of the Second Tranche Shares to Aurora will dilute Shareholders. The extent to which Shareholders will be diluted will depend on the Share price of the Company at the time of conversion. Information on this is set out in Section 3.2.
Significant Shareholder – Aurora currently holds approximately 19.5% of the Company’s issued capital and will increase its interest if Resolution 1 is approved and it decides to convert the balance of the loan. The extent of Aurora’s interest will depend on the Share price at the time of conversion. The greater Aurora’s interest in the Company, the more influence it will be able to assert on the Company’s operations, objectives and goals. Whilst (as detailed in Section 3.7) Aurora has stated that it does not currently intend to significantly change the Company’s business, there is no guarantee as to Aurora’s future intentions with respect to the Company. Such intentions may not be consistent with the intentions of management or the investment objectives of Shareholders.

The Independent Expert has concluded the proposal the subject of Resolution 1 is not fair but is reasonable to the non-associated Shareholders of the Company.

All Directors (other than Mr Martin Pyle who abstained from making a recommendation on Resolution 1 due to his position as a director of Aurora) recommend that Shareholders vote in favour of Resolution 1 for the reasons set out in section 5.

Golden Rim Resources Limited 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 the 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 to the Explanatory Memorandum.

RESOLUTION 1 – Acquisition of Shares by Aurora Minerals Limited

1. Background

Resolution 1 seeks Shareholder approval and authorisation for the purpose of item 7 of section 611 of the Corporations Act and for all other purposes, to allot and issue to Aurora a maximum of $1.35 million (plus interest) worth of Shares upon conversion of amounts outstanding under the Loan Agreement, and agreement to the acquisition by Aurora and its associates, by way of allotment, of a maximum of $1.35 million (plus interest) worth of Shares upon conversion of amounts outstanding under the Loan Agreement both in accordance with the terms of the Loan Agreement.

On 5 May 2014, the Company announced that it had secured $3 million of funding through a secured convertible loan from Aurora pursuant to the Loan Agreement. The loan is secured by a share mortgage over all of the shares the Company holds in Golden Rim Resources Burkina SARL. Funds borrowed have been and will continue to be used for the Company’s exploration work at the Balogo and Korongou projects, and working capital.

2. Summary of the key terms of the Loan Agreement

2.1 Principal and term

The principal amount of $3 million was drawn down on 13 May 2014. The loan will mature on 3 May 2015.

2.2 Repayment

In accordance with the Loan Agreement, repayment of the loan is by way of two tranches as follows:

a) subsequent to Shareholder approval received on 8 July 2014, the first tranche was repaid by converting $1.65 million of the loan into 206,250,000 Shares (at a deemed issue price of 0.8 cents per Share) ( First Tranche Shares ). The First Tranche Shares are being held escrow for a period not exceeding 6 months following their issue[1] ; and
b) subject to the receipt of Shareholder approval (the subject of Resolution 1), the second tranche is repayable by either of the following ways (or a combination of them):
at the election of Aurora, converting the remaining $1.35 million (plus interest) of the loan into Shares (at a deemed issue price per Share equal to a 20% discount to the 20 day VWAP of the Shares on ASX on the 20 trading days immediately prior to the date of notice of election given by Aurora to convert the loan) ( Second Tranche Shares ); or
the payment of cash.

In the event that Shareholder approval is not obtained following two Shareholder meetings for the issue of Second Tranche Shares, the Company and Aurora have agreed on a best endeavours basis to negotiate a transaction under which the outstanding amount will be applied to the subscription of Shares.

Early repayment may only be made with the consent of Aurora (in its discretion) if the Company sells, transfers or assigns any asset located in Burkina Faso for a cash amount of $1,500,000 or more and Aurora then elects to apply up to a maximum 50% of the value of the sale proceeds to the outstanding part of the loan.

2.3 Interest and fees

Aurora received a structuring fee equal to 6% of the total loan amount. Half of the structuring fee was refunded to the Company following Shareholder approval for the issue of the First Tranche Shares.

Following receipt of Shareholder approval for the issue of the First Tranche Shares interest payable on the loan was reduced to 10% per annum from 12% per annum.

1 The escrow period will terminate on the earlier of 6 months from the date of issue of the First Tranche Shares or the occurrence of any of the following: (i) a third party making a takeover offer under Chapter 6 of the Corporations Act for at least 50% of the Shares on issue in the Company; (ii) the Company completing a capital raising with a value of $1,500,000 or greater with a third party; (iii) the Company completing a debt raising valuing $1,500,000 or greater with a third party; or (iv) Aurora’s sale, assignment or disposal of any of the First Tranche Shares as part of a scheme of arrangement under Part 5.1 of the Corporations Act.

2.4 Capital raisings by the Company

Throughout the term of the loan, Aurora has a right to match any third party capital raising offer to the maximum value of the then outstanding amounts under the Loan Agreement (or such other maximum value the parties agree in writing) and offset that raising to the extent of the then outstanding amounts under the Loan Agreement. Aurora also has first right of refusal on capital raisings. In the event the Company proposes to undertake a rights issue, Aurora may underwrite and offset that underwritten amount to the extent of the then outstanding amounts under the Loan Agreement.

2.5 Aurora Board representation

For as long as Aurora maintains a 10% interest in the issued capital of the Company, it is entitled to have one nominee as a Director on the Board. As a result of the issue of the First Tranche Shares, Aurora currently holds approximately 19.50% of the issued capital of the Company and is entitled to appoint a nominee as a Director on the Board. Aurora has nominated Mr Martin Pyle as its nominee Director. Mr Pyle was appointed on 18 July 2014. A brief profile of Mr Pyle is set out below:

Mr Pyle is the Managing Director of Aurora. He has over 25 years of finance and resource industry experience. Mr Pyle’s professional geological career includes mine geology, exploration, resource and reserve estimation and feasibility study analysis. He also has experience as a resource analyst, mining industry consultant, company director and corporate advisor, including 17 years in senior roles with major stockbroking firms.Mr Pyle holds Bachelor of Science (First Class Honours – Geology) and Masters of Business Administration degrees.

2.6 Events of default

The Loan Agreement contains events of default that are customary for agreements of this nature.

Upon the occurrence of an event of default Aurora may, for so long as the event of default is continuing, by written notice to the Company declare the amounts outstanding under the Loan Agreement to be immediately due and payable without the need for any further demand or notice to be given.

2.7 Director undertakings

It is a condition of the Loan Agreement, that each Director (as at 2 May 2014) who holds in excess of 0.25% of the Company’s issued capital provide an unconditional and irrevocable undertaking to vote in favour of the issue of the Second Tranche Shares. Messrs Crabb, Mackay and Rodgers (subsequently retired) hold in excess of 0.25% of the Company’s issued capital and accordingly have undertaken to vote the Shares they control in favour of Resolution 1. In addition, Glenister Lamont intends to vote the Shares he controls in favour of Resolution 1. Further details of the Directors’ recommendations are set out in section 5.

3. Corporations Act Requirements

Shareholder approval is being sought pursuant to section 611 Item 7 of the Corporations Act.

Pursuant to section 606(1) of the Corporations Act, an entity must not acquire a relevant interest in issued voting shares in a listed company if the entity acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the entity and because of the transaction, that entity’s or another’s voting power in the company increases:

a) from 20% or below to more than 20%; or b) from a starting point above 20% and below 90%.

The voting power of an entity in a body corporate is determined in accordance with section 610 of the Corporations Act. The calculation of an entity’s voting power in a company involves determining the voting shares in the company in which the entity and the entity’s associates have a relevant interest.

An entity has a relevant interest in securities if it:

a) is the holder of the securities;
b) has the power to exercise, or control the exercise of, a right to vote attached to securities; or c) has the power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more entities can jointly exercise one of these powers, each of them is taken to have the power.

There are various exceptions to the prohibition in section 606, including under section 611 item 7 of the Corporations Act. Section 611 item 7 provides an exception to the prohibition in section 606, in circumstances where the shareholders of the company approve an acquisition of shares by virtue of an allotment or acquisition at a meeting at which no votes are cast by parties involved in the proposed acquisition, including their associates.

Shareholder approval under item 7 of section 611 of the Corporations Act is required for the issue of the Second Tranche Shares to Aurora because Aurora will, in conjunction with the First Tranche Shares, hold an interest that will be in excess of 20% of the issued capital of the Company, the details of which are set out below.

The following information is required to be provided to shareholders under ASIC Regulatory Guide 74. Shareholders are also referred to the Independent Expert’s Report prepared by BDO, which forms part of this Explanatory Statement.

3.1 Identity of the acquirer and their associates

The identity of the acquirer is Aurora. Aurora is a public company listed on the ASX. Aurora’s principal activities are exploration for and investment in mineral exploration both directly and indirectly. Aurora currently has exposure to minerals exploration through:

100% owned project as well as a joint venture exploration project in Western Australia;
its partially owned subsidiary Desert Mines and Metals Limited whose principal exploration activities are in South Korea;
its 19.5% interest in Golden Rim Resources Limited whose principal activities are in Burkina Faso; and
its 17.2% interest in Predictive Discovery Limited whose principal exploration activities are in Burkina Faso.

Aurora does not have any associates who have a relevant interest in Shares or who will obtain a relevant interest in the Shares Aurora currently holds or may acquire if the Second Tranche Shares are issued.

3.2 Potential increase in shareholding and potential maximum voting power of Aurora

Aurora currently holds 206,250,000 Shares giving it a relevant interest in 19.5% of the issued capital of the Company.

Pursuant to the Loan Agreement, Aurora may elect to have the remaining A$1.35 million outstanding under the Loan Agreement (plus interest) (or a portion thereof) converted into Shares. The number of Second Tranche Shares to be issued to Aurora is calculated according to the following formula:

up to $1.35 million (plus interest)

Conversion Price

Where the Conversion Price = 20% discount to the 20 day VWAP of Shares on ASX on the 20 trading days immediately prior to the date of notice of election to convert an amount outstanding under the Loan Agreement ( Conversion Price ).

The level of Aurora’s maximum potential shareholding is dependent upon:

a) whether Aurora elects to convert into Second Tranche Shares;
b) the Conversion Price for the Second Tranche Shares;
c) the number of Shares on issue at the time of issue of the Second Tranche Shares; and
d) the number of Shares held by Aurora at the time of issue of the Second Tranche Shares.

Table 1 below sets out the change in voting power and relevant interest if Resolution 1 is approved and the Second Tranche Shares are issued (please refer to section 4.2 of the Independent Expert’s Report for further discussion). The table assumes the following:

a) Aurora elects to convert the second tranche of the loan (i.e. $1.35 million (plus interest));
b) the conversion occurs just prior to maturity of the loan, when the maximum interest on the loan (being $160,173 will have accrued)
c) Aurora does not acquire any Shares between the date of this Notice and the date of issue of the Second Tranche Shares;
d) shareholdings on a fully diluted basis and an undiluted basis; and
e) no further Shares (including as a result of exercise of Options) are issued by the Company prior to the issue of the Second Tranche Shares.

Table 1 presents four different scenarios as follows:

a) Scenario 1 assumes that the conversion price will be $0.0008, being a 20% discount to $0.001 which is the lowest possible price shares can trade at on ASX.
b) Scenario 2 assumes that the conversion price will be $0.0048, being a 20% discount to $0.006 which is approximately half of the current share price of the Company.
c) Scenario 3 assumes that the conversion price will be $0.0096, being a 20% discount to $0.012 which is the approximate current share price of the Company.
d) Scenario 4 assumes that the conversion price will be $0.0192, being a 20% discount to $0.024 which is approximately double the current share price of the Company.

Shareholders should note that the scenarios contained in the table below are intended as a guide only. This is due to the Conversion Price for Second Tranche Shares not being a fixed amount capable of determination at a time prior to the date of notice of election by Aurora. The price of the Company’s shares is dependent on numerous factors, many of which are outside the control of the Company. The Directors cannot accurately predict the share price of the Company at the time (and if) the loan is converted. In particular, Shareholders should be aware that Scenario 1 represents the maximum dilution scenario, being the theoretical maximum voting power that Aurora will possess if the 20 day VWAP of shares in the Company is $0.001 (being the minimum

possible trading price of shares on the ASX). Although, the Directors cannot predict future Share price, they consider it unlikely, based on the Company’s recent share trading history, that the Share price will drop to as low as $0.001.

The Conversion Price could increase or decrease depending upon the Company’s Share price as traded on ASX. The lower the Conversion Price, the greater the number of Second Tranche Shares that will be issued to Aurora.

The Conversion Prices in the table below are intended as a guide only to illustrate the potential increase to Aurora’s shareholding and voting power.

The potential effect of the passing of Resolution 1 on the capital structure of the Company can be summarised as follows:

follows:
Table 1
	Scenario 1	Scenario 2	Scenario 3	Scenario 4
Conversion Price	0.0008	0.0048	0.0096	0.0192
Shares on issue	1,057,771,216	1,057,771,216	1,057,771,216	1,057,771,216
Options on issue	96,016,667	96,016,667	96,016,667	96,016,667
Fully diluted Shares on issue	1,153,787,883	1,153,787,883	1,153,787,883	1,153,787,883
Maximum number of Shares issued upon conversion (including conversion of interest)	1,887,716,250	314,619,375	157,309,688	78,654,844
Total Shares on issue after conversion (undiluted basis)	2,945,487,466	1,372,390,591	1,215,080,904	1,136,426,060
Total Shares on issue after conversion (fully diluted basis)	3,041,504,133	1,468,407,258	1,311,097,571	1,232,442,727
Shares currently held by Aurora	206,250,000	206,250,000	206,250,000	206,250,000
Shares held by Aurora following conversion	2,093,966,250	520,869,375	363,559,688	284,904,844
Total % shareholding of Aurora (undiluted basis)	71.09%	37.95%	29.92%	25.07%
Total % shareholding of Aurora (fully diluted basis)	68.85%	35.47%	27.73%	23.12%

If Resolution 2 is passed and the Company issues Shares under the Capital Raising, the interest of Aurora will be diluted. Accordingly, the table above represents the maximum percentage interest Aurora will have in the Company if Resolution 1 is passed and the Second Tranche Shares are issued.

There will be no changes to the number of Options on issue as a result of the issue of Second Tranche Shares.

As noted above the shareholdings of Aurora and other Shareholders and the impact of Resolution 1, cannot be definitively ascertained as the number of Second Tranche Shares to be issued will be determined by the Conversion Price and the amount (if any) that Aurora elects to convert into Second Tranche Shares. Table 1 above shows the potential change in Aurora’s voting power and relevant interest in Shares if Resolution 1 is approved and the Second Tranche Shares are issued.

3.3 Reasons for entering into Loan Agreement and issue of Shares to Aurora

Aurora’s investment has provided the Company with the certainty of sufficient funding moving forward to allow the Company to re-commence significant work programs in Burkina Faso.

As a result of the drawdown of the loan from Aurora, the Company re-commenced drilling, initially on the Korongou Project and subsequently on the Balogo Project. The funding provided by Aurora has also allowed the Company to meet approximately $0.4 million of the $0.9 million purchase option payments due , predominately on the Korongou Project, over the next 12 months.

3.4 Timing of the proposed acquisition of Shares by Aurora

Assuming Resolution 1 is approved, the Company will issue the Second Tranche Shares within five (5) days of receipt of a notice of election from Aurora. Aurora may elect to convert the Second Tranche during the

conversion period commencing 9 November 2014 and ending 22 March 2015 as agreed between the Company and Aurora under the Loan Agreement.

3.5 Material terms of the Loan Agreement

Please refer to the section entitled “Summary of key terms of the Loan Agreement” at section 2.

3.6 Other relevant agreements There are no other relevant agreements between Aurora and the Company that are conditional upon Shareholders approving Resolution 1 and the subsequent issue of Second Tranche Shares to Aurora.

3.7 Future intentions of Aurora

The Company understands Aurora and its associates have the following intentions for the Company:

a) It will remain in the resource exploration industry.
b) The current Board of Directors will continue. As set out in section 2.5, Aurora has exercised its right under the Loan Agreement to appoint a nominee director following the issue of the First Tranche Shares.
c) It will maintain its primary projects in Burkina Faso, being the Balogo and Korongou Projects. d) The Company has previously announced that it intends to divest its interest in its non-primary projects in Burkina Faso and its projects in Mali and Ivory Coast. Aurora does not intend to retain these projects.
e) The Company will require further funding as it develops its exploration assets. Aurora has no immediate intentions to inject further funding into the Company at this time.
f) It will continue the employment of the Company’s existing employees.
g) It is not the intention of Aurora to transfer any assets between the Company, and Aurora (and its associates).
h) It is not the intention of Aurora or its associates to re-deploy any assets or property of the Company.

It is Aurora and not the Company that has the right to elect to convert the second tranche of the loan into Second Tranche Shares (subject to the receipt of Shareholder approval). The Company has explained elsewhere in this Explanatory Memorandum that Aurora may be placed in a position of control over the Company under certain scenarios if Aurora is issued the Second Tranche Shares.

If Aurora were to gain effective control of the Company, subject to the Corporations Act and the Company’s Constitution, Aurora would have the ability to appoint a majority of the directors on the Company’s Board.

If the Company were to become a partly owned subsidiary of Aurora, the implementation of any change Aurora wishes to make to the objectives and goals of the Company (which Aurora has not currently identified) would be subject to:

a) the law and the ASX Listing Rules, particularly in relation to related party transactions and conflicts of interest; and
b) the legal obligation of the Company’s Board to act for proper purposes and in the best interests of the Company’s Shareholders as a whole.

3.8 Intention of Aurora to significantly change the financial or dividend distribution policies of the Company

The Company understands that Aurora has no intentions to significantly change the financial or dividend distribution policies of the Company.

3.9 Interests that any Director has in the placement or any relevant agreement

Mr Martin Pyle is Aurora’s nominee on the Company’s Board. Save for this, the Directors of the Company have no interest in the outcome of the proposed issue of Second Tranche Shares to Aurora.

3.10 Details of any person intended to become a Director if Resolution 1 is approved

There are no new proposed directors as a result of the proposed issue of Second Tranche Shares to Aurora.

As noted above in section 2.5, Aurora has the right to appoint a nominee Director to the Board when Aurora holds 10% or more of the issued capital of the Company.

As at the date of this Notice, Aurora holds 206,250,000 Shares giving it a relevant interest in 19.5% of the issued capital of the Company. As noted in Section 2.5, Aurora became entitled to appoint a nominee Director to the Board following the issue of the First Tranche Shares. Mr Martin Pyle was appointed a Director of the Company on 18 July 2014

4. Independent Expert’s Report

The Directors of the Company commissioned BDO to prepare an Independent Expert’s Report (refer Schedule 1) on the question of whether the proposal the subject of Resolution 1 is fair and reasonable to shareholders not associated with Aurora and its associates for the purpose of satisfying the requirements of the Corporations Act and ASIC Regulatory Guide 74. The Independent Expert’s Report is attached to and forms part of this Explanatory Memorandum. This report sets out a detailed examination of the proposal before shareholders and

provides such disclosures and information to enable shareholders to assess the merits of the proposal and decide whether to agree by resolution to the proposed allotment of Shares. The Independent Expert’s Report, to the extent that it is appropriate, sets out information required in accordance with ASIC Regulatory Guide 74 with respect to acquisitions under section 611 item 7 of the Corporations Act.

BDO have concluded that in their opinion the proposed transaction is not fair but is reasonable to the shareholders of the Company who are not associated with Aurora.

As detailed in the Independent Expert’s Report, BDO has formed the view that the proposed transaction is not fair because the value of a Share on a control basis prior to the proposed transaction is greater than the value of a Share on a minority basis following completion of the proposed transaction. However, BDO consider the proposed transaction to be reasonable because the advantages of the proposed transaction are greater than the disadvantages.

In summary, BDO consider the advantages and disadvantages of the transaction are as set out below:

4.1 Advantages

a) the conversion of the balance of the Aurora loan will place the Company under less cash flow strain;
b) in the current economic climate, BDO considers that the Company has limited options to raise further capital to repay the balance of the Aurora loan; and
c) conversion of the balance of the Aurora loan will strengthen the Company’s balance sheet, which may make it easier for the Company to raise capital in the future.

4.2 Disadvantages

a) BDO has concluded that the proposal is not fair to non-associated Shareholders because the value of a Share on a control basis prior to the proposed transaction is greater than the value of a Share on a minority basis following completion of the proposed transaction; and
b) the issue of the Tranche 2 Shares will dilute existing Shareholders.

Full details of BDO’s opinion and their reasoning is set out in the attached Independent Expert’s Report.

5 Directors’ recommendation

In light of the findings of the Independent Expert, and after considering the potential advantages and disadvantages of the transaction, the Directors (in the absence of Mr Pyle) recommend Shareholders vote in favour of the Resolution to approve the acquisition for the reasons set out below. Mr Pyle has declined to make a recommendation to Shareholders on how to vote as he is in a position of conflict as he is Aurora’s nominee on the Board.

If the Resolution is not approved and Aurora and the Company do not reach agreement on an alternate transaction under which the outstanding amount will be applied to the subscription of Shares, the Company may need to conduct a potentially dilutive capital raising or seek third party finance to meet its working capital requirements. There is no guarantee that the Company would be able to raise sufficient funds through either process. In any event, any alternative transaction with Aurora, if agreed, may be on less favourable terms to the Company (depending on various factors including market conditions) and will likely require the Company’s shareholders’ approval.

Each Director (as at 2 May 2014) who holds in excess of 0.25% of the Company’s issued capital has provided an unconditional and irrevocable undertaking to vote in favour of the issue of the Second Tranche Shares. Accordingly, each of Messrs Crabb, Mackay and Rodgers (subsequently retired) are voting the Shares they control in favour of Resolution 1.

Glenister Lamont intends to vote the Shares he controls in favour of Resolution 1.

6 Voting exclusion

No votes can be cast on Resolution 1 by Aurora or its associates.

7 Financial effect of the acquisition of the Second Tranche Shares by Aurora

7.1 Effect on capital structure

As noted in section 3.2 it is not possible to determine the exact number of Second Tranche Shares to be issued to Aurora because:

a) Aurora may not elect to convert the outstanding amount under the Loan Agreement into Second Tranche Shares; and
b) the Conversion Price for Second Tranche Shares not being a fixed amount capable of determination at a time prior to the date of notice of election by Aurora.

Section 3.2 sets out a table showing the number of securities currently on issue and a number of different scenarios of the impact of the issue of the Second Tranche Shares to Aurora may have.

7.2 Pro forma statement of financial position

Section 10.1 of the Independent Expert’s Report sets out the pro forma balance sheet of the Company as at 30 June 2014 adjusted for the effect of the proposal, based on different net asset values of Shares as assessed by the Independent Expert.

7.3 Financial impact if the Resolution is approved

If the Resolution is approved by Shareholders, the primary financial impact may be a reduction of up to $1.35 million (plus interest) in the liabilities of the Company.

7.4 Financial impact if the Resolution is not approved

The Company held unaudited cash and cash equivalents of $1,357,583 as at 30 June 2014 and does not expect to derive any significant cash inflows in the near future. If the Resolution is not approved, the Company may be required to repay $1.35 million (plus interest) in cash to Aurora in accordance with the terms of the Loan Agreement.

8 Application of Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company may not issue more than 15% of its issued capital in any 12 month period without Shareholder approval. Listing Rule 7.2 exception 16 provides that Listing Rule 7.1 does not apply to an issue of securities approved by Shareholders for the purposes of item 7 section 611 of the Corporations Act. As shareholder approval for Resolution 1 is being sought under item 7 section 611, the Company is not required to seek further Shareholder approval for the purposes of Listing Rule 7.1.

9 Other information

Neither the Company nor the Directors are aware of any additional information not set out in this Explanatory Memorandum that would be relevant to Shareholders in deciding how to vote on the Resolution.

RESOLUTION 2 – PROPOSED CAPITAL RAISING

1 Background

On 15 August 2014, the Company announced it had entered into a non-binding indicative term sheet ( Term Sheet ) with an affiliate of Sprott Inc. ( Sprott ) for Sprott to act as a finder for the Company in a non-brokered private placement offering ( Capital Raising ). On 10 September 2014, the Company announced it had entered into a formal finder’s agreement with Sprott in respect of the Capital Raising.

The key terms of the Capital Raising are set out below:

a) Raising - a minimum of 230 million Shares and up to a maximum 275 million Shares will be placed at an issue price of $0.011 per Share with one free attaching unlisted Option for every two Shares issued, to raise up to $3,025,000. Each Option will have an exercise price of $0.0165 and expire on the date that is 36 months following their issue ( Placement Options );
b) Fees - a 6% fee on the funds raised under the Capital Raising will be payable by the Company to Sprott. In addition, subject to Shareholder approval, the Company will issue Sprott options equal to 6% of the number of Shares issued under the Capital Raising, each option exercisable at $0.0165 and expiring on the date 24 months from issue ( Broker Options );
c) Conditions precedent – the Capital Raising is subject to shareholder approval, achievement of the minimum subscription of $3,025,000, the terms of the Placement Options and Broker Options being acceptable to ASX, due diligence and shareholders approving the issue of the Second Tranche Shares the subject of Resolution 1; and
d) Use of funds - the Company will use funds raised under the Capital Raising for exploration and development activities on the Company’s assets in Burkina Faso and for general corporate purposes.

As detailed in the explanatory notes to Resolution 1, the number of Second Tranche Shares which may be issued if Resolution 1 is passed will depend on the Share price of the Company at the time of conversion. Table 2 below sets out the indicative capital structure of the Company in different circumstances (using the same 4 scenarios used in Table 1:

	Scenario 1	Scenario 2	Scenario 3	Scenario 4
Current number of Shares on issue	1,057,771,216	1,057,771,216	1,057,771,216	1,057,771,216
Maximum number of Second Tranche Shares to be issued if Resolution 1 is passed	1,887,716,250	314,619,375	157,309,688	78,654,844
Maximum Number of Shares issued under the Capital Raising if Resolution 2 is passed	275,000,000	275,000,000	275,000,000	275,000,000
Maximum number of Shares on issue if Resolutions 1 and 2 are passed	3,220,487,466	1,647,390,591	1,490,080,904	1,411,426,060
Current number of Options on issue	96,016,667	96,016,667	96,016,667	96,016,667
Maximum number of Placement Options issued if Resolution 2 is passed	137,500,000	137,500,000	137,500,000	137,500,000
Maximum number of Broker Options issued if Resolution 2 is passed	16,500,000	16,500,000	16,500,000	16,500,000
Maximum number of Options on issue if Resolutions 1 and 2 are passed	250,016,667	250,016,667	250,016,667	250,016,667

In its role as finder for the Company Sprott (or its affiliate) may apply for Shares under the Capital Raising on its own behalf, in addition to the Broker Options and any existing holding of Shares. Any relevant interest acquired by Sprott (or its affiliate) pursuant to the Capital Raising will be subject to the requirements of the Corporations Act.

2 Listing Rule 7.1

Listing Rule 7.1 broadly provides that a company listed on ASX may issue (or agree to issue) equity securities up to 15% of its issued capital in any 12 month period. Prior shareholder approval is required if a proposed issue will exceed the 15% limit.

Accordingly, Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 and for all other purposes, for the issue of up to 275,000,000 Shares at an issue of price of $0.011 per Share together with up to 137,500,000 free attaching Placement Options and up to 16,500,000 Broker Options.

The following information in relation to the Shares and Options to be issued is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) the maximum number of Shares the Company can issue under the Capital Raising is 275,000,000. The maximum number of Placement Options the Company can issue is 137,500,000. The maximum number of Broker Options the Company can issue is 16,500,000;
(b) the Company will issue the Shares, and Placement Options and Broker Options no later than three 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 issued at an issue price of $0.011 per Share. The Placement Options are free attaching Options under the Capital Raising for which no additional cash consideration will be payable. The Broker Options will be issued to Sprott (or its nominees) as part consideration for services provided by Sprott in connection with the Capital Raising;
(d) the Shares and Placement Options will be issued to various clients of Sprott. None of the allottees will be related parties of the Company. The Broker Options will be issued to Sprott (or its nominees);
(e) the Shares will be 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. The full terms of the Placement Options are set out in Appendix A. The Placement Options will not be quoted on ASX. The full terms of the Broker Options are set out in Appendix B. The Broker Options will not be quoted on ASX;
(f) the funds raised by the Capital Raising will be used for exploration and development activities at the Company’s assets in Burkina Faso and for general corporate purposes; and
(g) the Company intends to allot the Shares, Placement Options and Broker Options on the one date.

3 Directors’ recommendation

The Directors consider the Capital Raising to be in the best interests of the Company and Shareholders and accordingly unanimously recommend Shareholders vote in favour of Resolution 2 in the absence of a superior proposal.

Glossary

$ means Australian dollars.

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

Aurora means Aurora Minerals Limited (ACN 106 304 787).

Board means the Directors.

Broker Options means Options with the terms and conditions set out in Annexure B.

Capital Raising has the meaning given on page 13.

Company means Golden Rim Resources Limited ABN 39 006 710 774.

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

Conversion Price has the meaning given to that term in section 3.2.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

First Tranche Shares has the meaning given to that term in section 2.2.

Independent Expert means BDO.

Listing Rules means the ASX Listing Rules.

Loan means the loan advanced by Aurora to the Company on the terms and conditions of the Loan Agreement

Loan Agreement means the Loan Agreement entered into between Aurora and the Company dated 2 May 2014.

Meeting means the General Meeting convened by the Notice.

Notice means this Notice of General Meeting.

Option means an option to acquire a Share.

Placement Option means an Option with the terms and conditions set out in Annexure A.

Proxy Form means the proxy form accompanying the Notice.

Resolution means a resolution contained in the Notice.

Second Tranche Shares has the meaning given to that in section 2.2.

Shareholder means a member of the Company from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

Sprott means an affiliate of Sprott Inc.

Term Sheet means the non-binding indicative term sheet between the Company and Sprott announced by the Company on ASX on 15 August 2014.

VWAP means the volume weighted average price.

WST means western standard time as recognised in Perth, Western Australia.

Appendix A – Terms of Placement Options

TERMS AND CONDITIONS OF OPTIONS

1. GENERAL

1.1 No monies will be payable for the grant of the options.
1.2
A certificate will be issued for the options.
1.3 The options shall expire at 5.00 pm Perth, Western Australia Time on the date that is three (3) years from the date of issue ( Expiry Date ).
1.4 Subject to clauses 1.3 and 2, the options may only be exercised by the holder of the options ( Optionholder ) prior to the time of expiry on the Expiry Date (the period during which options may be exercised referred to as the Exercise Period).

The Board may, at its discretion, by notice to the Optionholder reduce, waive or vary (provided such variation is not adverse to the Optionholder) the exercise conditions attaching to options under this clause 1.4 in whole or in part at any time and in any particular case, provided any required shareholder approval of the change is received.

1.5 Each option shall carry the right to subscribe for one fully paid ordinary share in the Company ( Share ).
1.6 Options may be exercised in parcels of not less than 10,000 except if the Optionholder holds less than 10,000 options, in which case the Optionholder must exercise all of the options he or she holds. An exercise of only some options shall not affect the rights of the Optionholder to the balance of the options.
1.7 The Shares allotted on the exercise of these options shall be issued at an exercise price of A$ 0.0165 per Share ( Exercise Price ), which price shall be payable in full on exercise of these options.
1.8 Options shall only be exercisable by the delivery to the registered office of the Company of a notice in writing during the Exercise Period. The notice must specify the number of options being exercised and must be accompanied by:
(i) the option certificate for those options, for cancellation by the Company and reissue of a certificate for the remaining options, if applicable; and
(ii) payment of the Exercise Price for each Share to be issued on exercise of the options specified in the notice.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) by the Expiry Date and subject to the options the subject of the notice vesting in accordance with any exercise conditions stipulated in these terms and conditions.

The Options may not be exercised in the United States or by or on behalf of a person in the United States unless the Options and the Option Shares have been registered under the U.S. Securities Act of 1933, as amended ( 1933 Act ) and any applicable U.S. state securities laws or an exemption is available from the registration requirements of the 1933 Act and any applicable state securities laws. However, the options may be exercised by any U.S. holder who:

(i) certifies that:
(A) it was an original purchaser of the Option;
(B) is an Accredited Investor as defined in Rule 501(a) under the 1933 Act; and
(C) the representations and warranties made to the Company in connection with the holder’s subscription for the Options remain true and correct on the date of the exercise; or

(ii) delivers to the Company a written opinion (expressed as for the benefit of the Company) of U.S. counsel of recognized standing to the effect that the exercise of the Option is exempt from registration under the 1933 Act.
1.9 The Company shall allot the resultant Shares and deliver the holding statements within ten (10) Business Days of the exercise of the option, provided such exercise is conducted during the Exercise Period.
1.10 These options shall not be listed for Official Quotation.
1.11
The options are not transferable for a period of one (1) year from the date of issue.
1.12 Shares allotted pursuant to an exercise of options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.
1.13 The Company shall, if the Company is listed on the Australian Securities Exchange ( ASX ) at the time:
(i) make application, in accordance with the Listing Rules, to have Shares allotted pursuant to an exercise of options listed for Official Quotation; and
(ii) take such action, to the extent that any action is required to be taken in order to facilitate the on-sale (that is, through the ASX) of Shares issued on exercise of options to the Optionholder, including, where required, giving to ASX (as soon as possible and in any event within five (5) business days of issue of the Shares) a notice under section 708A(5)(e) of the Corporations Act in respect of the Shares that complies with section 708A(6) of the Corporations Act 2001 (Cth.) ( Corporations Act ), or issuing a disclosure document in respect of the Shares.
1.14 The Optionholder is not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless the Optionholder:
(i) has become entitled to exercise the options under clauses 1.4 or 2; and
(ii) does so before the record date for the determination of entitlements to the new issue of securities and participates as a result of being a holder of Shares.

The Company must give the Optionholder, in accordance with the Listing Rules, notice of any new issue of securities before the record date for determining entitlements to the new issue.

1.15 There is no right to change the exercise price of an option nor the number of underlying Shares over which the option can be exercised, if the Company completes a bonus issue.
1.16 There is no right to change the exercise price of an option nor the number of underlying Shares over which the option can be exercised, if the Company completes a pro rata issue.
1.17 If, prior to the expiry of any options, there is a reorganisation of the issued capital of the Company, then the rights of a Optionholder (including the number of options to which each a Optionholder is entitled and the Exercise Price) shall be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation (whether or not the Company is listed on the ASX at the time).
1.18 The options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant options.

2. TAKEOVER PROVISIONS

Notwithstanding clause 1.4, all options may be exercised by the Optionholder:

(a) in the event a takeover bid (as defined in the Corporations Act) to acquire any Shares becomes or is declared to be unconditional, irrespective of whether the takeover bid extends to Shares issued and allotted after the date of the takeover bid or not; or
(b) at any time after a Change of Control Event has occurred; or

(c) if a merger by way of scheme of arrangement under the Corporations Act has been approved by the Court under section 411(4)(b) of the Corporations Act.

3. INTERPRETATION

In these Option Terms:

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 as constituted from time to time;

Business Day means a day on which banks are open for general banking business in Perth, other than a Saturday or a Sunday or public holiday and which is also a business day for the purposes of the Listing Rules;

Change of Control Event means a shareholder, or group of associated shareholders, being entitled to sufficient shares in the Company to give it or them the ability, and that ability is successfully exercised, in a general meeting, to replace all or a majority of the Board;

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

Corporations Act means Corporations Act 2001 (Cth);

Exercise Period means the period during which an Optionholder may exercise options;

Listing Rules means the official listing rules of ASX as amended, varied, modified or waived from time to time;

Official Quotation has the meaning ascribed to it in the Listing Rules; and

Optionholder means the person holding these options.

Appendix B – Terms of Broker Options

TERMS AND CONDITIONS OF BROKER OPTIONS

1. GENERAL

1.1 No monies will be payable for the grant of the options.
1.2
A certificate will be issued for the options.
1.3 The options shall expire at 5.00 pm Perth, Western Australia Time on the date that is two (2) years from the date of issue ( Expiry Date ).
1.4 Subject to clauses 1.3 and 2, the options may only be exercised by the holder of the options ( Optionholder ) prior to the time of expiry on the Expiry Date (the period during which options may be exercised referred to as the Exercise Period).

1.5 Each option shall carry the right to subscribe for one fully paid ordinary share in the Company ( Share ).
1.6 Options may be exercised in parcels of not less than 10,000 except if the Optionholder holds less than 10,000 options, in which case the Optionholder must exercise all of the options he or she holds. An exercise of only some options shall not affect the rights of the Optionholder to the balance of the options.
1.7 The Shares allotted on the exercise of these options shall be issued at an exercise price of A$ 0.0165 per Share ( Exercise Price ), which price shall be payable in full on exercise of these options.
1.8 Options shall only be exercisable by the delivery to the registered office of the Company of a notice in writing during the Exercise Period. The notice must specify the number of options being exercised and must be accompanied by:
(i) the option certificate for those options, for cancellation by the Company and reissue of a certificate for the remaining options, if applicable; and
(ii) payment of the Exercise Price for each Share to be issued on exercise of the options specified in the notice.

(i) certifies that:
(A) it was an original purchaser of the Option;
(B) is an Accredited Investor as defined in Rule 501(a) under the 1933 Act; and
(C) the representations and warranties made to the Company in connection with the holder’s subscription for the Options remain true and correct on the date of the exercise; or

(ii) delivers to the Company a written opinion (expressed as for the benefit of the Company) of U.S. counsel of recognized standing to the effect that the exercise of the Option is exempt from registration under the 1933 Act.
1.9 The Company shall allot the resultant Shares and deliver the holding statements within ten (10) Business Days of the exercise of the option, provided such exercise is conducted during the Exercise Period.
1.10 These options shall not be listed for Official Quotation.
1.11
The options are not transferable.
1.12 Shares allotted pursuant to an exercise of options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.
1.13 The Company shall, if the Company is listed on the Australian Securities Exchange ( ASX ) at the time:
(i) make application, in accordance with the Listing Rules, to have Shares allotted pursuant to an exercise of options listed for Official Quotation; and
(ii) take such action, to the extent that any action is required to be taken in order to facilitate the on-sale (that is, through the ASX) of Shares issued on exercise of options to the Optionholder, including, where required, giving to ASX (as soon as possible and in any event within five (5) business days of issue of the Shares) a notice under section 708A(5)(e) of the Corporations Act in respect of the Shares that complies with section 708A(6) of the Corporations Act 2001 (Cth.) ( Corporations Act ), or issuing a disclosure document in respect of the Shares.
1.14 The Optionholder is not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless the Optionholder:
(i) has become entitled to exercise the options under clauses 1.4 or 2; and
(ii) does so before the record date for the determination of entitlements to the new issue of securities and participates as a result of being a holder of Shares.

The Company must give the Optionholder, in accordance with the Listing Rules, notice of any new issue of securities before the record date for determining entitlements to the new issue.

1.15 There is no right to change the exercise price of an option nor the number of underlying Shares over which the option can be exercised, if the Company completes a bonus issue.
1.16 There is no right to change the exercise price of an option nor the number of underlying Shares over which the option can be exercised, if the Company completes a pro rata issue.
1.17 If, prior to the expiry of any options, there is a reorganisation of the issued capital of the Company, then the rights of a Optionholder (including the number of options to which each a Optionholder is entitled and the Exercise Price) shall be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation (whether or not the Company is listed on the ASX at the time).
1.18 The options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant options.

2. TAKEOVER PROVISIONS

Notwithstanding clause 1.4, all options may be exercised by the Optionholder:

(a) in the event a takeover bid (as defined in the Corporations Act) to acquire any Shares becomes or is declared to be unconditional, irrespective of whether the takeover bid extends to Shares issued and allotted after the date of the takeover bid or not; or
(b) at any time after a Change of Control Event has occurred; or

(c) if a merger by way of scheme of arrangement under the Corporations Act has been approved by the Court under section 411(4)(b) of the Corporations Act.

3. INTERPRETATION

In these Compensation Option Terms:

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 as constituted from time to time;

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

Corporations Act means Corporations Act 2001 (Cth);

Exercise Period means the period during which an Optionholder may exercise options;

Listing Rules means the official listing rules of ASX as amended, varied, modified or waived from time to time;

Official Quotation has the meaning ascribed to it in the Listing Rules; and

Optionholder means the person holding these options.

GOLDEN RIM RESOURCES LIMITED Independent Expert’s Report

19 September 2014

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Financial Services Guide

19 September 2014

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 (‘ we ’ or ‘ us ’ or ‘ ours ’ as appropriate) has been engaged by Golden Rim Resources Limited (‘GMR’) to provide an independent expert’s report on the proposal to issue shares to Aurora Minerals Limited (‘Aurora’) pursuant to Tranche 2 of a $3 million convertible loan agreement between GMR and Aurora. You will be provided with a copy of our report as a retail client because you are a shareholder of GMR.

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide (‘ FSG ’). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

Who we are and how we can be contacted;
The services we are authorised to provide under our Australian Financial Services Licence, Licence No. 316158;
Remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
Any relevant associations or relationships we have; and
Our internal and external complaints handling procedures and how you may access them.

Information about us

BDO Corporate Finance (WA) Pty Ltd is a member firm of the BDO network in Australia, a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International). The financial product advice in our report is provided by BDO Corporate Finance (WA) Pty Ltd and not by BDO or its related entities. BDO and its related entities provide services primarily in the areas of audit, tax, consulting and financial advisory services.

We do not have any formal associations or relationships with any entities that are issuers of financial products. However, you should note that we and BDO (and its related entities) might from time to time provide professional services to financial product issuers in the ordinary course of business.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence that authorises us to provide general financial product advice for securities to retail and wholesale clients.

When we provide the authorised financial services we are engaged to provide expert reports in connection with the financial product of another person. Our reports indicate who has engaged us and the nature of the report we have been engaged to provide. When we provide the authorised services we are not acting for you.

General Financial Product Advice

We only provide general financial product advice, not personal financial product advice. Our report does not take into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice.

BDO CORPORATE FINANCE (WA) PTY LTD

Financial Services Guide

Page 2

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Fees, commissions and other benefits that we may receive

We charge fees for providing reports, including this report. These fees are negotiated and agreed with the person who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee payable to BDO Corporate Finance (WA) Pty Ltd for this engagement is approximately $28,000.

Except for the fees referred to above, neither BDO, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report. We have received a fee from GMR for our professional services in providing this report. That fee is not linked in any way with our opinion as expressed in this report.

Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Complaints resolution

Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, BDO Corporate Finance (WA) Pty Ltd, PO Box 700 West Perth WA 6872.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service (‘ FOS ’). FOS is an independent organisation that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial service industry. FOS will be able to advise you as to whether or not they can be of assistance in this matter. Our FOS Membership Number is 12561. Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly via the details set out below.

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001 Toll free: 1300 78 08 08 Facsimile: (03) 9613 6399 Email: [email protected]

Contact details

You may contact us using the details set out on page 1 of the accompanying report.

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1.	Introduction	1
2.	Summary and Opinion	1
3.	Scope of the Report	4
4.	Outline of the Proposal	6
5.	Profile of Golden Rim Resources	10
6.	Profile of Aurora	18
7.	Economic analysis	20
8.	Industry analysis	21
9.	Valuation approach adopted	23
10.	Valuation of GMR prior to the Proposal	25
11.	Valuation of GMR following the Proposal	35
12.	Is the Proposal fair?	42
13.	Is the Proposal reasonable?	43
14.	Conclusion	45
15.	Sources of information	46
16.	Independence	46
17.	Qualifications	47
18.	Disclaimers and consents	47

Appendix 1 – Glossary

Appendix 2 – Valuation Methodologies

Appendix 3 - Independent Valuation Report prepared by Coffey Mining

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19 September 2014

The Directors Golden Rim Resources Limited Level 2, 10 Outram Street West Perth, WA 6005

Dear Directors

INDEPENDENT EXPERT’S REPORT

1. Introduction

On 5 May 2014, Golden Rim Resources Limited ( ‘GMR’ or ‘ the Company ’) announced that it had entered into a convertible loan agreement ( ‘Loan Agreement’ ) with Aurora Minerals Limited ( ‘Aurora’ ) under which Aurora agreed to provide GMR with a $3 million secured convertible loan ( ‘Convertible Loan’ ). The Convertible Loan is repayable by way of two tranches. Repayment of the first tranche occurred on 8 July 2014 when Shareholders approved the issue of 206.25 million GMR shares ( ‘First Tranche Shares’ ) at a deemed issue price of $0.008 per share to Aurora as settlement of $1.65 million of the Convertible Loan. The issue of the First Tranche Shares resulted in an increase in Aurora’s voting power in GMR from nil to 19.50%.

GMR is now seeking shareholder approval for the issue of up to a further $1.35 million (plus interest) worth of shares upon conversion of the Convertible Loan and all interest accrued on the Convertible Loan ( ‘Second Tranche Shares’ ) ( ‘the Proposal’ ).

Completion of the Proposal requires approval by the non-associated shareholders ( ‘Shareholders’ ) of GMR pursuant to Item 7 of Section 611 of the Corporations Act 2001 (Cth) (the ‘Act’ ) because the issue of shares to Aurora will result in Aurora’s voting power in GMR increasing above 20%.

2. Summary and Opinion

2.1 Purpose of the report

The directors of GMR have requested that BDO Corporate Finance (WA) Pty Ltd (‘ BDO ’) prepare an independent expert’s report (‘ our Report ’) to express an opinion as to whether or not the Proposal is fair and reasonable to Shareholders.

Our Report is prepared pursuant to Item 7 Section 611 of the Act and is to be included in the Notice of Meeting and Explanatory Memorandum for GMR in order to assist Shareholders in their decision whether to approve the Proposal.

2.2 Approach

Our Report has been prepared having regard to Australian Securities and Investments Commission (‘ ASIC ’) Regulatory Guide 111 ‘Content of Expert’s Reports’ (‘ RG 111 ’) and Regulatory Guide 112 ‘Independence of Experts’ (‘ RG 112 ’).

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 AFS Licence No 316158 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

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In arriving at our opinion, we have assessed the terms of the Proposal as outlined in the body of this report. We have considered:

How the value of a GMR share prior to the Proposal on a control basis compares to the value of a GMR share following the Proposal on a minority basis, based on the current scenario and on the maximum dilution scenario;
The likelihood of a superior alternative offer being available to GMR;
Other factors which we consider to be relevant to the Shareholders in their assessment of the Proposal; and
The position of Shareholders should the Proposal not be approved.

2.3 Opinion

We have considered the terms of the Proposal as outlined in the body of this report and have concluded that, in the absence of a superior offer, the Proposal is not fair but reasonable to Shareholders.

In our opinion, the Proposal is not fair because the value of a GMR share on a control basis prior to the Proposal is greater than the value of a GMR share on a minority basis following the Proposal. However, we consider the Proposal to be reasonable because the advantages of the Proposal to Shareholders are greater than the disadvantages.

In particular, we consider the Proposal represents a means by which GMR can significantly improve its liquidity. In its 2013 half year financial statements, GMR’s auditors included an emphasis of matter with regard to GMR’s ability to continue operating as a going concern unless it can source additional funds from which to finance future exploration and working capital requirements. The Convertible Loan represents a viable source of funds and approval of the Proposal will allow GMR to settle this liability without the outlay of any cash. We consider this to be advantageous to Shareholders as it will put GMR under significantly less cash flow strain than if the Proposal is not approved and GMR is required to repay the Convertible Loan and interest in cash.

2.4 Fairness

In section 12, we determined that the value of GMR share on a control basis prior to the Proposal is greater than the value of a GMR share on a minority basis following the Proposal. This is set out below.

		Low	Preferred	High
	Ref
		$	$	$
Value of a GMR share prior to the Proposal on a control basis	10.3	$0.011	$0.015	$0.017
Value of a GMR share following the Proposal on a minority basis – Primary Approach (current scenario)	11.1	$0.008	$0.010	$0.011
Value of a GMR share following the Proposal on a minority basis – Primary Approach (assuming maximum dilution)	11.2	$0.003	$0.005	$0.005

Source: BDO analysis

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The above valuation ranges are graphically presented below:

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----- Start of picture text -----

Value of a GMR share prior to the Proposal on a
control basis
Value of a GMR share following the Proposal on a
minority basis- primary approach (current scenario)
Value of a GMR share following the Proposal on a
minority basis- primary approach (maximum…
$0.000 $0.004 $0.008 $0.012 $0.016 $0.020
----- End of picture text -----

The above pricing indicates that, in the absence of any other relevant information, and a superior offer, the Proposal is not fair for Shareholders.

2.5 Reasonableness

We have considered the analysis in section 13 of this report, in terms of both:

the advantages and disadvantages of the Proposal; and
other considerations, including the position of Shareholders if the Proposal does not proceed and the consequences of not approving the Proposal.

In our opinion, the position of Shareholders if the Proposal is approved is more advantageous than the position if the Proposal is not approved. Accordingly, in the absence of any other relevant information and/or a superior proposal we believe that the Proposal is reasonable for Shareholders.

The respective advantages and disadvantages considered are summarised below:

ADVANTAGES AND DISADVANTAGES	ADVANTAGES AND DISADVANTAGES

Section	Advantages	Section	Disadvantages
13.1.1	Lack of superior alternativeproposals	13.2.1	The Proposal is not fair
13.1.2	Conversion of the Convertible Loan will put the Company under less cash flow strain	13.2.2	Dilution of existing Shareholders’ interests
13.1.3	Access to theprivateplacement
13.1.4	The ability of GMR to raise additional funds mayincrease

Other key matters we have considered include:

Section	Description
13.3.1	Alternative Proposals
13.3.2	Aurora is entitled to appoint one nominee as a Director of the Company
13.3.3	Aurora’s intentions for the Company
13.3.4	Post announcement movement in GMR’s share price

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3. Scope of the Report

3.1 Purpose of the Report

Section 606 of the Act expressly prohibits the acquisition of shares by a party if that acquisition will result in that person (or someone else) holding an interest in 20% or more of the issued shares of a public company, unless a full takeover offer is made to all shareholders.

Section 611 permits such an acquisition if the shareholders of that entity have agreed to the issue of such shares. This agreement must be by resolution passed at a general meeting at which no votes are cast in favour of the resolution by any party who is associated with the party acquiring the shares, or by the party acquiring the shares. Section 611 states that shareholders of the company must be given all information that is material to the decision on how to vote at the meeting.

Aurora currently holds 19.50% of the voting power in GMR and if the Proposal is approved and Aurora elects to convert all of the Convertible Loan and accrued interest into shares, this interest will increase to a level above 20% based on the current 20 day Volume Weighted Average Price ( ‘VWAP’ ) of the Company’s shares, Aurora’s interest will increase to approximately 30% and hence Shareholder approval is required.

RG 74 states that the obligation to supply shareholders with all information that is material can be satisfied by the non-associated directors of GMR, by either:

undertaking a detailed examination of the Proposal themselves, if they consider that they have sufficient expertise; or
by commissioning an Independent Expert's Report.

The directors of GMR have commissioned this Independent Expert's Report to satisfy this obligation.

3.2 Regulatory guidance

Neither the Listing Rules nor the Corporations Act defines the meaning of ‘fair and reasonable’. In determining whether the Proposal is fair and reasonable, we have had regard to the views expressed by ASIC in RG 111. This regulatory guide provides guidance as to what matters an independent expert should consider to assist security holders to make informed decisions about transactions.

This regulatory guide suggests that where the transaction is a control transaction, the expert should focus on the substance of the control transaction rather than the legal mechanism to affect it. RG 111 suggests that where a transaction is a control transaction, it should be analysed on a basis consistent with a takeover bid.

In our opinion, the Proposal is a control transaction as defined by RG 111 and we have therefore assessed the Proposal as a control transaction to consider whether, in our opinion, it is fair and reasonable to Shareholders.

3.3 Adopted basis of evaluation

RG 111 states that a transaction is fair if the value of the offer price or consideration is greater than the value of the securities subject of the offer. This comparison should be made assuming a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm’s length. When considering the value of the securities subject of the offer in a control transaction the expert should consider this value inclusive of a control premium. Further to this, RG 111 states that a transaction is reasonable if it is fair. It might also be reasonable if despite being ‘not fair’ the expert

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believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid.

Having regard to the above, BDO has completed this comparison in two parts:

A comparison between the value of GMR share on a control basis prior to the Proposal and the value of a GMR share on a minority basis following the Proposal, based on both the current scenario and the maximum dilution scenario (fairness – see Section 12 ‘Is the Proposal Fair?’); and
An investigation into other significant factors to which Shareholders might give consideration, prior to approving the resolution, after reference to the value derived above (reasonableness – see Section 13 ‘Is the Proposal Reasonable?’).

This assignment is a Valuation Engagement as defined by Accounting Professional & Ethical Standards Board professional standard APES 225 ‘Valuation Services’ (‘ APES 225 ’).

A Valuation Engagement is defined by APES 225 as follows:

‘an Engagement or Assignment to perform a Valuation and provide a Valuation Report where the Valuer is free to employ the Valuation Approaches, Valuation Methods, and Valuation Procedures that a reasonable and informed third party would perform taking into consideration all the specific facts and circumstances of the Engagement or Assignment available to the Valuer at that time.’

This Valuation Engagement has been undertaken in accordance with the requirements set out in APES 225.

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4. Outline of the Proposal

4.1 The Proposal

On 5 May 2014, GMR announced that it had entered into the Loan Agreement under which Aurora would provide the Company with $3 million of funding through the provision of the Convertible Loan.

The terms of the Convertible Loan are set out below:

Loan Amount – The loan amount is $3 million and must be drawn down once, and in full, by GMR. The Convertible Loan was drawn on 13 May 2014;
Maturity Date – 3 May 2015;
Repayment – Repayment of the Convertible Loan is by way of two tranches as follows:
Subsequent to Shareholder approval received on 8 July 2014, the first tranche was repaid by converting $1.65 million of the Convertible Loan into 206.25 million shares at a deemed issue price of $0.008 per share. Subject to conditions, the First Tranche Shares are being held in escrow for a period not exceeding six months following their issue; and
The second tranche is repayable by either of the following ways:
- Subject to the receipt of Shareholder approval (the subject of Resolution 4 in the Notice of Meeting) and at the election of Aurora converting the remaining $1.35 million (plus interest) of the loan into Shares at a deemed issue price per Share equal to a 20% discount to the 20 day VWAP of the Shares on ASX on the 20 trading days immediately prior to the date of notice of election given by Aurora to convert the loan; or
- The payment of cash.

Early Repayment – Early repayment may only be made with the consent of Aurora (in its discretion) if the Company sells, transfers or assigns any asset located in Burkina Faso for a cash amount of $1.5 million or more and Aurora then elects to apply up to a maximum 50% of the value of the sale proceeds to the outstanding part of the loan.
Interest and Fees – Aurora received a structuring fee equal to 6% ($180,000) of the total loan amount. Half of the structuring fee was refunded to the Company following Shareholder approval for the issue of the First Tranche Shares.

Following receipt of Shareholder approval for the issue of the First Tranche Shares, interest payable on the Convertible Loan was reduced from 12% per annum to 10% per annum;

Security – Security for the Convertible Loan is by way of a share mortgage provided by GMR to Aurora over all of the shares in Golden Rim Resources Burkina SARL (‘ GMR Burkina ’), a wholly owned subsidiary of GMR.
Conditions Precedent – The following conditions must be satisfied prior to GMR receiving any funds from Aurora:
Aurora has conducted a legal, financial and technical due diligence investigations on GMR and GMR Burkina’s operations and is satisfied in its discretion with the outcome of those investigations;

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GMR has delivered to Aurora’s representative, duly executed original versions of the Specific Security Deed which relates to the share mortgage over all of GMR’s shares in GMR Burkina;
GMR and Aurora have agreed in writing on a budget for GMR and for the Balogo and Korongou Projects; and
Each director of GMR who holds more than 0.25% of the issued capital of GMR, in their capacity as a Shareholder, has executed an unconditional and irrevocable undertaking to vote in favour of the conversion of Tranche 1 into Shares and, if applicable, the conversion of Tranche 2 into Shares.
Board Representation – In the event that Aurora’s voting power in the Company is 10% or higher, Aurora will have the right to appoint one nominee as a director of the Company.

Through Resolution 4 of the Notice of Meeting, GMR is seeking Shareholder approval at the Company’s general meeting scheduled to be held on 24 October 2014 for the conversion of the Convertible Loan and all accrued interest and therefore the issue of up to $1.35 million (plus interest) worth of shares. If Shareholders approve the Proposal and Aurora elects to convert the Convertible Loan into shares, Aurora’s voting power in the Company may increase from 19.50% up to 24.08%, based on the current 20 day VWAP. This is illustrated in section 4.2 below.

GMR have entered into an agreement with Sprott, Inc (‘ Sprott ’) for Sprott to act as a finder for a nonbrokered private placement (‘ Private Placement’ ). The Private Placement is contingent upon the approval of the Convertible Loan and various other conditions and is set to issue between 230 million and 275 million shares to raise between $2,530,000 and $3,025,000, before costs. The issue price will be $0.011 per ordinary share with one free attaching option per every two ordinary shares issued. The exercise price of the options will be $0.0165 each and they will have a life of 36 months from issue.

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4.2 Shareholding in GMR following the Proposal

Current Scenario

The following table shows the maximum number of shares that may be issued to Aurora following the approval of the Proposal. If the Proposal is approved and Aurora elects to convert the remaining $1.35 million and all accrued interest into shares, assuming the current 20 day VWAP of $0.012, Aurora’s voting power in the Company may increase from 19.50% up to 24.08% while Shareholders’ interests may be diluted from 80.50% down to 75.92%. This assumes that the maximum number of shares is issued under the Private Placement.

	Current scenario Aurora Other Shareholders Total
	Existing shareholding
	Issued shares as at the date of our Report 206,250,000 851,521,216 1,057,771,216
	% holdings as at the date of our Report 19.50% 80.50% 100.00%

	Additional shares issued following the Proposal
	Convertible Loan-Second Tranche Shares
	Shares issued in lieu of principal 135,000,000 - 135,000,000
	Shares issued in lieu of interest 16,017,274 - 16,017,274
	Total shares issued on conversion of Convertible Loan 151,017,274 - 151,017,274

	Proposed Private Placement - 275,000,000 275,000,000

	Maximum number of new shares issued following the Proposal 151,017,274 275,000,000 426,017,274

	Total number of shares outstanding following the Proposal 357,267,274 1,126,521,216 1,483,788,490
	% holdings following the Proposal 24.08% 75.92% 100.00%

Source: BDO analysis

Maximum Dilution Scenario

As Shareholder approval is being sought for the Company to issue up to $1.35 million worth (plus interest) of shares to Aurora and the conversion price is determined with reference to a future 20 day VWAP, we have considered the maximum dilution scenario whereby the VWAP of the Company’s shares decreases to $0.001, the lowest possible trading price. The table below outlines that if Shareholders approve the Proposal and Aurora elects to convert the Convertible Loan into shares, Aurora’s voting power in the Company may increase from 19.50% up to a maximum of 65.02%, assuming a 20 day VWAP of $0.001. Under this scenario, other Shareholders’ interests will be diluted from 80.50% to a minimum of 34.98%.

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	Maximum dilution scenario Aurora Other Shareholders Total
	Existing shareholding
	Issued shares as at the date of our Report 206,250,000 851,521,216 1,057,771,216
	% holdings as at the date of our Report 19.50% 80.50% 100.00%

	Additional shares issued following the Proposal
	Convertible Loan-Second Tranche Shares
	Shares issued in lieu of principal 1,687,500,000 - 1,687,500,000
	Shares issued in lieu of interest 200,215,921 - 200,215,921
	Total shares issued on conversion of Convertible Loan 1,887,715,921 - 1,887,715,921

	Proposed Private Placement - 275,000,000 275,000,000

	Maximum number of new shares issued following the Proposal 1,887,715,921 275,000,000 2,162,715,921
	Total number of shares outstanding following the Proposal 2,093,965,921 1,126,521,216 3,220,487,137
	% holdings following the Proposal 65.02% 34.98% 100.00%

Source: BDO analysis

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5. Profile of Golden Rim Resources

5.1 History

GMR was incorporated on 24 February 1987 and listed on the ASX on 13 August 1987. The Company is focussed on the exploration for gold in West Africa. The Company is headquartered in Perth, Western Australia and its current directors and senior management consist of:

Mr Rick Crabb, Chairman and Director;
Mr Craig Mackay, Managing Director;
Mr Glenister Lamont, Non executive Chairman;
Mr Martin Pyle, Non executive Director; and
Ms Hayley Butcher, Company Secretary.

The Company completed a capital raising on 24 February 2014, when GMR raised $0.49 million through an equity placement at $0.01 per share with one free attaching option for every three shares issued.

On 28 July 2014 the Company issued 24,414,329 shares at $0.008 per share as part of a capital raising to Acorn Capital Limited.

The company has been working to secure funding for a Bankable Feasibility Study (‘ BFS ’) at Balogo. Until funding is secured a BFS cannot be completed. Following the receipt of the $3 million convertible loan from Aurora the Company has been able to increase exploration attempts on the Balogo and Korongou projects.

5.1 Projects

Set out below is a brief description of the Company’s projects.

Balogo Project

The Balogo Project is located in southern Burkina Faso and comprises two exploration permits, covering an area of 358km[2] . The project area covers part of the highly prospective Lower Proterozic Birimian greenstone belt and is traversed for 25km by a significant north east trending fault splay which is connected to the Markoye fault system.

During the six months to 31 December 2013, GMR commenced an Environmental Impact Assessment and it has been completed to the extent possible without data from a BFS.

Korongou Project

The Korongou Project is located 230km north east of Ouagadougou, the capital of Burkina Faso. Rights to 90% of the project were acquired by GMR in early 2013 from Epsilion Gold Mines Limited. The project area covers approximately 315km[2] and is part of the prospective Lower Proterozoic Birimian, Samira Hill.

During May 2014 a program of auger drilling commenced at Korongou with each of the two rigs completing approximately 30 holes per day.

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Babonga Project

The Babonga Project is located north east of Burkina Faso and comprises one granted exploration permit covering an area of approximately 102km[2] . The permit is located on the Samira Hill greenstone belt, in which the Company has completed soil and rockchip geochemistry. Results from the geochemistry indicated a large coherent gold in-soil anomaly in the south of the permit. The Company has announced that it intends to divest the Babonga Project.

Diapaga Project

The Diapaga Project is located approximately 350km from the capital of Burkina Faso, Ouagadougou, and covers an area of approximately 960km[2] . It lies on the north east trending Diapaga Birimian greenstone belt which is connected to the Markoye fault system. The project consists of four contiguous permits and is under explored with little modern exploration being conducted due to its remoteness.

On 3 December 2012, the Company announced that it had signed a Terms Sheet for the Diapaga Joint Venture with Blina Minerals NL for the Diapaga Project (‘ Terms Sheet ’). Under the Terms Sheet, Blina Minerals NL is to carry out exploration activities at Diapaga and may earn a 51% interest in the rights to the project permits by spending $2 million within 30 months. Following the initial earn-in, Blina Minerals NL may earn an additional 19% interest subject to GMR’s discretion.

On 23 June 2014, GMR received notice from Blina Minerals NL that it was withdrawing from the Terms Sheet.

Sebba Project

The Sebba Project is located 200km northeast of Ouagadougou, the capital city of Burkina Faso, and consists of four permits covering an area of approximately 797.1 km[2] . The permits, Komondi, Namantougou, Yipely and Gandi, are located on several greenstone belts which are traversed by major deep-seated shear zones and are considered highly prospective for gold mineralisation.

The Company has announced that it intends to divest the Sebba Project.

Yako Project

The Yako Project covers an area of 317km[2] and consists of two permits, Zanna and Tanlili. The project area is located 100km north west from Ouagadougou, the capital city of Burkina Faso. The project area contains many active and historic artisanal workings.

The Company has announced that it intends to divest the Yako Project.

Cote d’Ivoire

In the last 12 months, the Company has been actively assessing project opportunities in the Ivory Coast. The Company holds two exploration permits, Kongasso and Koykro, which cover an area of approximately 795km[2] . GMR have also applied for a third permit, Nguessankro, which covers an area of 398km[2] .

In September 2013, the Company conducted a gold-in-soil geochemistry reconnaissance program across the two permits in which no anomalous gold results were returned from either permit.

At the end of the December quarter 2013, GMR’s Cote d’Ivoire office in Abidjan was closed.

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Faraba Project

The Faraba Project is located 120 km south west of the capital city of Mali, Bamako. The project area consists of two permits covering an area of approximately 64km[2] and covers the Lower Proterozoic Birimian Greenstone belt.

The Company decided to divest its interest in the Faraba Project in 2013.

Sepola Project

The Sepola Project is located approximately 400km from Bamako, the capital city of Mali. The project area consists of three permits which cover an area of approximately 186km[2] . Similar to its Faraba Project, GMR has announced its intention to divest its interest in the Sepola project.

Further details of the Company’s projects may be found in Appendix 3.

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5.2 Historical Balance Sheet

Statement of Financial Position	Unaudited draft as at Reviewed as at
	30-June-14 31-Dec-13
	$ $
CURRENT ASSETS
Cash and cash equivalents	1,357,583 743,577
Trade and other receivables	122,568 41,336
Other assets	38,384 41,683
TOTAL CURRENT ASSETS	1,518,535 826,596

NON-CURRENT ASSETS
Investment in joint venture entity	395,295 377,788
Other financial assets	89,628 90,694
Plant and equipment	542,870 687,935
Exploration expenditure	1,520,006 1,123,061
TOTAL NON-CURRENT ASSETS	2,547,799 2,279,478
TOTAL ASSETS	4,066,334 3,106,074

CURRENT LIABILITIES
Trade and other payables	315,801 233,368
Borrowings	3,047,342 -
Provisions	69,716 73,323
TOTAL CURRENT LIABILITIES	3,432,859 306,691

NON-CURRENT LIABILITIES
Provisions	51,715 45,520
TOTAL NON-CURRENT LIABILITIES	51,715 45,520
TOTAL LIABILITIES	3,484,574 352,211

NET ASSETS	581,760 2,753,863

EQUITY
Share capital	58,658,576 58,171,847
Reserves	2,599,885 6,810,857
Accumulated losses	(60,127,172) (61,680,326)
Non Controlling Interests	(549,529) (548,515)
TOTAL EQUITY	581,760 2,753,863

Source: GMR’s reviewed financial statements as at 31 December 2013 and draft unaudited financial statements as at 30 June 2014.

We have not undertaken a review of GMR’s unaudited management accounts in accordance with Australian Auditing and Assurance Standard 2405 ‘Review of Historical Financial Information’ and do not express an opinion on this financial information. However we have performed sufficient procedures to provide us comfort that we have no reason to consider that the financial information within the management accounts has not been prepared on a reasonable basis.

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We note the following in regard to GMR’s recent financial position:

GMR’s auditor, Deloitte, included an emphasis of matter paragraph in their audit report for the half year ended 31 December 2013, stating that there exists “a material uncertainty which may cast significant doubt over the ability of GMR to continue as a going concern and therefore, GMR may be unable to realise its assets and discharge its liabilities in the normal course of business.”
GMR’s net assets have decreased from approximately $2.75 million at 31 December 2013 to $0.58 million at 30 June 2014. This decrease in net assets related primarily to the increase in the $3 million convertible note liability, whilst a large portion of the corresponding cash received has been spent primarily on exploration.
The $0.39 million investment in joint venture entity relates to the Company’s 35% interest in the Royal Falcon Mining LLC joint venture.
GMR’s capitalised exploration expenditure at 30 June 2014 amounted to $1.52 million. GMR’s projects have been independently valued by Coffey. See Appendix 3 for their valuation report.
The movement in reserves relates to previously expired employee options that have been transferred to accumulated losses.
Both current and non-current provisions relate to employee leave entitlements.

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5.3 Historical Statement of Comprehensive Income

Statement of Comprehensive Income	Unaudited draft for the Audited for the Audited for the
	year ended 30-Jun- 14 year ended 30-Jun- 13 year ended 30-Jun- 12
	$ $ $
Revenue
Interest received	9,857 31,345 82,290
Other income	- 344 1,869
Other gains/(losses)	137,289 (447,205) 1,717,635
Expenses
Corporate expenses	(51,874) (85,719) (75,720)
Office and administration expenses	(519,371) (749,355) (679,104)
Human resources expenses	(955,703) (1,359,463) (1,145,041)
Investor relations expenses	(251,665) (166,765) (293,525)
Borrowings Expense	(145,708) - -
Interest expense	(47,594) (836) (915)
Depreciation expense	(208,415) (251,661) (214,855)
Exploration and expenditure written off	(2,894,227) (6,923,304) (9,576,707)
Share based payments	- (170,800) (184,975)
Foreign exchange gain/(loss)	(26,786) 35,962 59,618
Share of loss of joint venture entity	(15,635) (113,533) (50,468)
Loss before income tax	(4,969,832) (10,200,990) (10,359,898)
Income tax expense	- - -
Other comprehensive income	(4,969,832) (10,200,990) (10,359,898)
(Loss)/gain on revaluation of investment	- (50,000) 156,250
Reclassification adjustments relating to available for sale Investments disposed of in period	- (156,250) -
Foreign currency translation differences	(10,344) 179,129 65,294
Total comprehensive loss for the year	(4,980,176) (10,228,111) (10,138,354)

Source: GMR’s audited financial statements for the year ended 30 June 2012, 30 June 2013 and unaudited draft financial statements for the year ended 30 June 2014.

We note the following in relation to GMR’s financial performance over the three years to 30 June 2014:

At present, GMR does not have any significant sources of revenue. In FY2012, GMR generated $1.72 million of revenue from the disposal of exploration interests, specifically by divesting the rights to five permits in Burkina Faso to Riedel Resources Ltd.
Borrowing expense incurred in FY2014 relate to the structuring fees of the Convertible Loan and due diligence around alternative loan proposals.

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5.4 Capital Structure

The share structure of GMR as at 31 July 2014 is outlined below:

	Number
	Total ordinary shares on issue 1,057,771,216
	Top 20 shareholders 536,529,405
	Top 20 shareholders - % of shares on issue 50.72%

Source: S&P Capital IQ

1 Includes the shares to be issued to Acorn Capital Limited

The range of shares held in GMR as at 31 July 2014 is as follows:

	Number of
Range of Shares Held	Ordinary Shareholders	Number of Ordinary Shares	Percentage of Issued Shares (%)
1 - 1,000	356	114,111	0.01%
1,001 - 5,000	502	1,525,601	0.14%
5,001 - 10,000	300	2,488,472	0.24%
10,001 - 100,000	1,296	55,112,399	5.21%
100,001 - and over	815	998,530,633	94.40%
TOTAL	3,269	1,057,771,216	100.00%

Source: S&P Capital IQ

The ordinary shares held by the most significant shareholders as at 31 July 2014 are detailed below:

	Number of Ordinary	Percentage of Issued
Name	Shares Held	Shares (%)
Aurora Minerals Limited	206,250,000	19.50%
Acorn Capital Limited	111,958,250	10.58%
Pal Group of Companies	54,481,450	5.15%
Commonwealth Superannuation Corporation	47,077,101	4.45%
Subtotal	419,766,801	39.68%
Others	638,004,415	60.32%
Total ordinary shares on Issue	1,057,771,216	100.00%

Source: S&P Capital IQ

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The table below sets out the options outstanding over GMR shares as at the date of our report:

Current Options on Issue	Number
Unlisted Class E options expiring on 5 October 2014 with an exercise price of $0.21	600,000
Unlisted Class F options expiring on 22 November 2014 with an exercise price of $0.27	7,000,000
Unlisted Class G options expiring on 10 July 2015 with an exercise price of $0.21	1,000,000
Unlisted Class H options expiring on 21 November 2015 with an exercise price of $0.29	15,000,000
Unlisted ESOP options expiring on 21 November 2015 with an exercise price of $0.29	3,900,000
Unlisted ESOP options expiring on 12 January 2017 with an exercise price of $0.14	2,150,000
Unlisted Class I options expiring on 30 June 2015 with an exercise price of $0.015	50,000,000
Unlisted Class J options expiring on 20 February 2015 with an exercise price of $0.27	16,366,667
Total Options on Issue	96,016,667

Source: GMR management

We note that all of the options over GMR shares are out of the money as at the date of our report.

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6. Profile of Aurora

6.1 History

Aurora was incorporated on 12 September 2003 and listed on the ASX on 15 June 2004. Aurora is focussed on the exploration of gold and base metals in Western Australia. Its current board members consist of:

Mr Phillip Jackson, Chairman;
Mr Martin Pyle, Managing Director and Director;
Mr Peter Cordin, Non executive Director;
Mr Tim Markwell, Director; and
Mr Eric Moore, General Manager and Company Secretary.

6.1 Projects

Set out below is a brief description of Aurora’s projects.

Capricorn Southeast Project

The Capricorn Southeast Project is located over the north-western arm of the mid-Proterozoic Bangemall Basin, approximately 950km north of Perth. The project area covers 237km[2] .

Aurora has conducted reconnaissance prospecting in which results indicated the discovery of significant zones of outcropping manganese mineralisation with rock-chip samples assaying up to 56% manganese.

In 2010, Aurora commenced drilling, which indicated several intersections of high grade manganese of over 40% manganese plus multiple intersections of significant manganese above 15% manganese.

Camel Hills Project

The Camel Hills Project is a joint venture with Peninsula Mines Limited (‘ Peninsula ’), in which Aurora holds a 49.6% interest in the project. The project is located in the southern Gascoyne Region of Western Australia, which covers part of the north-western margin of the Archaean Yilgran Craton and adjacent to Proterozoic Errabiddy Shear Zone. The project area covers approximately 141km[2] and is prospective for copper, nickel, gold and magnetite iron ore.

Prospecting and rock chip sampling conducted in the south-west of the project area has been conducted by Peninsula. The program of prospecting and rock-chip sampling, with follow-up soil sampling, remains in progress.

The southern half of the Camel Hills Project contains numerous magnetite-quartzite horizons which are considered to be metamorphosed banded iron formation. Limited drilling of approximately 1-2 holes per target have indicated the possibility of multiple iron ore targets, with broad intervals of magnetite reported at several targets.

Glenburgh Project

The Glenburgh Project is located in the Gascoyne Metamorphic Complex of Central Western Australia and consists of eight granted exploration licenses. The project area covers approximately 438km[2] and is prospective for base metals, gold and graphite.

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Several major regional structures traverse the Gascoyne Complex, trending northwest, east west and northeast.

Aurora has conducted an airborne magnetic and radiometric survey which was designed to delineate targets for copper and gold. A helicopter-borne VTEM survey has also been completed over the project area, providing Aurora with a number of targets to further explore.

Aurora has drilled five prospects being the GBO prospect, Pink Elephant Prospect, Rubbah Duckie, Green Dragon and and M&B Prospect. GBO, Pink Elephant and M&B Prospects have returned copper assays of greater than 1%. In 2013, exploration work conducted by Aurora comprised prospecting, mapping, soil sampling, geophysical data acquisition and interpretation and reverse circulation and diamond drilling.

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7. Economic analysis

Growth in the global economy is continuing at a moderate pace, helped by firmer conditions in the advanced countries. China's growth remains generally in line with policymakers' objectives. Commodity prices in historical terms remain high, but some of those important to Australia have declined this year.

Financial conditions overall remain very accommodative. Long-term interest rates and risk spreads remain very low. Emerging market economies are receiving capital inflows. Volatility in many financial prices is currently unusually low. Markets appear to be attaching a very low probability to any rise in global interest rates, or other adverse event, over the period ahead.

In Australia, growth was firmer around the turn of the year, but this resulted mainly from very strong increases in resource exports as new capacity came on line; smaller increases in such exports are likely in coming quarters. Moderate growth has been occurring in consumer demand. A strong expansion in housing construction is now under way. At the same time, resources sector investment spending is starting to decline significantly. Signs of improvement in investment intentions in some other sectors are emerging, but these plans remain tentative as firms wait for more evidence of improved conditions before committing to significant expansion. Public spending is scheduled to be subdued. Overall, the Bank still expects growth to be a little below trend over the year ahead.

The recorded rate of unemployment has increased recently, despite some improvement in most other indicators for the labour market this year. The Bank's assessment remains that the labour market has a degree of spare capacity and that it will probably be some time yet before unemployment declines consistently. Growth in wages has declined noticeably and is expected to remain relatively modest over the period ahead, which should keep inflation consistent with the target even with lower levels of the exchange rate.

Monetary policy remains accommodative. Interest rates are very low and have continued to edge lower over recent months as competition to lend has increased. Investors continue to look for higher returns in response to low rates on safe instruments. Credit growth has picked up a little, including most recently to businesses. The increase in dwelling prices continues. The exchange rate, on the other hand, remains above most estimates of its fundamental value, particularly given the declines in key commodity prices. It is offering less assistance than would normally be expected in achieving balanced growth in the economy.

Looking ahead, continued accommodative monetary policy should provide support to demand and help growth to strengthen over time. Inflation is expected to be consistent with the 2–3 per cent target over the next two years.

In the Board's judgement, monetary policy is appropriately configured to foster sustainable growth in demand and inflation outcomes consistent with the target. On present indications, the most prudent course is likely to be a period of stability in interest rates.

Source: www.rba.gov.au Statement by Glenn Stevens, Governor: Monetary Policy Decision 2 September 2014

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8. Industry analysis

Gold is both a commodity and an international store of monetary value. Once mined, gold continues to exist indefinitely, often melted down and recycled to produce alternative or replacement products. This characteristic means that gold demand is supported by both mine production and gold recycling.

As illustrated in the chart below, gold mine production was approximately 2,917 metric tonnes in 2013 and gold consumption was 4,578 metric tonnes. Demand for gold has consistently exceeded supply over the last 10 years, and the escalated level of economic and financial uncertainly during recent years has caused investors to move capital from risky assets to gold assets, which are perceived to be a good store of monetary value. As a result, total gold demand increased by approximately 14% between 2008 and 2013, with demand as a percentage of supply remaining at over 150% for the same period.

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----- Start of picture text -----

5,000 Gold Supply and Demand 170%
4,500
165%
4,000
3,500 160%
3,000 155%
2,500
150%
2,000
1,500 145%
1,000
140%
500
0 135%
Gold Mine Supply Gold Demand Demand as % Supply
Metric tonnes
Demand as % Supply
Gold Demand/SupplyMined
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
----- End of picture text -----

Source : Bloomberg and BDO Analysis

Until the late 1980’s, South Africa produced approximately half of the total gold produced. More recently however, gold production has become geographically segmented, as shown in the chart below, with production dominated by China, Australia and the United States.

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Gold Production 2013

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----- Start of picture text -----

16%
34%
10%
9%
3% 8%
4%
6% 6%
5%
----- End of picture text -----

China Australia United States Russia South Africa Peru Canada Mexico

Source : Bloomberg and BDO Analysis

Gold prices

The price of gold fluctuates on a daily basis depending on global demand and supply factors. The softening of gold prices over the last two years is reflective of the recovery of global economic conditions. The value of gold peaked at US$1,900 per ounce on 5 September 2011. This peak was largely caused by the debt market crisis in Europe, but it was also driven by the Standard and Poor’s downgrade of the US credit rating. This sent global stock markets tumbling and a flood of investors towards safer havens such as gold. Prices contracted in December 2011 reaching a low of US$1,545 per ounce followed by a recovery in 2012, reaching US$1,790 per ounce on 4 October 2012 before declining to US$1,675 per ounce at 31 December 2012. The gold price declined in 2013 and most recently was US$1,265 per ounce on 2 September 2014.

According to Bloomberg forecasts and Consensus Economics, gold prices are forecast to stabilise in the coming years, with the long term forecast around US$1,350 per ounce.

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----- Start of picture text -----

Gold Spot Price
2,000
1,800
1,600
1,400
1,200
1,000
800
600
400
200
-
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Gold spot price Forecast Forward
US$/Ounce
----- End of picture text -----

Source: Bloomberg, Consensus Economics and BDO Analysis

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9. Valuation approach adopted

9.1 Valuation methodology

There are a number of methodologies which can be used to value a business or the shares in a company. The principal methodologies which can be used are as follows:

Capitalisation of future maintainable earnings (‘ FME ’);
Discounted cash flow (‘ DCF ’);
Quoted market price basis (‘ QMP ’);
Net asset value (‘ NAV ’); and
Market based assessment.
A summary of each of these methodologies is outlined in Appendix 2.

9.2 Pre Proposal valuation methodology

Different methodologies are appropriate in valuing particular companies, based on the individual circumstances of that company and available information. In our assessment of the value of a GMR share we have chosen to employ the NAV and QMP methodologies.

We have chosen these methodologies for the following reasons:

There is a lack of reliable long-term forecasts available for a DCF approach to be undertaken as GMR’s projects do not yet have JORC compliant reserves;
The FME approach is not appropriate as the Company is still in the exploration phase and therefore does not have historical or forecast earnings;
In the Company’s Half Year Report for the six months ended 31 December 2013, the Company’s auditor included an emphasis of matter regarding the Company’s ability to continue operating as a going concern. On this basis we consider the NAV methodology to be an appropriate valuation approach to undertake;
However, it should be noted that asset based methods ignore the possibility that the entity’s value could exceed the realisable value of its assets as they do not recognise the value of intangible assets such as management, intellectual property and internally generated goodwill. This is particularly significant if the growth potential of a company is substantial;
Alternatively, if the company is makings losses and earnings are deteriorating, asset based methods ignore the deteriorating financial performance of a company which may result in the entity’s value trading below the realisable value of its assets;
The QMP methodology is relevant to consider as GMR’s shares are listed on the ASX. This means there is a regulated and observable market where GMR’s shares can be traded. However, in order for the QMP methodology to be considered appropriate, the Company’s shares should be liquid and the market should be fully informed as to GMR’s activities. We have considered these factors in section 10.2 of our Report.

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9.3 Post Proposal valuation methodology selected

9.3.1 Primary approach

We have provided two alternative valuation approaches in assessing the NAV of a GMR share following the Proposal i.e. following the conversion of the Convertible Loan. The value of a GMR share following the Proposal using our primary approach will involve the following items:

The value of GMR prior to the Proposal;
Incorporate the effects of the Proposal in the context of GMR’s other assets and liabilities on a NAV basis; and
The number of shares on issue will incorporate the shares to be issued upon conversion of the Convertible Loan, inclusive of any accrued interest amounts.

As outlined in section 4 of our Report, the conversion price of the Convertible Loan is set at a 20% discount to the 20 day VWAP at the time of conversion, therefore the number of shares to be issued to satisfy the $1.35 million loan (plus interest) will vary based on the Company’s share price. Shareholder approval is being sought for the maximum number of shares to be issued, therefore we have also assessed the value of a GMR share following the Proposal assuming the VWAP of the Company’s shares decreases to $0.001 per share, the lowest possible trading price on the ASX.

We have also incorporated the effects of the proposed Private Placement on the assumption that the maximum number of shares is issued.

9.3.2 Secondary approach

The value of a GMR share following the Proposal using our secondary approach will involve the following items:

The value of GMR prior to the Proposal;
Incorporate the effects of the Proposal on GMR’s equity value; and
Incorporate the effects of the Proposal on GMR’s level of debt.

We have also incorporated the effects of the proposed Private Placement on the assumption that the maximum number of shares is issued.

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10. Valuation of GMR prior to the Proposal

10.1 Net Asset Valuation of GMR

In arriving at the net asset value of a GMR share, we have made the following adjustments to GMR’s balance sheet as at 30 June 2014.

Net Asset Value Note	Unaudited draft as at
	30-Jun-14 Low value Preferred value High value
	$ $ $ $
CURRENT ASSETS
Cash and cash equivalents (a)	1,357,583 1,552,898 1,552,898 1,552,898
Trade and other receivables	122,568 122,568 122,568 122,568
Other assets	38,384 41,683 85,001 45,260
TOTAL CURRENT ASSETS	1,518,535 1,717,149 1,760,467 1,720,726

NON-CURRENT ASSETS
Investment in joint venture entity (b)	395,295 - - -
Other financial assets	89,628 89,628 89,628 89,628
Plant and equipment	542,870 542,870 542,870 542,870
Exploration expenditure (b)	1,520,006 10,910,000 15,790,000 17,690,000
TOTAL NON-CURRENT ASSETS	2,547,799 11,542,498 16,422,498 18,322,498
TOTAL ASSETS	4,066,334 13,259,647 18,182,965 20,043,224

CURRENT LIABILITIES
Trade and other payables	315,801 315,801 315,801 315,801
Provisions	69,716 69,716 69,716 69,716
Convertible Loan (c)	3,047,342 1,406,740 1,406,740 1,406,740
TOTAL CURRENT LIABILITIES	3,432,859 1,792,257 1,792,257 1,792,257

NON-CURRENT LIABILITIES
Provisions	51,715 51,715 51,715 51,715
TOTAL NON-CURRENT LIABILITIES	51,715 51,715 51,715 51,715
TOTAL LIABILITIES	3,484,574 1,843,972 1,843,972 1,843,972

NET ASSETS	581,760 11,415,675 16,338,993 18,199,252
Shares on issue (number)	1,057,771,216 1,057,771,216 1,057,771,216
Value per share ($)	$0.011 $0.015 $0.017

Source: BDO analysis

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We note that GMR’s management account figures at 30 June 2014 are not audited or reviewed, however there have not been significant changes in the net assets of GMR since 31 December 2013, other than those noted below.

The change in net assets between 31 December 2013 and 30 June 2014 is primarily attributable to the drawdown of the convertible note loan facility. We have performed procedures to obtain sufficient comfort to confirm that the cash and cash equivalents balance of $1,357,583 as at 30 June 2014 is not materially misstated.

The table above indicates the net asset value of a GMR share is between $0.011 and $0.017 with a preferred value of $0.015.

The following adjustments were made to the net assets of GMR as at 30 June 2014 in arriving at our valuation.

Note a: Cash and cash equivalents

The cash held by GMR as at 30 June 2014 does not reflect all the cash outflows from the Convertible Loan that have already occurred. The table below sets out the adjusted cash balance of GMR following the drawdown of the Convertible Loan.

Cash and Cash Equivalents	Note	$
Cash Balance as at 30 June 2014		1,357,583
Add: Cash inflow from issue of shares to Acorn Capital Limited	1	195,315
Adjusted cash balance		1,552,898

Note 1 – Issue of shares to Acorn Capital Limited

At GMR’s general meeting held on 8 July 2014, shareholders approved the issue of up to 24,414,329 shares to Acorn Capital Limited at a deemed issue price of $0.008 per share. We understand these shares are being issued so as not to dilute Acorn’s voting power in GMR following the issue of the First Tranche Shares. GMR has advised that it intends to issue these shares to Acorn prior to the issue of the Second Tranche Shares.

Note b: Exploration expenditure

We instructed Coffey Mining Pty Ltd ( ‘Coffey’ ) to provide an independent market valuation of the exploration assets held by GMR in accordance with the Code of Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports ( ‘the Valmin Code’ ) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ( ‘JORC Code’ ).

Coffey considered a number of different valuation methods when valuing the exploration assets of GMR. Coffey applied the MEE method and the comparable transaction method. The MEE method is discussed in Appendix 2. The comparable transaction method involves calculating a value per common attribute in a comparable transaction and applying that value to the subject asset. A common attribute could be the amount of resource or the size of a tenement. We consider these methods to be appropriate given the pre feasibility stage of development for GMR’s exploration assets. We are satisfied with the valuation

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methodologies adopted by Coffey which we believe are in accordance with industry practices and compliant with the requirements of the Valmin Code.

The range of values for each of GMR’s exploration assets as calculated by Coffey is set out below:

Note (b) - Exploration expenditure	Note (b) - Exploration expenditure
	Golden Rim Resources Limited Ref Low value Preferred value High value
	Mineral Asset Valuation $m $m $m
	Tenement status confirmed
	Balogo 6.28 9.50 10.12
	Korongou 1.62 2.03 2.43
	Sebba 2.09 2.80 3.16
	Yako 0.68 1.20 1.70
	Diapaga 0.13 0.14 0.15
	Babonga 0.11 0.12 0.13
	Sub-total 10.1 10.91 15.79 17.69
	Coffey were unable to confirm tenement status
	Sepola 0.73 1.04 1.36
	Faraba 0.24 0.35 0.97
	Kongasso 0.05 0.06 0.07
	Koyekro 0.03 0.04 0.05
	Falun 0.53 0.53 1.11
	Sub-total 1.58 2.02 3.56
	Total 12.49 17.81 21.25

Source: Coffey’s Independent Technical Valuation Report

Coffey has valued GMR’s projects to be in the range from $12.49 million to $21.25 million with a preferred value of $17.81 million. For the purposes of our valuation we have excluded any value attributable to projects where current tenement status verification was not obtained. Therefore, we have adjusted the carrying amount of exploration by the confirmed project values ranging between $10.91 million to $17.69 million with a preferred value of $15.79.

Inclusive in the above mineral asset valuation summary is the Falun project, which is the underlying asset associated to the Royal Falcon Mining LLC joint venture. The carrying value of the 30 June 2014 investment in joint venture was $395,295. This carrying value has been adjusted to nil as it is already reflected in Coffey’s valuation.

The full version of Coffey’s Technical Expert’s Report is attached in Appendix 3.

Note c: Convertible Loan

We have adjusted GMR’s balance sheet to include the total amount owed by GMR to Aurora on the Convertible Loan as at 8 July 2014. The total amount owed by GMR comprises both principal and accrued interest as follows:

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Convertible Loan	Note	$
Principal outstanding following issue of First Tranche Shares	1	1,350,000
Accrued interest	2	56,740
Total Convertible Loan Liability		1,406,740

Note 1 – Principal

Following the approval of the First Tranche Shares by Shareholders on 8 July 2014, the total principal outstanding on the Convertible Loan was $1.35 million.

Note 2 – Accrued interest

GMR has been incurring interest on the Convertible Loan on a daily basis since the drawdown date (13 May 2014). Prior to the approval of the First Tranche Shares, GMR was being charged interest at the rate of 12% per annum. We have calculated that over the period 13 May 2014 to 8 July 2014, the interest accrued on the Convertible Loan is $56,740.

These adjustments assume that the 1.65 million First Tranche Shares have effectively been converted into equity and therefore will not impact upon the net assets balance as at the date of this report.

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10.2 Quoted Market Prices for GMR’s Securities

To provide a comparison to the valuation of GMR in Section 10.1, we have also assessed the quoted market price for a GMR share.

The quoted market value of a company’s shares is reflective of a minority interest. A minority interest is an interest in a company that is not significant enough for the holder to have an individual influence in the operations and value of that company.

RG 111.11 suggests that when considering the value of a company’s shares for the purposes of approval under Item 7 of s611 the expert should consider a premium for control. An acquirer could be expected to pay a premium for control due to the advantages they will receive should they obtain 100% control of another company. These advantages include the following:

control over decision making and strategic direction;
access to underlying cash flows;
control over dividend policies; and
access to potential tax losses.

While Aurora will not be obtaining 100% of GMR, RG 111 states that the expert should calculate the value of a target’s shares as if 100% control were being obtained. RG 111.13 states that the expert can then consider an acquirer’s practical level of control when considering reasonableness. Reasonableness has been considered in Section 13.

Therefore, our calculation of the quoted market price of a GMR share including a premium for control has been prepared in two parts. The first part is to calculate the quoted market price on a minority interest basis. The second part is to add a premium for control to the minority interest value to arrive at a quoted market price value that includes a premium for control.

Minority interest value

Our analysis of the quoted market price of a GMR share is based on the pricing prior to the announcement of the Proposal. This is because the value of a GMR share after the announcement may include the affects of any change in value as a result of the Proposal. However, we have considered the value of a GMR share following the announcement when we have considered reasonableness in Section 13.

Information on the Proposal was announced to the market on 5 May 2014. Therefore, the following chart provides a summary of the share price movement over the 12 months to 4 May 2014 which was the last trading day prior to the announcement.

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----- Start of picture text -----

GMR share price and trading volume history
0.040 40.0
0.030 30.0
0.020 20.0
0.010 10.0
0.000 -
Volume Closing share price
Source: Bloomberg
($)
Share Price
Volume (millions)
----- End of picture text -----

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The daily price of GMR’s shares from 5 May 2013 to 4 May 2014 has ranged from a low of $0.008 on 30 April 2014 to a high of $0.043 on 26 July 2013.

During this period a number of announcements were made to the market. The key announcements are set out below:


Date	Announcement	Closing Share Price Following Announcement	Closing Share Price Three Days After Announcement
		$ (movement)		$ (movement)
1/05/2014	Trading Halt	0.009 � 0.0%		0.010	�	11.1%
30/04/2014	Quarterly Activities Report March 2014	0.009 � 0.0%		0.010	�	11.1%
10/04/2014	51.5 g/t Gold Received in Sampling at Korongou	0.009 � 0.0%		0.009	�	0.0%
1/04/2014	High Grade Gold Assays from the Korongou Project	0.009 � 0.0%		0.009	�	0.0%
24/03/2014	Golden Rim Secures a 100% Interest in the Balogo Project	0.010 � 11.1%		0.010	�	0.0%
12/02/2014	Response to ASX Price Query	0.014 � 40.0%		0.013	�	7.1%
30/01/2014	Quarterly Activities & Cashflow Report 31 December 2013	0.010 � 0.0%		0.010	�	0.0%
31/12/2013	Placement of Securities to Acorn Capital Limited	0.011 � 10.0%		0.011	�	0.0%
15/11/2013	Excellent Gravity Gold Recoveries Confirmed at Balogo	0.011 � 8.3%		0.012	�	9.1%
12/11/2013	New Zone of High Grade Gold Discovered at Balogo	0.012 � 0.0%		0.011	�	8.3%
8/11/2013	Golden Rim's Feasibility Study Funding	0.012 � 9.1%		0.011	�	8.3%
29/10/2013	Quarterly Activities and Cashflow Report 30 September 2013	0.013 � 8%		0.012	�	8%
24/10/2013	Share Purchase Plan	0.012 � 14%		0.013	�	8%
4/10/2013	Balogo Exploration Update	0.017 � 0%		0.017	�	0%
28/08/2013	Golden Rim Renegotiates Korongou Deal	0.018 � 5%		0.018	�	0%
14/08/2013	Bankable Feasibility Study Commences at Balogo, Burkina Faso	0.021 � 0%		0.022	�	5%
5/08/2013	Reinstatement to Official Quotation	0.025 � 22%		0.023	�	8%
5/08/2013	Golden Rim Receives New Funds	0.025 � 22%		0.023	�	8%
1/08/2013	Voluntary Suspension (prior to trade 2 August 2013)	0.032 � 0%		0.024	�	25%
31/07/2013	Trading Halt	0.032 � 0%		0.025	�	22%
26/07/2013	Quarterly Activities Report 30 June 2013	0.032 � 9%		0.032	�	0%
25/07/2013	Trenching Intersects High Grade Mineralisation	0.035 � 67%		0.032	�	9%
23/07/2013	Significant New Gold Results in Auger Drilling at Balogo	0.015 � 15%		0.032	�	113%
18/06/2013	Korongou Project Delivers Significant RD Drilling Results	0.019 � 5%		0.017	�	11%
24/05/2013	New Zone of High Grade Gold Mineralisation Discovered	0.024 � 9%		0.023	�	4%
6/05/2013	Significant Gold Intercepts from Maiden RC Drilling at Sebba	0.027 � 8%		0.025	�	7%

Source: Bloomberg and BDO analysis

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We have reviewed the movements in GMR’s share price following market sensitive announcements and noted the following:

On 23 July 2013, the Company announced new gold anomalies following drilling at its Balogo project. Following this positive news, the Company’s share price increased by 15%.
On 25 July 2013, the Company announced further results from trenching work which indicated significant gold intercepts with a peak grade of 60 g/t gold at Netiana North. The market reacted positively to this announcement and the Company’s share price increased by 67% to $0.035.
On 5 August 2013, the Company announced that it had completed a placement of 85 million fully paid ordinary shares at an issue price of $0.022 per share to raise $1.87 million (before costs). The funds from this placement were used to undertake further work at the Balogo project. In response to this announcement, the Company’s share price fell 22% to $0.025.
On 24 October 2013, the Company announced that it would be offering eligible shareholders the opportunity to participate in a share purchase plan. Eligible shareholders would be entitled to purchase up to $15,000 worth of fully paid ordinary shares at a price that is a 10% discount to the VWAP of the Company’s shares sold on the ASX over the five trading days before the Shares are issued under the plan. In response to this announcement, GMR’s share price fell 14% to $0.012.
On 12 February 2014, the Company’s share price increased by 40% to $0.014. As a result of this increase, the Company received a price query from the ASX. In response to the price query, the Company stated that it was not aware of any reason for the increase.

To provide further analysis of the market prices for a GMR share, we have also considered the weighted average market price for 10, 30, 60 and 90 day periods to 4 May 2014.

	4 May 2014	10 Days	30 Days	60 Days	90 Days
Closing Price	$0.009
Weighted Average		$0.009	$0.010	$0.011	$0.011

Source: Bloomberg, BDO analysis

The above weighted average prices are prior to the date of the announcement of the Proposal, to avoid the influence of any increase in price of GMR shares that has occurred since the Proposal was announced.

An analysis of the volume of trading in GMR shares for the 12 months to 4 May 2014 is set out below:

	Share price low	Share price high	Cumulative Volume traded	As a % of Issued capital
1 day	$0.009	$0.009	-	0.00%
10 days	$0.008	$0.010	3,376,758	0.41%
30 days	$0.008	$0.011	36,993,289	4.47%
60 days	$0.008	$0.015	87,481,446	10.58%
90 days	$0.008	$0.015	113,788,809	13.76%
180 days	$0.008	$0.021	217,327,460	26.28%
1 year	$0.008	$0.043	481,765,058	58.25%

Source: Bloomberg, BDO analysis

This table indicates that GMR’s shares display a moderate to high level of liquidity, with 58.25% of the Company’s current issued capital being traded in the 12 month period to 4 May 2014. For the quoted

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market price methodology to be reliable there needs to be a ‘deep’ market in the shares. RG 111.69 indicates that a ‘deep’ market should reflect a liquid and active market. We consider the following characteristics to be representative of a deep market:

Regular trading in a company’s securities;
Approximately 1% of a company’s securities are traded on a weekly basis;
The spread of a company’s shares must not be so great that a single minority trade can significantly affect the market capitalisation of a company; and
There are no significant but unexplained movements in share price.

A company’s shares should meet all of the above criteria to be considered ‘deep’, however, failure of a company’s securities to exhibit all of the above characteristics does not necessarily mean that the value of its shares cannot be considered relevant.

In the case of GMR, we consider there to be a moderate to high level of liquidity for its shares. While 58.25% of the Company’s shares have been traded over the 12 month period to 4 May 2014, we note that the current bid-ask spread is such that a single small trade could result in a change in the Company’s market capitalisation of up to 12.5%. We also note that on 12 February 2014, there was a significant and unexplained movement in the Company’s share price. As such, we do not consider the market for GMR’s shares to be ‘deep’.

Furthermore, we note that there was a significantly higher level of liquidity in July 2013 and August 2013 with trades over this period accounting for approximately 53% of the total volume of GMR shares trading in the 12 month period to 4 May 2014. Without the trading over this period, the liquidity of GMR’s shares would have been significantly lower.

Our assessment is that a range of values for GMR shares based on market pricing, after disregarding post announcement pricing, is between $0.009 and $0.011.

Control Premium

We have reviewed the control premiums paid by acquirers of gold companies listed on the ASX. We have summarised our findings below:

Transaction Period	Number of Transactions	Average Deal Value (A$m)	Average Control Premium
2014	1	66.35	32.29
2013	6	43.10	63.99
2012	7	258.74	34.89
2011	3	150.28	45.43
2010	10	1,364.83	56.11
2009	9	169.34	24.94
2008	3	446.27	28.54
	Mean	356.99	40.88
	Median	169.34	34.89

Source: Bloomberg and BDO Analysis

We have also reviewed the control premiums paid by acquirers of general mining companies listed on the ASX. We have summarised our findings below:

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Transaction Period	Number of Transactions	Average Deal Value (A$m)	Average Control Premium
2014	1	60.31	32.29
2013	13	56.43	55.41
2012	19	135.78	42.67
2011	20	634.68	31.40
2010	23	755.97	45.04
2009	29	86.80	39.23
2008	8	553.76	38.87
	Mean	326.25	40.70
	Median	135.78	39.23

Source: Bloomberg and BDO Analysis

In arriving at an appropriate control premium to apply, we note that observed control premiums can vary due to the:

Nature and magnitude of non-operating assets;
Nature and magnitude of discretionary expenses;
Perceived quality of existing management;
Nature and magnitude of business opportunities not currently being exploited;
Ability to integrate the acquiree into the acquirer’s business;
Level of pre-announcement speculation of the transaction; and
Level of liquidity in the trade of the acquiree’s securities.

Based on our analysis of the control premiums paid for ASX listed gold companies and general ASX listed mining companies, we consider an appropriate control premium to apply to a GMR share is between 35% and 40%.

Quoted market price including control premium

Applying a control premium to GMR’s quoted market share price results in the following quoted market price value including a premium for control:

	Low $	Midpoint (rounded) $	High $
Quoted market price value	$0.009	$0.010	$0.011
Control premium	35%	37.5%	40%
Quoted market price valuation including a premium for control	$0.012	$0.014	$0.015

Source: BDO analysis

Therefore, our valuation of a GMR share based on the quoted market price method and including a premium for control is between $0.012 and $0.015, with a rounded midpoint value of $0.014.

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10.3 Assessment of GMR’s Value prior to the Proposal

The results of the valuations performed are summarised in the table below:

	Low	Preferred	High
	$	$	$
Net assets value (Section 10.1)	$0.011	$0.015	$0.017
ASX market prices (Section 10.2)	$0.012	$0.014	$0.015

Source: BDO analysis

Our secondary valuation approach (QMP) supports our primary approach (NAV).

We consider the controlling value of a GMR share prior to the Transaction determined under the net asset value methodology to be appropriate. Coffey has performed an independent market valuation of GMR’s projects as at 19 September 2014. This market valuation represents the value GMR may reasonably expect to be able to realise for its projects, given the current level of development. These projects are GMR’s primary asset and therefore we consider the value of a GMR share is most appropriately valued with reference to the market value of its projects.

On this basis, we consider the value of a GMR share on a controlling basis prior to the Proposal to be in the range from $0.011 to $0.017 with a preferred value of $0.015.

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11. Valuation of GMR following the Proposal

11.1 Primary approach current scenario

The value of GMR shares on a net assets basis following the Proposal is set out below:

	Low value Preferred value High value
Notes	$'000 $'000 $'000
Net Assets of GMR prior to the Proposal	11,416 16,339 18,199
Add: Convertible Loan liability currently on balance sheet 1	1,407 1,407 1,407
Add: Net proceeds received as part of the Private Placement 2	2,844 2,844 2,844
Net Assets of GMR following the Proposal (control basis)	15,666 20,589 22,449
Discount for minority interest 3	29% 27% 26%
Net Assets of GMR following the Proposal (minority interest basis)	11,190 14,974 16,629
Shares on issue ('000) 4	1,483,788 1,483,788 1,483,788
Value per share ($)	$ 0.008 $ 0.010 $ 0.011

Source: BDO analysis

The table above indicates the net asset value of a GMR share following the Proposal on a minority basis is between $0.008 and $0.011 with a preferred value of $0.010. In arriving at this value, the following adjustments were made to the net assets of GMR following the Proposal.

Note 1: Convertible Loan liability currently on balance sheet

We have added back the liability currently on GMR’s balance sheet for the Convertible Loan as this liability will not exist if the Proposal is approved and Aurora elects to convert the Convertible Loan.

Note 2: Private Placement

GMR is proposing to undertake the Private Placement. The placement is contingent upon the approval of the Convertible Loan and therefore an adjustment has been made to net assets and shares on issue following the Proposal. The details of the placement are noted below assuming the maximum number of shares is issued:

Dilution of shares following the Placement
Private Placement GMR
Number of shares to be issued under the Private Placement	275,000,000
Ordinary share issue price ($)	0.011
Gross amount raised per Private Placement ($)	3,025,000

Transaction costs associated with the placement ($)	(181,500)
Total net proceeds from Private Placement ($)	2,843,500

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Note 3: Minority discount

The net asset value of a GMR share following the Proposal is reflective of a controlling interest. This suggests that the acquirer obtains an interest in the company which allows them to have an individual influence in the operations and value of that company. Therefore, if the Proposal is approved, Shareholders may become minority interest shareholders in GMR as Aurora could hold a controlling interest, meaning that their individual holding will not be considered significant enough to have an individual influence in the operations and value of the Company.

Therefore, we have adjusted our valuation of a GMR share following the Proposal, to reflect a minority interest holding. A minority interest discount is the inverse of a premium for control and is calculated using the formula 1 – (1/1+control premium). As discussed in section 10.2, we consider an appropriate control premium for GMR to be in the range of 35% to 40%, giving rise to a minority interest discount in the range of 26% to 29%.

Note 4: Number of shares on issue

We have adjusted the number of shares on issue to incorporate the additional shares that may be issued to Aurora on conversion of the balance of the Convertible Loan into Second Tranche Shares which includes all accrued interest. This is set out in the table below:

	Ordinary Shares
	Number of Shares on Issue after Proposal Note ('000)
	Number of shares on issue prior to the Proposal 1,057,771
	Convertible Note
	Number of new shares issued on conversion of the Convertible Loan a 135,000
	Number of new shares issued in lieu of interest payments b 16,017
	Number of new shares issued under the Private Placement c 275,000
	Number of shares on issue after the Proposal 1,483,788

Source: BDO analysis

Note a – Shares issued on conversion of the Convertible Loan

The face value of the Convertible Loan is $3 million. On 8 July 2014, Shareholders approved the issue of the First Tranche Shares as consideration for $1.65 million of the principal of the Convertible Loan. Therefore the remaining principal to be converted is $1.35 million.

Under the terms of the Convertible Loan, the Second Tranche Shares are to be issued at a deemed issue price equal to 20% of the 20 day VWAP of GMR shares in the 20 trading days immediately prior to the date of notice of election given by Aurora to convert the loan. As this price is based on a future VWAP, it is not possible to determine what the conversion price will be.

For the purposes of our valuation, we have had reference to the most recent 20 day VWAP of GMR shares on the ASX. We calculated the 20 day VWAP of GMR shares up to 12 September 2014 to be $0.012. Therefore, we have assumed a conversion price of $0.010 in our valuation.

Assuming a conversion price of $0.010, GMR would need to issue 135 million shares to Aurora as consideration for the outstanding Convertible Loan principal of $1.35 million.

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Note b – Shares issued in lieu of interest

Under the terms of the Convertible Loan, GMR is required to pay interest to Aurora from the date of drawdown (13 May 2014). The interest rate on the Convertible Loan was 12% initially, but following Shareholders’ approval of the First Tranche Shares, this rate was reset to 10%. Approval for the issue of the First Tranche Shares was received at a general meeting held by the Company on 8 July 2014.

Interest accrues on a daily basis and is payable until the termination date. While the Convertible Loan matures on 3 May 2015, if Aurora wishes to convert the balance of the Convertible Loan into shares, it must make this election no later than 40 days prior to the maturity of the Convertible Loan. Since this valuation assumes conversion of the Convertible Loan into Second Tranche Shares will take place, we have assumed that GMR will not pay interest past 24 March 2015, being 40 days prior to the maturity of the Convertible Loan.

Based on the above information, we have calculated the total interest incurred on the Convertible Loan to be $160,173. Assuming a conversion price of $0.010, GMR will be required to issue Aurora 16,017,274 shares in lieu of payment of the interest.

Note c – Shares issued on under the proposed Private Placement

The Private Placement is set to raise between a minimum of $2,530,000 through the issue of 230 million shares up to $3,025,000 through the issue of 270 million shares. We have adjusted the equity and associated cash proceeds by the maximum which management considers to be the more likely outcome.

Options to be issued under the Private Placement are not in the money and therefore we have not diluted issued capital for the potential exercise of these options.

11.2 Primary approach - maximum dilution scenario

We have also assessed the value of a GMR share following the Proposal, assuming the maximum dilution scenario occurs. This scenario assumes a conversion price of $0.0008, based on a 20% discount to the lowest possible trading price of $0.001 per share.

			Low value	Preferred value		High value
	Note		$'000	$'000		$'000
Net Assets of GMR following the Proposal (minority interest basis)			11,190	14,974		16,629
Shares on issue ('000)	1		3,220,487	3,220,487		3,220,487
Value per share ($)		$	0.003	$ 0.005	$	0.005

The table above indicates the net asset value of a GMR share following the Proposal on a minority basis in the maximum dilution scenario is between $0.003 and $0.005 with a preferred value of $0.005. In arriving at this value per share, the following additional adjustment was made.

Note 1: Shares on issue

We have adjusted the number of shares on issue to incorporate the additional shares that may be issued to Aurora on conversion, assuming the 20 day VWAP of the Company’s shares falls to $0.001 per share. The number of shares on issue in this maximum dilution scenario is set out in the table below:

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	Ordinary Shares
	Number of Shares on Issue after Proposal ('000)
	Number of shares on issue prior to the Proposal 1,057,771
	Convertible Note
	Number of new shares issued on conversion of the Convertible Loan 1,687,500
	Number of new shares issued in lieu of interest payments 200,216
	Number of new shares issued under the Private Placement 275,000
	Number of shares on issue after the Proposal 3,220,487

Source: BDO analysis

11.3 Secondary approach

Under Australian Accounting Standards, the fair value of a convertible note is apportioned between debt and equity. The debt component of a convertible note that converts into a fixed number of shares is valued at the present value of its cash flows (coupons and principal). The discount rate used in the present value calculation is the interest rate that the issuer could obtain from the market on a similar debt instrument without the conversion feature. The equity component of the convertible note is the residual between the face value of the note and the value of the debt.

Similarly, for a convertible note that is convertible to a variable number of shares, the fair value of the instrument is apportioned between debt and equity. However, the valuation methodology differs in that the equity component of the instrument is fair valued, with the residual between the face value and the value of the equity being classified as debt.

Although the Convertible Note has a fixed conversion price we do not consider it is appropriate to present value the coupon and principal repayments. In order to perform this present value calculation, we need to determine the interest rate which GMR could borrow funds in the market without a conversion feature. Given the material uncertainty surrounding GMR’s ability to continue operating as a going concern, we do not consider that any lenders would extend funds to GMR without having the ability to convert those funds into shares.

Therefore, we have valued the Convertible Note using the Black Scholes Pricing Model to value the equity, with the residual between the equity value and the face value being classified as debt.

The Convertible Loan is convertible at a conversion price equal to 80% of the 20 day VWAP over the 20 days immediately prior to Aurora electing to convert the Convertible Loan. We have assumed a conversion price of $0.010 in our valuation. Based on the outstanding principal amount of $1.35 million and a conversion price of $0.010, the Convertible Loan would be convertible to 135 million shares.

The key inputs used in our Black Scholes equity value are detailed below:

Underlying share price

We used an underlying share price of $0.012, being the 20 day VWAP to 12 September 2014. We have used this value as our underlying share price as a result of the conversion price being based on the trading price of a GMR share.

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Exercise price

The exercise price is the conversion price of the Convertible Loan. As discussed above, we have assumed a conversion price of $0.010 per share.

Life of the Convertible Notes

Aurora may elect to convert the Convertible Loan into shares until 24 March 2015, being 40 days prior to the maturity of the Convertible Loan. This gives the Convertible Loan a life of 0.54 years from 12 September 2014 to 24 March 2015.

Volatility

Recent volatility of the share price of GMR shares was calculated over one, two and three year periods, using data extracted from Bloomberg. We expect the annual share price volatility of a GMR share to be approximately 115% over the term of the Convertible Loan.

Risk-free rate of interest

We have used the one-year Australian Government Bond Rate at 12 September 2014 of 2.52% as a proxy for the risk free rate.

Dividend Expected on the Shares

GMR is currently unlikely to pay a dividend during the life of the Convertible Loan.

Number of equity instruments granted

The number of equity instruments input to our option pricing model is derived by dividing the remaining principal of the Convertible Loan ($1.35 million) by the conversion price ($0.010). Based on this calculation, the Company will issue 135 million shares under the Convertible Loan.

Conclusion

We set out below our conclusion as to the values of the equity component of the Convertible Loan.

Item	Convertible Loan

Underlying share price	$0.012

Exercise price	$0.010

Life of the Convertible Note	0.54 years

Volatility (%)	115%

Risk-free rate of interest (%)	2.52%

Dividends expected on the shares (%)	-

Number of instruments	135,000,000

Valuation per instrument	$0.005

Valuation of Equity	$675,000

Source: BDO analysis

Based on our analysis above, the value of the debt and equity component of the Convertible Loan is set out in the table below.

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Item	Convertible Loan $m
Value of Equity	0.675
Value of Debt	0.675
Face value of Convertible Note	1.35

These debt and equity values are reflected in our secondary valuation approach set out in the table below:

Notes Net Assets of GMR prior to the Proposal Add: Convertible Loan liability currently on balance sheet 1 Add: Net proceeds received as part of the Private Placement 2 Less: Debt component of the Convertible Loan 3 Less: Present value of interest on the Convertible Loan 4 Net Assets of GMR following the Proposal Discount for minority interest Net Assets of GMR following the Proposal (minority interest basis) Adjustment for embedded call option value of the Convertible Loan 4 Ordinary shareholder value Shares on issue (number) 5 Value per share ($)	Low value Preferred value High value
	$'000 $'000 $'000
	11,416 16,339 18,199
	1,407 1,407 1,407
	2,844 2,844 2,844
	(675) (675) (675)
	(157) (157) (157)
	14,834 19,758 21,618
	29% 27% 26%
	10,596 14,369 16,013
	(675) (675) (675)
	9,921 13,694 15,338
	1,332,771 1,332,771 1,332,771
	$ 0.007 $ 0.010 $ 0.012

Source: BDO analysis

The table above indicates the net asset value of a GMR share following the Proposal is in the range from $0.007 to $0.012 with a preferred value of $0.010.

Note 1: Convertible Loan liability currently on balance sheet

We have added back the Convertible Loan liability already included on GMR’s balance sheet. The amount added back is discussed in section 10.1.

Note 2: Private Placement

For further details refer to section 11.1 Note 2.

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Note 3: Debt component of the Convertible Loan

We have increased the debt on GMR’s balance sheet to reflect the value of the debt component on the Convertible Loan calculated above.

Note 4: Present value of interest payable on the Convertible Loan

The Convertible Loan had an interest rate of 12% per annum which was reduced to 10% on 8 July 2014 following Shareholders approval of the First Tranche Shares. As discussed in section 10.1, the amount of interest accrued on the Convertible Loan up to 8 July 2014 was $56,740.

As discussed in section 11.3, Aurora must make its election to convert the Convertible Loan by 24 March 2015, therefore GMR will not incur interest beyond this date. We have calculated the interest to be incurred by GMR over the period 8 July 2014 to 24 March 2015 to be $103,433. We have discounted this to present value using a discount rate of 10% per annum (the interest rate on the Convertible Loan following the approval of the First Tranche Shares). Based on this discount rate, we have calculated the present value of interest over the period 8 July 2014 to 24 March 2015 to be $99,960.

Based on the above, we consider the total present value of interest on the Convertible Loan as at 8 July 2014 to be $156,700. This is shown in the table below:

	Actual		Present
Present Value of Interest on Convertible Loan	Interest	Discount Rate	Value
Interest incurred between 13 May 2014 and 8 July 2014	$56,740	Already at present value	$56,740
Interest incurred between 9 July 2014 and 24 March 2015	$103,433	10%	$99,960
Total present value of interest	$160,173		$156,700

Source: BDO Analysis

Note 4: Adjustment for embedded call option value of the Convertible Loan

We have adjusted the ordinary shareholder value for the value of the embedded call option component of the Convertible Loan. See above for the valuation of the embedded call option.

Note 5: Shares on issue

We have not increased the number of shares on issue for the conversion of the Convertible Loan as this is reflected through the reduction in equity as a result of the call option value and the increase in liabilities arising from the debt component of the Convertible Loan. We have updated the number of shares for the proposed Private Placement as noted below:

	Ordinary Shares
Number of Shares on Issue after Proposal	('000)
Number of shares on issue prior to the Proposal	1,057,771
Number of new shares issued under the Private Placement	275,000
Number of shares on issue after the Proposal	1,332,771

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11.4 Secondary approach- maximum dilution scenario

We have also assessed the value of a GMR share following the Proposal, assuming the maximum dilution scenario occurs. Under this scenario, we have decreased the underlying share price to $0.001, being the lowest possible trading price. By reducing the underlying share price by a factor of ten above, the conversion price decreases proportionately, this means the number of shares to be issued increases by a factor of ten. As the above changes to the inputs of the Black Scholes option pricing model are proportionate, the equity value of the Convertible Loan is unchanged under both scenarios, therefore the net effect on GMR’s balance sheet does not differ from our analysis in section 11.3 above.

11.5 Valuation of GMR following the Proposal

We note that the value of a GMR share under the secondary approach is marginally higher than the valuation under the primary approach. Given the short life of the Convertible Loan, we consider the value of a GMR share derived under the primary approach to be more appropriate as this more accurately reflects the substance of the instrument being closer to a near term placement than to a longer life debt instrument. Therefore, in our assessment of the fairness of the Proposal, we have considered the post Proposal value of a GMR share determined under the primary approach.

Therefore, we consider the value of a GMR share on a control basis following the Proposal to be in the range from $0.008 to $0.011 with a preferred value of $0.010.

12. Is the Proposal fair?

The value of a GMR share prior to the Proposal on a control basis and the value of a GMR share following the Proposal on a minority basis are compared below:

		Low	Preferred	High
	Ref
		$	$	$
Value of a GMR share prior to the Proposal on a control basis	10.3	$0.011	$0.015	$0.017
Value of GMR share following the Proposal on a minority basis – Primary Approach	11.1	$0.008	$0.010	$0.011
Value of a GMR share following the Proposal on a minority basis – Primary Approach (assuming maximum dilution)	11.2	$0.003	$0.005	$0.005

We note from the table above that value of a GMR share prior to the Proposal on a control basis is greater than the value of a GMR share following the Proposal on a minority basis, both in the current scenario and the maximum dilution scenario. Therefore, we consider that the Proposal is not fair.

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13. Is the Proposal reasonable?

13.1 Advantages of approving the Proposal

We have considered the following advantages when assessing whether the Proposal is reasonable.

13.1.1 Lack of Superior Alternative Proposals

If the Proposal is not approved, the Company will be required to source additional funds in order to repay the Convertible Loan. In the Company’s financial statements for the half-year ended 31 December 2013, the auditors included an emphasis of matter in their audit report, drawing attention to the significant uncertainty as to whether GMR will be able to continue operating as a going concern. The directors believe the use of the going concern basis of accounting is appropriate as they anticipate being able to source the necessary funding required to satisfy the Company’s working capital needs.

The Proposal represents a source of funding for the Company. If the Proposal is not approved, the options available to GMR to raise funds to repay the Convertible Loan remain very limited due to the current state of equity capital markets. Alternative sources of funds may be on terms that are less advantageous to the Company than the Convertible Loan.

13.1.2 Conversion will put the Company under less cash flow strain

The conversion of the Convertible Loan will result in the issue of up to an additional 188.77 million shares. Upon conversion, the Convertible Loan will be deemed as having been repaid. Accordingly, the Company will not have to repay these facilities in cash, which puts the Company under less cash flow strain.

If the Proposal is not approved, the Company will be required to repay the Convertible Loan in cash by 3 May 2015. While the Company’s cash reserves are currently sufficient to repay the balance of the Convertible Loan, we understand that the funds are intended to be used for the continued exploration work at the Balogo and Korongou projects and working capital. Therefore, it is unlikely that the Company’s cash reserves will be still be sufficient to repay the Convertible Loan on 3 May 2015. If the Proposal is not approved, the Company may need to seek an alternative source of funds from which to repay the Convertible Loan. As stated in 13.1.1 above, alternative sources of funds may be on terms that are less advantageous to the Company than the Convertible Loan.

13.1.3 Access to the Private Placement

The Private Placement will provide the Company with up to $3.025 million, before costs. It is conditional upon the conversion of the Convertible Loan Proposal being approved and various other conditions. The Private Placement will provide additional working capital and will not be received if the Proposal is not approved or the other conditions are not met.

13.1.4 The ability of GMR to raise additional funds may increase

If the Proposal is approved and Aurora elects to convert the Convertible Loan into shares, the level of the Company’s borrowings will fall. The reduced level of gearing and strengthening of the Company’s net asset balance may increase the Company’s ability to raise additional funds that may be required to fund the Company’s long term development strategy.

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13.2 Disadvantages of Approving the Proposal

If the Proposal is approved, in our opinion, the potential disadvantages to Shareholders include the following.

13.2.1 The Proposal is not fair

As assessed in section 12, in our opinion the Proposal is not fair to Shareholders.

13.2.2 Dilution of existing Shareholders’ interests

If the Proposal is approved and Aurora elects to convert the Convertible Loan, including any accrued interest, into shares, Aurora’s interest in the Company will increase from 19.50% to above 20%. Existing Shareholders’ interests may be diluted from 80.50% to 75.92. This dilution will give Aurora the power to block special resolutions and will reduce Shareholders’ collective influence on the operations of the Company.

As the Convertible Loan is convertible at a 20% discount to the 20 day VWAP at the time that Aurora elects to convert, the extent of dilution of existing Shareholders’ interests is determined by the future share price performance of the Company. We have therefore assessed the dilution of existing Shareholders’ interests based on a maximum dilution scenario, which assumes the 20 day VWAP decreases to $0.001, the lowest possible trading price. Under this scenario, Aurora’s interest in the Company may increase from 19.50% to a maximum of 65.02%, therefore diluting existing Shareholders’ interests from 80.50% to 34.98%. This dilution will give Aurora the power to block and pass general resolutions and to block special resolutions and will reduce Shareholders’ collective influence on the operations of the Company.

13.3 Other considerations

13.3.1 Alternative Proposal

We are unaware of any alternative proposal that might offer the Shareholders of GMR a premium over the value ascribed to, resulting from the Proposal.

13.3.2 Aurora is entitled to appoint one nominee as a director of the Company

Under the terms of the Convertible Loan, if the Proposal is approved, and if Aurora’s voting power in GMR is equal to or greater than 10%, Aurora is entitled to appoint one nominee as a director of GMR. Aurora has nominated Martin Pyle for the role of non-executive director of the Company. Martin Pyle was appointed to the Board of GMR on 18 July 2014.

13.3.3 Aurora’s intentions for the Company

GMR understands that Aurora and its associates have the following intentions for the Company:

It will remain in the resource exploration industry;
The current Board of Directors will continue however Aurora will exercise its right to appoint a nominee Director as discussed above;
It will maintain its primary projects in Burkina Faso, being the Balogo and Korongou Projects;
The Company has previously announced that it intends to divest its interest in its non-primary projects in Burkina Faso and its projects in Mali and Cote d’lvoire. Aurora does not intend to retain these projects;

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The Company will require further funding as it develops its exploration assets. Aurora has no immediate intentions to inject further funding into the Company at this time;
It will continue the employment of the Company’s existing employees;
It is not the intention of Aurora to transfer any assets between the Company and Aurora and its associates; and
It is not the intention of Aurora or its associates to re-deploy any assets or property of the Company.

13.3.4 Post announcement pricing

We have analysed movements in GMR’s share price since the Proposal was announced on 5 May 2014. A graph of GMR’s share price over the period 1 March 2014 to 12 September 2014 is shown below.

GMR share price and trading volume history

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----- Start of picture text -----

0.014 35.0
0.012 30.0
0.010 25.0
0.008 20.0
0.006 15.0
0.004 10.0
0.002 5.0
0.000 -
Volume Closing share price
($)
Share Price
Volume (millions)
----- End of picture text -----

Source: Bloomberg and BDO analysis

In the week following the announcement of the Proposal, GMR’s share price decreased from $0.010 per share to $0.009 per share. In subsequent weeks the share price fluctuated between $0.008 and $0.009.

On 19 June 2014, the Company announced drilling results obtained at its Korongou project. Following this announcement the Company’s share price increased to $0.011.

On 18 July 2014, the Company announced drill results for its Balogo Project in Burkina Faso, as well as the appointment of a non executive director. In the days following these announcements the share price increased.

On 1 August 2014, the Company announced a substantial gold anomaly at Korongou.

Between 19 June 2014 and 12 September 2014, the Company’s share price has fluctuated between $0.009 and $0.013.

The above announcements were made following the announcement of the Convertible Loan. As such, it is difficult to determine if the share price movements will revert to pre-announcement levels in the event that the Proposal is not approved.

14. Conclusion

We have considered the terms of the Proposal as outlined in the body of this report and have concluded that the Proposal is not fair but reasonable to Shareholders.

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15. Sources of information

This report has been based on the following information:

Draft Notice of General Meeting and Explanatory Statement on or about the date of this report;
Audited financial statements of GMR for the year ended 30 June 2013 and reviewed statements for the half-year ended 31 December 2013;
Unaudited draft financial statements as at 30 June 2014;
Independent Valuation Report of GMR’s mineral assets dated 19 September 2014 performed by Coffey;
Share registry information;
Appendix 5B June 2014 quarterly activities report;
Private Placement term sheet between the Company and an affiliate of Sprott Inc dated 12 August 2014;
Information in the public domain; and
Discussions with Directors and Management of GMR.

16. Independence

BDO Corporate Finance (WA) Pty Ltd is entitled to receive a fee of $28,000 (excluding GST and reimbursement of out of pocket expenses). The fee is not contingent on the conclusion, content or future use of this Report. Except for this fee, BDO Corporate Finance (WA) Pty Ltd has not received and will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this report.

BDO Corporate Finance (WA) Pty Ltd has been indemnified by GMR in respect of any claim arising from BDO Corporate Finance (WA) Pty Ltd's reliance on information provided by GMR, including the non provision of material information, in relation to the preparation of this report.

Prior to accepting this engagement BDO Corporate Finance (WA) Pty Ltd has considered its independence with respect to GMR and Aurora and any of their respective associates with reference to ASIC Regulatory Guide 112 ‘Independence of Experts’. In BDO Corporate Finance (WA) Pty Ltd’s opinion it is independent of GMR and Aurora and their respective associates.

Neither the two signatories to this report nor BDO Corporate Finance (WA) Pty Ltd, have had within the past two years any professional relationship with GMR, or their associates, other than in connection with the preparation of this report.

A draft of this report was provided to GMR and its advisors for confirmation of the factual accuracy of its contents. No significant changes were made to this report as a result of this review.

BDO is the brand name for the BDO International network and for each of the BDO Member firms.

BDO (Australia) Ltd, an Australian company limited by guarantee, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of Independent Member Firms. BDO in Australia, is a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International).

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17. Qualifications

BDO Corporate Finance (WA) Pty Ltd has extensive experience in the provision of corporate finance advice, particularly in respect of takeovers, mergers and acquisitions.

BDO Corporate Finance (WA) Pty Ltd holds an Australian Financial Services Licence issued by the Australian Securities and Investment Commission for giving expert reports pursuant to the Listing rules of the ASX and the Corporations Act.

The persons specifically involved in preparing and reviewing this report were Sherif Andrawes and Adam Myers of BDO Corporate Finance (WA) Pty Ltd. They have significant experience in the preparation of independent expert reports, valuations and mergers and acquisitions advice across a wide range of industries in Australia and were supported by other BDO staff.

Sherif Andrawes is a Fellow of the Institute of Chartered Accountants in England & Wales and a Member of the Institute of Chartered Accountants in Australia. He has over twenty five years experience working in the audit and corporate finance fields with BDO and its predecessor firms in London and Perth. He has been responsible for over 250 public company independent expert’s reports under the Corporations Act or ASX Listing Rules. These experts’ reports cover a wide range of industries in Australia with a focus on companies in the natural resources sector. Sherif Andrawes is the Chairman of BDO in Western Australia, Corporate Finance Practice Group Leader of BDO in Western Australia and the Natural Resources Leader for BDO in Australia.

Adam Myers is a member of the Australian Institute of Chartered Accountants. Adam’s career spans 16 years in the Audit and Assurance and Corporate Finance areas. Adam has considerable experience in the preparation of independent expert reports and valuations in general for companies in a wide number of industry sectors.

18. Disclaimers and consents

This report has been prepared at the request of the directors of GMR for inclusion in the Notice of Meeting and Explanatory Memorandum which will be sent to all GMR Shareholders. GMR engaged BDO Corporate Finance (WA) Pty Ltd to prepare an independent expert's report to consider whether the Proposal to convert the Convertible Loan into shares is fair and reasonable.

BDO Corporate Finance (WA) Pty Ltd hereby consents to this report accompanying the above Notice of Meeting and Explanatory Memorandum. Apart from such use, neither the whole nor any part of this report, nor any reference thereto may be included in or with, or attached to any document, circular resolution, statement or letter without the prior written consent of BDO Corporate Finance (WA) Pty Ltd.

BDO Corporate Finance (WA) Pty Ltd takes no responsibility for the contents of the Notice of Meeting and Explanatory Memorandum other than this report.

We have no reason to believe that any of the information or explanations supplied to us are false or that material information has been withheld. It is not the role of BDO Corporate Finance (WA) Pty Ltd acting as an independent expert to perform any due diligence procedures on behalf of the Company. The Directors of the Company are responsible for conducting appropriate due diligence in relation to Aurora. BDO Corporate Finance (WA) Pty Ltd provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process.

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The opinion of BDO Corporate Finance (WA) Pty Ltd is based on the market, economic and other conditions prevailing at the date of this report. Such conditions can change significantly over short periods of time.

With respect to taxation implications it is recommended that individual Shareholders obtain their own taxation advice, in respect of the Proposal, tailored to their own particular circumstances. Furthermore, the advice provided in this report does not constitute legal or taxation advice to the Shareholders of GMR, or any other party.

BDO Corporate Finance (WA) Pty Ltd has also considered and relied upon independent valuations for mineral assets held by GMR.

The valuer engaged for the mineral asset valuation, Coffey, possess the appropriate qualifications and experience in the industry to make such assessments. The approaches adopted and assumptions made in arriving at their valuation is appropriate for this report. We have received consent from the valuer for the use of their valuation report in the preparation of this report and to append a copy of their report to this report.

The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete.

The terms of this engagement are such that BDO Corporate Finance (WA) Pty Ltd has no obligation to update this report for events occurring subsequent to the date of this report.

Yours faithfully

BDO CORPORATE FINANCE (WA) PTY LTD

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Sherif Andrawes

Director

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Adam Myers Director

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A endix 1 – Glossar of Terms pp y

Reference	Definition
The Act	The Corporations Act
APES 225	Accounting Professional & Ethical Standards Board professional standard APES 225
	‘Valuation Services’
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange
Aurora	Aurora Minerals Limited
BDO	BDO Corporate Finance (WA) Pty Ltd
BFS	Bankable Feasibility Study
Coffey	Coffey Mining Pty Ltd
The Company	Golden Rim Resources Limited
Convertible Loan	The $3 million loan provided from Aurora to GMR which, subject to shareholder
	approval, may be repaid by the issue of GMR shares to Aurora
DCF	Discounted Future Cash Flows
EBIT	Earnings before interest and tax
EBITDA	Earnings before interest, tax, depreciation and amortisation
First Tranche Shares	GMR shares issued to Aurora as repayment of $1.65 million of the Convertible Loan
FME	Future Maintainable Earnings
GMR	Golden Rim Resources Limited
GMR Burkina	Golden Rim Resources Burkina SARL
JORC Code	The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
	Reserves
Loan Agreement	The agreement between GMR and Aurora setting out the terms of the Convertible
	Loan
NAV	Net Asset Value

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Our Report	This Independent Expert’s Report prepared by BDO
The Proposal	The Proposal to approve the issue of up to 188,771,593 million shares in GMR to
	Aurora as settlement for the balance of the principal and accrued interest on the
	Convertible Loan.
RG 74	Acquisitions approved by Members (December 2011)
RG 111	Content of expert reports (March 2011)
RG 112	Independence of experts (March 2011)
Second Tranche Shares	GMR shares that may be issued to Aurora as repayment of the remaining $1.35 million
	and all accrued interest on the Convertible Loan.
Shareholders	Shareholders of GMR not associated with the Proposal
Shares	Ordinary fully paid shares in GMR
Terms Sheet	A term sheet for the Diapaga Joint Venture with Blina Minerals NL which the Company
	entered into on 3 December 2012
Valmin Code	The Code of Technical Assessment and Valuation of Mineral and Petroleum Assets and
	Securities for Independent Expert Reports
Valuation Engagement	An Engagement or Assignment to perform a Valuation and provide a Valuation Report
	where the Valuer is free to employ the Valuation Approaches, Valuation Methods, and
	Valuation Procedures that a reasonable and informed third party would perform taking
	into consideration all the specific facts and circumstances of the Engagement or
	Assignment available to the Valuer at that time.
VWAP	Volume Weighted Average Price

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A endix 2 – Valuation Methodolo ies pp g

Methodologies commonly used for valuing assets and businesses are as follows:

1 Net asset value (‘NAV’) Asset based methods estimate the market value of an entity’s securities based on the realisable value of its identifiable net assets. Asset based methods include:

14 Orderly realisation of assets method
15 Liquidation of assets method
16 Net assets on a going concern method

The orderly realisation of assets method estimates fair market value by determining the amount that would be distributed to entity holders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the entity is wound up in an orderly manner.

The liquidation method is similar to the orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter time frame. Since wind up or liquidation of the entity may not be contemplated, these methods in their strictest form may not be appropriate. The net assets on a going concern method estimates the market values of the net assets of an entity but does not take into account any realisation costs.

Net assets on a going concern basis are usually appropriate where the majority of assets consist of cash, passive investments or projects with a limited life. All assets and liabilities of the entity are valued at market value under this alternative and this combined market value forms the basis for the entity’s valuation.

Often the FME and DCF methodologies are used in valuing assets forming part of the overall Net assets on a going concern basis. This is particularly so for exploration and mining companies where investments are in finite life producing assets or prospective exploration areas.

These asset based methods ignore the possibility that the entity’s value could exceed the realisable value of its assets as they do not recognise the value of intangible assets such as management, intellectual property and goodwill. Asset based methods are appropriate when an entity is not making an adequate return on its assets, a significant proportion of the entity’s assets are liquid or for asset holding companies.

2 Quoted Market Price Basis (‘QMP’)

A valuation approach that can be used in conjunction with (or as a replacement for) other valuation methods is the quoted market price of listed securities. Where there is a ready market for securities such as the ASX, through which shares are traded, recent prices at which shares are bought and sold can be taken as the market value per share. Such market value includes all factors and influences that impact upon the ASX. The use of ASX pricing is more relevant where a security displays regular high volume trading, creating a ‘deep’ market in that security.

3 Capitalisation of future maintainable earnings (‘FME’)

This method places a value on the business by estimating the likely FME, capitalised at an appropriate rate which reflects business outlook, business risk, investor expectations, future growth prospects and other entity specific factors. This approach relies on the availability and analysis of comparable market data.

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The FME approach is the most commonly applied valuation technique and is particularly applicable to profitable businesses with relatively steady growth histories and forecasts, regular capital expenditure requirements and non-finite lives.

The FME used in the valuation can be based on net profit after tax or alternatives to this such as earnings before interest and tax (‘ EBIT ’) or earnings before interest, tax, depreciation and amortisation (‘ EBITDA ’). The capitalisation rate or ‘earnings multiple’ is adjusted to reflect which base is being used for FME.

4 Discounted future cash flows (‘DCF’) The DCF methodology is based on the generally accepted theory that the value of an asset or business depends on its future net cash flows, discounted to their present value at an appropriate discount rate (often called the weighted average cost of capital). This discount rate represents an opportunity cost of capital reflecting the expected rate of return which investors can obtain from investments having equivalent risks.

Considerable judgement is required to estimate the future cash flows which must be able to be reliably estimated for a sufficiently long period to make this valuation methodology appropriate.

A terminal value for the asset or business is calculated at the end of the future cash flow period and this is also discounted to its present value using the appropriate discount rate.

DCF valuations are particularly applicable to businesses with limited lives, experiencing growth, that are in a start up phase, or experience irregular cash flows.

5 Market Based Assessment

The market based approach seeks to arrive at a value for a business by reference to comparable transactions involving the sale of similar businesses. This is based on the premise that companies with similar characteristics, such as operating in similar industries, command similar values. In performing this analysis it is important to acknowledge the differences between the comparable companies being analysed and the company that is being valued and then to reflect these differences in the valuation.

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Appendix 3 – Independent Valuation Re ort p

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BDO Corporate Finance (WA) Pty Ltd Independent Technical Valuation Golden Rim Resources Projects

19 September 2014

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Independent Technical Valuation

Prepared for BDO Corporate Finance (WA) Pty Ltd

Prepared by Coffey Mining Pty Ltd Suite 2, 53 Burswood Road Burswood WA 6100 Australia t: +61 8 9269 6200 f: +61 8 9269 6299 ABN: 52 065 481 209

19 September 2014

Document authorisation

Our ref: MINEWPER01278AA

For and on behalf of Coffey

Paul Mazzoni Principal Audits Geologist

Quality information

Revision history

Revision	Description	Date	Author	Reviewer	Signatory
v1 draft	first draft	10/07/2014	Paul Mazzoni	John Hearne	Paul Mazzoni
V0 final	Final report	15/09/2014	Paul Mazzoni	John Hearne	Paul Mazzoni
V0 RevA	Revised	19/09/2014	Paul Mazzoni	Harry Warries	Paul Mazzoni

Distribution

Report Status	No. of copies	Format	Distributed to	Date
v1 draft	1	PDF	Golden Rim Resources	15/07/2014
V0 final	1	PDF	Golden Rim Resources	15/09/2014
V0 RevA	1	PDF	Golden Rim Resources	19/09/2014

Coffey Mining Pty Ltd ABN: 52 065 481 209

Executive	Executive	summary ........................................................................................................................ 1
1.	Introduction ............................................................................................................................. 9
	1.1.	Terms of reference ......................................................................................................... 9
	1.2.	Qualifications, experience and independence ............................................................... 12
	1.3.	Principal sources of information .................................................................................... 12
	1.4.	Reliance on other experts ............................................................................................. 13
2.	Balogo Project ...................................................................................................................... 14
	2.1.	Project background ....................................................................................................... 14
	2.2.	Mineral tenure ............................................................................................................... 15
	2.3.	Project geology and mineralisation ............................................................................... 16
		2.3.1. Geology ............................................................................................................ 16
		2.3.2. Mineralisation ................................................................................................... 17
	2.4.	Netiana Prospect .......................................................................................................... 19
		2.4.1. Prospect Geology ............................................................................................. 19
		2.4.2. Drilling .............................................................................................................. 20
		2.4.3. Sampling and assaying .................................................................................... 21
		2.4.4. Specific gravities .............................................................................................. 22
		2.4.5. Mineral resources ............................................................................................. 22
		2.4.6. Resource modelling ......................................................................................... 24
	2.5.	Metallurgy and processing investigations ...................................................................... 26
	2.6.	Other prospects ............................................................................................................ 26
3.	Korongou Project.................................................................................................................. 28
	3.1.	Introduction ................................................................................................................... 28
	3.2.	Mineral tenure ............................................................................................................... 28
	3.3.	Project geology and mineralisation ............................................................................... 28
	3.4.	Prospects ...................................................................................................................... 29
		3.4.1. Banouassi Prospect ......................................................................................... 29
		3.4.2. Namagdo Prospect .......................................................................................... 31
		3.4.3. Big Veins Prospect ........................................................................................... 32
4.	Sebba Project ........................................................................................................................ 34
	4.1.	Introduction ................................................................................................................... 34
	4.2.	Mineral tenure ............................................................................................................... 34
	4.3.	Geology and mineralisation .......................................................................................... 34
		4.3.1. Regional geology ............................................................................................. 34
		4.3.2. Local geology and mineralisation ..................................................................... 36

Coffey Mining Pty Ltd ABN: 52 065 481 209

iii

		4.3.3. Prospects ......................................................................................................... 36
5.	Babonga Project ................................................................................................................... 39
	5.1.	Introduction ................................................................................................................... 39
	5.2.	Project geology and mineralisation ............................................................................... 39
6.	Yako	Project .......................................................................................................................... 41
	6.1.	Introduction ................................................................................................................... 41
	6.2.	Mineral tenure ............................................................................................................... 41
	6.3.	Project geology and mineralisation ............................................................................... 42
	6.4.	Prospects ...................................................................................................................... 43
		6.4.1. Pellé North ....................................................................................................... 43
		6.4.2. Nongfaïré North ................................................................................................ 44
		6.4.3. Yaké ................................................................................................................. 44
		6.4.4. Mossoum ......................................................................................................... 44
		6.4.5. Pellé South ....................................................................................................... 46
		6.4.6. Margo and Margo South ................................................................................... 46
7.	Diapaga Project ..................................................................................................................... 47
	7.1.	Introduction ................................................................................................................... 47
	7.2.	Project geology and mineralisation ............................................................................... 47
8.	Sepola Project ....................................................................................................................... 50
	8.1.	Introduction ................................................................................................................... 50
	8.2.	Mineral tenure ............................................................................................................... 50
	8.3.	Project geology and mineralisation ............................................................................... 50
		8.3.1. Geology ............................................................................................................ 50
		8.3.2. Mineralisation ................................................................................................... 52
9.	Farada Project ....................................................................................................................... 55
	9.1.	Introduction ................................................................................................................... 55
	9.2.	Mineral tenure ............................................................................................................... 56
	9.3.	Project geology and mineralisation ............................................................................... 56
		9.3.1. Geology ............................................................................................................ 56
		9.3.2. Mineralisation ................................................................................................... 56
10.	Cote D’Ivoire projects ........................................................................................................... 57
	10.1.	Introduction ................................................................................................................... 57
	10.2.	Kongasso Project .......................................................................................................... 57
	10.3.	Koyekro Project ............................................................................................................ 57
11.	Falun Project ......................................................................................................................... 59
	11.1.	Introduction ................................................................................................................... 59
	11.2.	Project geology and mineralisation ............................................................................... 61
		11.2.1. Geology ............................................................................................................ 61

Coffey Mining Pty Ltd ABN: 52 065 481 209

11.2.2. Mineralisation ................................................................................................... 61 11.3. Exploration history ........................................................................................................ 62 11.4. Current situation ........................................................................................................... 64 12. Valuation background .......................................................................................................... 65 13. Technical valuation ............................................................................................................... 67 13.1. Introduction ................................................................................................................... 67 13.2. Balogo .......................................................................................................................... 67 13.3. Korongou ...................................................................................................................... 68 13.4. Sebba ........................................................................................................................... 69 13.5. Yako ............................................................................................................................. 69 13.6. Diapaga ........................................................................................................................ 69 13.7. Babonga ....................................................................................................................... 70 13.8. Sepola .......................................................................................................................... 70 13.9. Farada .......................................................................................................................... 70 13.10.Cote D’Ivoire projects ................................................................................................... 70 13.11.Falun............................................................................................................................. 71 13.12.Comparable market transactions .................................................................................. 71 13.13.Previous valuations ....................................................................................................... 74 13.14.Valuation summary ....................................................................................................... 74 14. Principal sources of information ......................................................................................... 75 15. Glossary of Technical Terms ............................................................................................... 77

Tables

Table 1 - Mineral Resource Estimate at a 0.5g/t Au cut-off grade, January 2013. ............................ 3 Table 2 - Falun Eastern Zone Publically Reported Resource Estimates (JORC 2004) ..................... 7 Table 3 - Valuation Summary Golden Rim Resources Limited Projects ............................................ 8 Table 4 - Netiana Mineral Resource Estimate at a 0.5g/t Au cut-off grade as at January 2013. ..... 22 Table 5 - Netiana Deposit Resource Estimate Parameters............................................................. 25 Table 6 – Diapaga Project Farm-in Payment Details ...................................................................... 47 Table 7 - Falun Eastern Zone Publically Reported Resource Estimates (JORC 2004) ................... 64 Table 8 - Transaction Summary West Africa Gold Exploration Projects ......................................... 72 Table 9 - Transaction Value Attributed In Situ Resources .............................................................. 73 Table 10 - Valuation Summary Golden Rim Resources Limited Projects. ....................................... 74

Coffey Mining Pty Ltd ABN: 52 065 481 209

Figures

Figure 1 - GMR West African Project Tenements ............................................................................. 2 Figure 2 - GMR West African Projects ............................................................................................ 10 Figure 3 - GMR Projects in Sweden ............................................................................................... 11 Figure 4 - Balogo Project Location ................................................................................................. 14 Figure 5 - Balogo Project Exploration Permits ................................................................................ 15 Figure 6 - Balogo Project Geology .................................................................................................. 17 Figure 7 - Balogo Project Main Gold Prospects .............................................................................. 18 Figure 8 - Netiana Deposit Local Geology with 0.5ppm Au grade shells shown ............................. 19 Figure 9 - Netiana Deposit Cross Section....................................................................................... 20 Figure 10 - Location of Drillholes at the Netiana Prospect .............................................................. 21 Figure 11 – Netiana Resource Model Au Grade Domains .............................................................. 24 Figure 12 - Netiana Deposit Block Model Cross Section ................................................................ 25 Figure 13 - Balogo Project Gridded Auger Soil Gold Results and Main Prospects ......................... 27 Figure 14 - Korongou Project Geology and Mineralisation.............................................................. 29 Figure 15 - Banouassi Prospect ..................................................................................................... 31 Figure 16 - Namagdo Prospect ...................................................................................................... 32 Figure 17 - Big Veins Prospect ....................................................................................................... 33 Figure 18 - Sebba and Babonga Magnetic Data and Soil Anomalies ............................................. 35 Figure 19 - Sebba Project Gold in Soil Anomalies .......................................................................... 38 Figure 20 - Babonga Gold in Soil Anomaly ..................................................................................... 40 Figure 21 - Yako Auger Soil Geochemistry and Mineralisation ....................................................... 43 Figure 22 - Pellé North Prospect .................................................................................................... 45 Figure 23 - Diapaga Interpreted Geology ....................................................................................... 49 Figure 24 – Sepola Project Geology and Mineralisation ................................................................. 51 Figure 25 – Location of Sepola Project Main Prospects ................................................................. 52 Figure 26 – Farada Project Leasing and Soil Geochemical Anomalies .......................................... 55 Figure 27 – GMR Cote D’Ivoire Projects......................................................................................... 58 Figure 28 – Falun Project Leasing .................................................................................................. 60 Figure 29 – Falun Historical Mines and Mineral Occurrences ......................................................... 62 Figure 30 – Falun BJV Diamond Drilling ......................................................................................... 63

Appendices

Appendix A - Tenement Schedule

Appendix B - West African Gold Exploration Projects Comparable Transaction Analysis Appendix C - West African Gold Resource Projects Comparable Transaction Analysis

Coffey Mining Pty Ltd ABN: 52 065 481 209

vii

Golden Rim Resources Projects Independent Technical Valuation

Executive summary

Introduction

BDO Corporate Finance (WA) Pty Ltd (“BDO”) commissioned Coffey Mining Pty Ltd (Coffey) to prepare an Independent Technical Valuation (ITV) on ten gold projects in West Africa (Figure 2) and one copper-gold project in Sweden (Figure 3) in which Golden Rim Resources Limited (“GMR”) has a material interest.

The West African gold project tenements comprise 21 exploration permits and two exploration permit applications in the West African countries of Mali, Cote D’Ivoire and Burkina Faso. The total area held under granted permits in West Africa is 4,645km². The Falun Project in Sweden comprises seven licences covering 19.42km².

This Independent Technical Valuation has been prepared on information available up to and including 19 September 2014. The conclusions expressed in this report are therefore only valid up to this date and may change with time in response to variations in economic, market, legal or political factors, in addition to on-going developments with respect to the planned exploration and development activities. All monetary figures included in this report are expressed in Australian dollars (AU$) unless otherwise stated.

Coffey is an exploration, mining and resource consulting firm, which has been providing services and advice to the international mineral industry and financial institutions for over 50 years.

The primary authors of this report are Mr Paul Mazzoni and Ms Ellen Maidens. Each of the authors has the appropriate relevant qualifications, experience, competence and independence to be considered an “Expert” or “Specialist” under the definitions provided in the Valmin Code, and as “Competent Persons” under the definition provided in the JORC Code. Neither Coffey, nor the authors of this report have, or have had previously, any material interest in GMR or the mineral properties in which GMR has an interest. The principal sources of information used to compile this report comprise technical records, along with summary reports and data variously compiled by GMR, along with discussions with GMR technical and corporate management. In addition, site visits were undertaken to the Balogo and Korongou project areas between 2 and 4 July 2014.

Coffey MINEWPER01278AA 19 September 2014

Golden Rim Resources Projects Independent Technical Valuation

Figure 1 - GMR West African Project Tenements

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(GMR, 2013)
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Balogo Project

The Balogo Project is located in the central southern region of Burkina Faso, approximately 100km south of the capital, Ouagadougou and about 22km from the Nazinon River. Kabore Tambi National park separates Balogo from the Nazinon River. The Balogo Project comprises two exploration permits for a total area of 358km[2] .

GMR acquired this project in 2010 and has since conducted geochemical sampling, geological mapping, trenching, geophysical surveying and drilling programs that lead to the delineation of multiple mineralisation styles and a high grade near surface gold resource at the Netiana Prospect.

The Balogo Project covers part of a Lower Proterozic Birimian greenstone belt and is traversed by a 25km long, NE trending fault splay which is connected to the major Markoye Fault system. This fault system controls a number of major gold deposits in Burkina Faso, such as Taparko/Bouroum, Kiaka, Bomboré and Essakan. Most of the permit area consists of up to five igneous sequences which are dominated by granitic to dioritic rocks and their variants. These may be both intrusive and extrusive units. Late-stage granites occur as isolated plugs and small enclaves of mafic intrusives also occur in the area.

Coffey MINEWPER01278AA 19 September 2014

Golden Rim Resources Projects Independent Technical Valuation

The geology of the Netiana Prospect area consists of mixed volcano-sedimentary sequences and dioritic to granitic basement rocks which have been multiply intruded by late-stage granites.

At least three distinct mineralisation styles have been recognised at Balogo. These include highgrade gold mineralisation hosted in a sequence of mafic extrusive rocks of dioritic composition. Gold mineralisation occurs as silica-hematite stringers in fractured diorites, as massive silica-pyrite lenses and as massive to disseminated sulphides in tuffaceous units. Mineralisation is restricted to a single dioritic unit. Other mineralisation styles in the Balogo project permits include shear controlled, massive magnetite associated copper gold mineralisation (Cobra Hill) and copper-gold mineralisation associated with disseminated magnetite in a moderately to strongly silicified, 40m thick, porphyritic dyke. At the recently discovered Panga Lodes, high grade gold mineralisation is associated with a series of quartz-sulphide veins hosted in granodiorite. These returned a best drillhole intersection of 14m at 18.8 g/t Au (34-48m) in drill hole BRC270 approximately 600m north of Netiana.

Inferred Mineral Resources for the Netiana Deposit have been estimated by Mining Plus Pty Ltd (MPPL) utilising ID2 estimation within a grade defined mineralisation interpretation. The Mineral Resource has been estimated in accordance with JORC (2004) guidelines. Results are summarised in Table 1.

Table 1 - Mineral Resource Estimate at a 0.5g/t Au cut-off grade, January 2013.

Category	Tons	Au Grade ppm	Au Ounces
Inferred	849,965	6.79	185,306

Korongou Project

The Korongou Project covers part of the prospective Birimian Samira Hill Greenstone belt and is traversed by a significant NE-trending fault splay connected to the Markoye Fault System. This fault system controls a number of major gold deposits in Burkina Faso, including Kiaka, Bomboré and Essakan. The Korongou Project comprises the 315km² Korongou Exploration Permit which encloses a Small Scale Mining Permit over the Banouassi Prospect. GMR entered into an agreement with Epsilon Gold Mines Ltd (Epsilon) to acquire 90% of the Korongou Permit.

Several styles of gold mineralisation have been recognised at Korongou. At the Banouassi and Namagdo prospects, the gold mineralisation is associated with quartz veining and with silicacarbonate-hematite-pyrite-altered and sheared andesite. At Banouassi, 20 mineralised, parallel, NEtrending shear structures have been identified in trenches and pits within a 1.2km wide corridor and over a strike length of 3.3km.

Twenty five RC drillholes for a total of 3,590m were drilled by GMR in three parallel mineralised zones at Banouassi. Intersections in the Central Zone include BARC007 with 2m at 1.4g/t Au from 6m, 5m at 4.7g/t Au from 16m and 9m at 1.4g/t Au from 50m. Intersections in the Eastern zone include a best result of 7m at 11.0g/t Au from 141m in drillhole BARC001.

The Namagdo Prospect includes six parallel mineralised shear structures that have been mapped over a strike length of 5km with individual widths of 1m to 10m. GMR drilled four RC drillholes for 494m and three of the four drillholes intersected gold mineralisation. The best results were in drillhole NKRC004, with 5m at 1.8g/t Au from 66m, and 11m at 3.6g/t Au from 77m.

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At the Big Veins Prospect, the mineralisation is more disseminated, hosted in sheared and interbedded iron-rich volcaniclastics. Silica - carbonate alteration occurs within a 1.2km wide corridor and over 4.2km of strike. Within the central zone of mineralisation, two parallel zones at least 10m wide and lying 150m to 200m apart are known and limited rock chip sampling and returned maximum values of 22.3g/t Au. The main zone of mineralisation has been subject to intensive artisanal mining over 1.6km of strike. No drilling has ever been conducted and GMR currently plans to drill test the central zone of mineralisation with RC drilling.

Sebba Project

The Sebba Project is located 200km NE of Ouagadougou and is traversed by three major NEtrending shear zones which control on gold mineralisation in the area. The region has developed into a significant gold producer, hosting three operating gold mines, including IAMGOLD’s Essakane Mine, High River Gold’s Taparko-Bouroum Mine and Semafo’s Samira/Libri Mine.

The Sebba Project comprises four granted Exploration Permits covering 797.1km². Most of the exploration activity has focused on the Yipely and Komomndi permits with little work on the others.

The Sebba and Babonga Projects area are extensively covered by soils and laterite developed on shallow transported material which overlies the Birimian volcanics and sediments. Across the Sebba Project, gold-bearing quartz veins in shear zones and in intrusive rocks are being exploited by artisanal miners at many sites. Mineralisation at Sebba typically occurs as multiple sub-parallel quartz veins. Soil geochemistry has been completed and has defined extensive gold anomalism (at moderate thresholds). Rock chip samples have been collected throughout the project area and active artisanal workings are coincident with soil and rock chip anomalies. Limited drilling programs (RAB and RC) have been carried out on priority targets.

At the Komondi Prospect, a gold-in-soil anomaly extends over 10km x 3.5km with anomalous gold-insoil results of up to 14,507 ppb Au. These are coincident with the contact between a metasedimentary unit and a diorite-granodiorite intrusion. Gold-bearing quartz/sulphide veins are exposed over a strike length of 500m and width of 30m in artisanal workings in the north. Thirteen RC drillholes were completed (1,356m) in March 2013 and intersected gold mineralisation in ten of the holes drilled. The best results were; 1m at 87.2g/t Au (KRC003), 2m at 3.5g/t Au and 12m at 1.4g/t Au (KRC013) and 3m at 4.7g/t Au (KRC012).

The Bambeni Prospect comprises a 1.6km strike length gold-in-soil anomaly over a WNW-trending structure in the western part of the Komondi Permit associated with artisanal workings. The mineralisation consists of sulphidic quartz veins with disseminated chalcopyrite. Very limited follow up RC drilling (two holes for 252m) intersected mineralisation with 1m at 1.3g/t Au in drillhole KRC014 and 1m at 1.1g/t Au in KRC015.

The Diogora and Sefa Eddi Prospects are associated with two co-linear soil geochemical anomalies. Gold mineralisation is associated with quartz-tourmaline veining and RC drilling results included 3m at 5.3g/t Au in YRC020, 3m at 3.5g/t Au in YRC001 and 1m at 9.8g/t Au in YRC019. Additional RC drilling in March 2013 (two drillholes for 160m) at the Diogora Prospect returned a best intersection of 3m at 2.1g/t Au in YRC030. The Sefa Eddi South Prospect is defined by a 6km x 600m gold-in-soil anomaly associated with metamorphosed mafic volcanic units and has yet to be drill tested.

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Babonga Project

The Babonga Project is located in the NE of Burkina Faso and is comprised of one granted exploration permit located on the Samira Hill greenstone belt which hosts the Samira Hill Gold Mine and contains numerous active artisanal mines along its length.

A coherent gold-in-soil anomaly approximately 2.1km long and 300m wide with peak values up to 270ppb Au has been defined in the southern part of the permit. No follow up of this anomaly has been reported.

Yako Project

The Yako Project, located in north-western Burkina Faso, consists of two contiguous permits, Zanna and Tanlili for a total area of 316.8km². The Yako Project area lies over meta-sediments and metavolcanics of the Kaya-Goren greenstone belt. Mineralisation at Yako typically occurs as multiple subparallel quartz veins hosted in volcanic and metasedimentary units. Artisanal mining is active across both the Zanna and Tanlili permits, with six sites identified as significant workings. Numerous prospects have been defined by GMR.

Pellé North is an extensive artisanal mining site and comprises hundreds of pits and shafts over a strike length of 700m and widths ranging from 25m to 40m. The gold mineralisation at Pellé North occurs in highly weathered metasediments which are locally weakly silicified and may host quartz stock work veins. The mineralisation appears to continue in artisanal workings for a further 300m under lateritic cover. Two RC drilling programs were completed at Pellé North. In July 2011, 14 RC drillholes were drilled (ZPRC001 to ZPRC014) for 1,235m. A second program in July 2012 consisted of 20 drillholes (ZPRC015 to ZPRC034) for 2,014m. The best results were; 19m @ 4.1g/t Au in ZPRC003, 9m @ 4.3g/t Au from 105m in ZPRC024, and 7m @ 5.1g/t Au from 104m in ZPRC022 located beneath a 200m x 25m artisanal pit in the northern portion of the prospect area.

At the Nongfaïré North prospect, at least three sub-parallel zones of gold-bearing smoky quartz veining occur over an area 800m by 500m associated with broad zones of gold anomalism. A total of 15 RC drillholes for 1,270m were completed in August 2011 with a best intersection of 3m at 3.7g/t Au in ZNRC014.

The Mossoum Prospect gold-in-soil anomaly measures 1.2km x 620m (at the 16ppb Au contour level) and has a peak gold value of 5,562 ppb Au. No drilling has been conducted.

Scout RAB drilling at the Yaké Prospect artisanal workings (three drillholes for 303m) returned a best intersection of 1m at 1.4g/t Au from 46m in drillhole ZYR002.

The Pellé South prospect consists of two parallel NNE-trending zones of gold mineralisation that have been subject to artisanal mining. The gold mineralisation within these zones is associated with a series of thin sulphidic quartz veins in a meta-sedimentary sequence. In June 2012, an RC program consisting of 30 drillholes (3,005m) was completed. Drill intersections from the Eastern Zone included 12m @ 5.7g/t Au from 9m inTRC016 and10m @ 1.0g/t Au from 1m inTRC011. The best intersection from the Western Zone was in drillhole TRC004 with 15m at 5.0g/t Au from 48m.

The Margo Prospect comprises extensive artisanal workings with mineralisation visible as a series of sheeted quartz veins hosted in a foliated dioritic intrusive with weak pyrite / sericite alteration. Only the northern part of the prospect has been tested with any drilling.

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Diapaga Project

The Diapaga Project area is located approximately 350km east of Ouagadougou and comprises four contiguous exploration permits covering 958km² of the NE-trending Birimian Diapaga Greenstone Belt. In 2011, GMR entered into agreements to acquire the permits from Generale des Travaux et Services Miniers (“Getrasemi”). The agreements provide for staged payments with ownership only being transferrable upon all payments being made. The Diapaga Project was subsequently subject to a JV agreement between GMR and Blina Minerals NL (Blina). In June 2014, Blina advised that it was withdrawing from the agreement.

The Diapaga Project tenements are characterised by poorly exposed Birimian greenstone stratigraphy. Geology and structure were primarily interpreted from the high resolution airborne magnetic survey data. The tectono-stratigraphic interpretation of the project magnetic data identified a potential focus for gold mineralisation. This comprised an interpreted trans-tensional block in the central part of the survey area.

In 2013, Blina completed a geochemical auger drilling program over the project. Five samples with >10ppb Au were found associated with the main NE trending shear zone and were targeted for follow up in 2014. Follow up in 2014 failed to define any strong geochemical focus and no prospects were defined.

Sepola Project

The Sepola Project comprises two granted exploration permits covering approximately 81.5km² and two pending applications. It lies approximately 40km SE from the Sadiola and Yatela gold mines and approximately 40km NW of the Loulo gold deposit in western Mali. Most of the exploration effort at Sepola has been focussed within the Kolomba Permit on the Mogoyafara South and Linnguekoto North deposits.

The Sepola Project hosts JORC (2004) Inferred Resources totalling 3.69Mt at 1.5g/t Au for 181,000 oz Au at the Mogoyafara South and Linnguekoto North deposits.

The largest artisanal mining site situated in the Sepola Project area is at Linnguekoto North where mineralisation is associated with white to grey quartz-sulphide veins hosted in pink to white kaolinised siltstones.

The Linnguekoto South Prospect is 1.6km south of the Linnguekoto North. Gold mineralisation associated with quartz vein stockworks was discovered following a program of soil and rock chip sampling completed by GMR. A total of 27 RC drillholes (3,593m) were completed. The best intersection reported was 12m @ 3.4g/t Au from 8m depth in drillhole LIN011.

Farada Project

The Farada Project is comprised of two granted exploration permits, Farada and Niaouleni West, covering 40.4km² of prospective Lower Proterozoic Birimian volcano-sedimentary rocks in southern Mali. Soil sampling conducted by GMR confirmed extensive As and Au anomalism previously defined by the BRGM on the Farada Permit. Specific anomalies were tested with aircore drilling which returned best intersections of 1m at 5.5g/t Au from 5m in drillhole FAR144 and 1m at 2.76g/t Au from 46m in FAR034.

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Soil sampling conducted on the Niaouleni West Permit generated a number of coherent gold-in-soil anomalies with values up to 3.85g/t Au which have yet to be followed up.

Cote D’Ivoire projects

These early stage exploration projects have had little work completed on them by GMR.

The Kongasso Exploration Permit covers an area of 394.7sq km. Very little work has been done by GMR on this very early stage project.

The Koyekro permit covers 400.3sq km. Work completed included orientation geochemical sampling, reconnaissance mapping and rockchip sampling (33 samples).

Falun Project

Falun was first mined around 700AD and was the largest copper producing mine in Europe during the 17th and 18th centuries. At Falun, there were two main ore types. The bulk of the mined deposit was made up of pyritic copper-zinc-gold massive sulphide ores. High-grade pods of siliceous, copper-gold mineralisation occurred in the footwall alteration zone.

Between 2009 and 2011, the BJV completed 7,171m of diamond drilling, mainly on the Eastern Zone at Falun Mine. Two independent resource estimates were completed on the Eastern Zone disseminated mineralisation. Both estimates classified the Resources as Inferred (JORC, 2004) and are tabled below (Table 2). A detailed review of these estimates was beyond the scope of this valuation. The Resources have not been used in the valuation since significant historical, environmental and social impediments to development suggests that eventual extraction of these resources is unlikely.

Table 2 - Falun Eastern Zone Publically Reported Resource Estimates (JORC 2004)

Resource Estimate	Completed by	Cut Off Grade (Au g/t)	Tonnes (Mt)	Au Grade (g/t)	Cu Grade (%)	Contained Au (kOz)	Contained Cu (t)
Coffey Mining, 2010	David Slater	0.7	0.77	1.7	0.6	42	4.740
Independent, 2011	Dr Chris Gee	0.7	0.58	2.4	0.6	44	3.489

GMR has signalled its intent to divest its 17.85% equity in this Project. Falun has been essentially “on care and maintenance” with little expenditure since 2011.

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Technical valuation

Coffey prepared an Independent Technical Valuation of the GMR assets in accordance with the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (“The Valmin Code”). A number of different valuation methods were used as appropriate for the assets under consideration. Coffey also conducted a search for publicly available market transactions involving gold projects in West Africa between 2011 and 2014 and used these transactions to support the valuation.

The Yardstick method was used to value the Netiana Deposit within the Balogo Project. The metal discount factors were within the ranges normally applied for this valuation method and were based on factors derived from appropriate market transactions involving formal Mineral Resources. Metal prices used were the spot prices on 02 July 2014.

For all other projects, the Multiple of Exploration Expenditure (MEE) or the Joint Venture Terms (JVT) methods were used as shown in the table below. The Expenditure Base for the MEE valuation was derived from data provided by GMR and the Prospectivity Multipliers were based on Coffey’s assessment of the prospectivity of the individual projects. The MEE valuations are for the most part compatible with attributed values per square kilometre from real market transactions involving gold exploration projects in West Africa. On this basis, no further adjustment is required for the projects and the Technical Value and Fair Market Value are taken as identical.

Valuation summary

Coffey has derived a range of values from a low of $12.49 million to a high of $21.25 million for the Golden Rim Resources Limited equity in the listed projects. Within the valuation range, Coffey ascribes a Preferred Fair Market Value of $17.81 million . The consolidated valuation summary is shown in Table 3.

Table 3 - Valuation Summary Golden Rim Resources Limited Projects

Project	Valuation Method	Valuation (GMR Equity)	Valuation (GMR Equity)	Preferred Value (GMR Equity) $M
		Low $M	High $M
Balogo	Yardstick/MEE	6.28	10.12	9.50
Korongou	MEE/JVT	1.62	2.43	2.03
Sebba	MEE	2.09	3.16	2.80
Yako	MEE	0.68	1.70	1.20
Diapaga	JVT	0.13	0.15	0.14
Babonga	MEE	0.11	0.13	0.12
Sepola	Yardstick	0.73	1.36	1.04
Farada	MEE	0.24	0.97	0.35
Kongasso	MEE	0.05	0.07	0.06
Koyekro	MEE	0.03	0.05	0.04
Falun	JVT/MEE	0.533	1.11	0.53
Total		12.49	21.25	17.81

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1. Introduction

1.1. Terms of reference

The Falun Project in Sweden comprises seven licences covering 19.42km² and forms part of the Bergslagen Joint Venture. GMR retains 17.85% equity in this project.

The legal status of the GMR assets, the various licensing and Joint Venture agreements covering those interests, and the exploration, mining and minerals processing legislation applicable in the various Project jurisdictions have not been independently verified by Coffey. The present status of tenements, agreements and legislation described in this report is based on information provided by GMR, and the valuation has been prepared on the assumption that exploration and potential development of the projects will prove to be lawfully allowable. Coffey is not qualified to comment on the nature of the transactions or arrangements between GMR and other third parties.

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Figure 2 - GMR West African Projects

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(GMR, 2013)
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Figure 3 - GMR Projects in Sweden

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(GMR, 2014)

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1.2. Qualifications, experience and independence

Coffey is an exploration, mining and resource consulting firm, which has been providing services and advice to the international mineral industry and financial institutions for over 50 years.

The primary authors of this report are Mr Paul Mazzoni and Ms Ellen Maidens. Mr Mazzoni is a professional geologist with over 40 years of experience in the exploration, development and mining of base and precious metal properties internationally. Mr Mazzoni is the Principal Audits Geologist at Coffey Mining, is a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM), has Chartered Professional (CP) accreditation and is a Member of the Society of Economic Geologists (MSEG). Ms Ellen Maidens is a professional geologist with 20 years of experience in exploration and evaluation of mineral properties in Australia and overseas. She is a Resource Geologist with Coffey and is a Member of the Australian Institute of Geoscientists (MAIG). Site visits to inspect the main West African Projects were completed by Mr Eric Fiayiyia. Mr Fiayiyia is an Accra based Associate Geologist with Coffey and is a Member of the AIG.

Each of the authors has the appropriate relevant qualifications, experience, competence and independence to be considered an “Expert” or “Specialist” under the definitions provided in the Valmin Code, and as “Competent Persons” under the definition provided in the JORC Code.

Neither Coffey, nor the authors of this report have, or have had previously, any material interest in GMR or the mineral properties in which GMR has an interest. Our relationship with GMR is solely one of professional association between client and independent consultant. This report is prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this report.

Coffey is not in a position to make direct comment on any interest the directors and promoters of GMR may have in the company or its assets, nor is Coffey qualified to comment on or confirm this aspect.

1.3. Principal sources of information

The principal sources of information used to compile this report comprise technical records, along with technical reports and data variously compiled by GMR and its consultants, and government agencies, along with discussions with GMR technical and corporate management. A listing of the principal sources of information is included in Section14 of this report. Information sources examined as part of market transaction research are listed separately in Appendices B and C. The tenement schedule attached in Appendix A has been provided by GMR.

In addition, site visits were undertaken to the Balogo and Korongou project areas by Mr Eric Fiayiyia between 2 and 4 July 2014. During the site visits, Coffey reviewed outcrop mineralisation, artisanal workings, RC drill cuttings and diamond drill core to verify mineralisation documented.

All reasonable enquiries have been made to confirm the authenticity and completeness of the technical data upon which this report is based. The quantum of historical data is such that a detailed review is beyond the scope and of this report and Coffey has relied to a significant extent on summary data provided by GMR.

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1.4. Reliance on other experts

With the exception of the Netiana Deposit, the information in this report that relates to Mineral Resources is extracted from various reports prepared and signed by Mr David Slater who is a full time employee of Coffey. Mr Slater is a Member of the Australasian Institute of Mining and Metallurgy and is a Principal Resource Geologist employed by Coffey. Mr Slater has appropriate relevant qualifications, experience, competence and independence to be considered a “Competent Person” under the definition provided in the JORC Code and has had sufficient experience which is relevant to the type of mineralisation and type of deposit under consideration and to the activity undertaken to qualify as Competent Person under the definition provided in the JORC Code.

All Resource estimates, including those for Netiana, have previously been publically reported and therefore Consents to reproduce them have not been sought.

The present status of tenements, agreements and legislation described in this report is based on information provided by GMR, and the valuation has been prepared on the assumption that exploration and potential development of the projects will prove to be lawfully allowable. Coffey is not qualified to comment on the validity of title or the nature of the transactions or arrangements between GMR and other parties.

Notwithstanding these comments, Coffey has sighted a letter provided by GMR dated 21 July 2014 from legal firm Kere Avocats based in Burkina Faso. This letter reports that investigations completed on the 5[th] of May 2014 confirm the ownership and good standing of the following permits:

Sebba Project - Yipely, Komondi, Maba, Nasoulou

Babonga Project - Babonga

Yako Project – Zanna

Balogo Project – Balogo, Dabinyan III

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2. Balogo Project

2.1. Project background

The Balogo Project is located in the Centre-Sud region of Burkina Faso, approximately 100km south of the capital, Ouagadougou and about 22km from the Nazinon River. Kabore Tambi National park separates Balogo from the Nazinon River.

GMR acquired this project in 2010 and has since conducted geochemical sampling, geological mapping, trenching, geophysical surveying and drilling programs that have led to the delineation of multiple mineralisation styles and potentially a near surface gold resource at the Netiana Prospect which is within the Balogo Gold Project.

The tenements are located in UTM Zone 30N at 663,900E; 1,260,200N (1[o] 30’W and 11[o] 24’N). The area of interest is situated on the highly prospective Lower Proterozoic Birimian greenstone belt. The Balogo Project area is shown in Figure 4.

Figure 4 - Balogo Project Location

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2.2. Mineral tenure

The Balogo Gold Project comprises two permits for a total area of 358km[2] . The two permits are contiguous (Balogo and Dabiyan 3). The project area is shown in Figure 3. Exploration permits in Burkina Faso are granted for periods of three years and permits can then be renewed twice, each renewal being for another three year period. There is no requirement to reduce the area of the permits at any stage. Expenditure commitments are set at 270,000 XOF (West African Francs) per square kilometre per year. The conversion rate is approximately 500 XOF to AUD $1.

The permits are shown in Figure 5 and details of the tenement schedule are given in Appendix A.

Figure 5 - Balogo Project Exploration Permits

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(GMR 2014)

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2.3. Project geology and mineralisation

2.3.1. Geology

The Balogo Project covers part of a highly prospective Lower Proterozic Birimian greenstone belt and is traversed for 25km by a significant NE trending fault splay which is connected to the major Markoye Fault system. This fault system controls a number of major gold deposits in Burkina Faso, such as Taparko/Bouroum, Kiaka), Bomboré and Essakan.

Most of the permit area consists of up to five igneous sequences which are dominated by granitic to dioritic rocks and their variants (Figure 6). These may be both intrusive and extrusive units. Latestage granites occur as isolated plugs and small enclaves of mafic intrusives also occur in the area. The geology of the Netiana Prospect area consists of mixed volcano-sedimentary sequences and dioritic to granitic basement rocks which have been multiply intruded by late-stage granites. Interpretation of detailed aeromagnetics has identified two units of metavolcanics in the central part of the permit area which are predominantly sequences of schist, quartzites and mixed metavolcanics.

Stratigraphy

The geology of the Netiana Prospect area consists of mixed volcano-sedimentary sequences and dioritic to granitic basement rocks which have been multiply intruded by late-stage granites. Interpretation of detailed aeromagnetics has identified two units of metavolcanics in the central part of the permit area which are predominantly sequences of schist, quartzites and mixed metavolcanics.

Most of the permit area consists of up to five igneous sequences which are dominated by granitic to dioritic rocks and their variants. These may be both intrusive and extrusive units.

Late-stage granites occur as isolated plugs and small enclaves of mafic intrusives also occur in the area.

Structure

The main structural trend in the area is defined by northeast trending sinistral shears and associated splays. Some later-stage northwest striking cross-faults occur, but these are subordinate to the major northeast trending shears.

The distribution of practically all of the rock types occurring in the Balogo area are controlled by the northeast trending regional shears.

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Figure 6 - Balogo Project Geology

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Regional Geology from International Geoscience compilation of Litho-Structural Interpretation of High Resolution Aeromagnetics. The key colour symbols represent granite-greenstone relationships. Two generations of structure are mapped. The GMR lease holding, the Netiana Lodes, drilling and block model locations are shown over mapped, brown coloured, gabbro-diorite and meta-volcanics. (Coffey, 2014)

2.3.2. Mineralisation

There are four known mineralised systems within the Balogo Project; Netiana Lodes, Cobra Shear, and Porhyry Lode and the recently discovered Panga Lodes to the north (Figure 7).

At least four distinct mineralisation styles have been recognised at Balogo. These include:

Massive magnetite associated copper gold mineralisation. This style of mineralisation outcrops in the vicinity of Cobra Hill and occurs as generally massive magnetite +/- copper-gold mineralisation. Mineralisation is probably shear controlled and generally is hosted in metasediments immediately above structural contact between metasediments and dioritic intrusives;
Copper-gold mineralisation associated with disseminated cumulate magnetite in a porphyritic intrusive. Mineralisation consists of disseminated magnetite and pyrite +/- chalcopyrite in a moderately to strongly silicified porphyritic dyke. The dyke is around 40m thick, strikes eastnortheast and dips steeply west. Broad zones of low-grade copper/gold mineralisation are erratically distributed within the dyke unit;
High-grade gold mineralisation (+/- Cu, Bi, Te) hosted in a sequence of dioritic extrusives. This type of mineralisation is complex and occurs in a number of different styles. Mineralisation can occur as thin silica-hematite stringers in fractured diorites, as massive silica-pyrite lenses and as massive to disseminated sulphides in tuffaceous units. Mineralisation is restricted to a single dioritic unit which has a structurally controlled hangingwall contact with a distinct unit of chloritic metasediments; and

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At the Panga Lodes, high grade gold mineralisation is associated with a series of quartz – sulphide veins hosted in granodiorite.

Figure 7 - Balogo Project Main Gold Prospects

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Prospect locations and soil geochemistry on IP Resistivity image
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2.4. Netiana Prospect

2.4.1. Prospect Geology

The Netiana lodes are located w ithin a serie s of NE tren d ing gabbro- d iorites and metavolcani c s intrudin g granitoid b a sement dis p laying ano m alously int e nse magnet i sm believe d from magn e tite alteration. Locally, t w o generati o ns of semi- b rittle defor m ation are in t erpreted with earlier sh e ars mimicki n g the regio n al NE orien t ed fabric an d later gene r ation of faul t s, splays a n d tension o p enings which c r oss-cut the r egional fab r ic at various orientation s about an E - W locus. T h ere is suffi c ient evidenc e in the inte r pretation for proximal late stage gra n itoid and m a fic intrusion s which pos t -date the app a rent host rocks of the N e tiana Lode s . Localised dykes appr o ach the Ne t iana lodes. A cluster o f artisanal gold working s highlight prospecting a c tivity appro x imately1km northeast o f the Netiana Deposit. G e e 2013, reports that “ th e geology of the Netiana Prospect ar e a consists o f a basement sequenc e of metased i ments (talc chlorite/qua r tz-sericite s c hists and q u artzites) which have been in t ruded by di o ritic plugs a n d dykes. L a te-stage fel s ic porphyries/granites h a ve intruded both the above r o ck sequen c es . Most of the minerali s ation locat e d to date occurs in the v icinity of the contact betwee n metasediments and di o ritic rocks. ” Prospect g e ology by G M R is repres e nted in Ge e , Februar y 2013 and r eproduced in Figure 9. T his geologi c al mapping does not y e t influence t h e modelle d interpretat i on. A cross section of t h e deposit is shown in Figure 9.

The Netiana Lodes h ave been d e scribed as: “ High-grad e gold miner a lisation (+/Cu, Bi, Te) h osted in a sequence of diorit i c extrusives. This type o f mineralisation is complex and occ u rs in a num b er of differen t styles. Mineralisation c a n occur as thin silica-h e matite strin g ers in fract u red diorites, as massiv e silica-pyrite lenses and as massive to dissemin a ted sulphid e s in tufface o us units. Mineralisation is restricted to a single dioritic unit which h as a structu r ally controll e d hanging w all contact with a distin c t unit of chl o ritic metas e diments ” (G e e, 2013).

Figure 8 - Netiana De p osit Local G e ology with 0. 5 ppm Au grad e shells shown

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Gee, 2013

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Figure 9 - Netiana De p osit Cross S e ction

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MPPL 2013

2.4.2. Drilling

The foll o wing come s from Gee ( 2 013):

There a r e 29 diamo n d drillholes (including r e drills) and 9 9 RC drillholes (includin g redrills) for which sample s have been assayed for gold and co p per and ot h er elements. Figure 10 s hows the l o cation of the drill h oles.

All RC h oles were d r illed with a 5 .5 inch ha m mer and hole stabilisers were used. Diamond c o re holes drilled f r om the surf a ce drilled P Q 3 diameter core until the rock was c onsidered s o lid enough to reduce t o HQ3. Wh e re diamon d tails were done off RC p recollars, t h ese were d o ne with tripl e tube HQ dia m eter core. A t the Netia n a Prospect, 5,136.05m o f diamond c ore has be e n drilled: thi s include s 1,144m of P Q3 core, 2,723.65m of H Q3 core a n d 1,268.4m of HQ triple tube.

RC drilling has prod u ced 13,895.14m of whi c h 1,468.4m were precol l ar metres. D iamond an d RC holes w e re surveye d approxima t ely every 3 0 m with a single shot digi t al survey c a mera.

Diamon d core from h oles BDH0 0 1 to 030 w a s also orien t ated, if pos s ible, using a Reflex tool.

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Drillhole collars were picked by an external contract surveyor using a differential GPS method. The collar coordinates are accurate to +/- 0.1m in X, Y and Z. The collar RLs from this method were checked against a topographic DTM generated from a gravity survey and found to be within +/0.05m.

Figure 10 - Location of Drillholes at the Netiana Prospect

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MPPL 2013

2.4.3. Sampling and assaying

For the most part, samples for assay have been taken every one metre in the RC drilling although there are some samples where the sample length is slightly above or below 1m. The diamond core has been generally sampled to 1m intervals though this is varied to honour geological boundaries.

Most of the RC samples are dry. Approximately less than 100 samples out of approximately 12,200 are recorded as being in a moist or wet state. The moisture state of approximately 2,000 RC samples was not recorded.

RC samples are collected from the drill rig cyclone at 1m intervals and sealed on site. A typical sample weighs 40kg. The samples are transported under supervision to a central sample processing site. The samples are weighed and split through a riffle splitter until a sub-sample of approximately 3kg is obtained. Samples are assigned a sequential number.

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Diamond drill core logged and marked up for sampling based on geological boundaries. The collection of the core from the core barrels at the drill rig and storage into core trays is supervised by a senior GMR staff member. The core trays are immediately transported by GMR staff members to the main field camp. There, the core is cut in half with a diamond saw. Samples vary in core length, but the sample must weigh at least 2.5kg. The core samples are sent to the lab for crushing and pulverising.

Two local ISO-9001 accredited laboratories were used to perform all the gold analyses on all the drill samples collected at Netiana. These were BIGS Global Burkina S.A.R.L. (BIGS) and SGS, both located in Ouagadougou. Both labs used a standard 50 gram fire assay technique with AAS finish to analyse for gold. Copper was also analysed at the BIGS lab. Most samples that returned assay values greater than 10g/t Au were re-assayed for gold using a 50 gram fire assay technique with a gravimetric finish. This was done by the BIGS lab and by ALS in Johannesburg.

GMR maintains a strict procedure on quality assurance/quality (QA/QC) control on all exploration samples collected. For drilling samples, different procedures are used for reverse circulation samples and diamond drill samples. For diamond drill core, a blank and a reference standard are inserted into the sample stream every 10 samples. For RC samples, a blank, a reference standard, and a duplicate sample of the previous metre RC sample are inserted into the sample stream every 20 samples. Commercial standards and blanks are sourced from Ore Research and Exploration Pty Ltd (ORE) in Melbourne and Geostats Pty Ltd (GPL) in Perth.

2.4.4. Specific gravities

Specific gravity measurements were done on selected core samples by the hydrostatic immersion method. Solid pieces of core considered to represent the differing rock types and styles of mineralisation were selected. These were typically, solid pieces of core greater than 15cm in length with no vughs or cavities. If the material was deemed to be porous or oxidised, the core was tightly wrapped with waterproof tape before measurements were done. Dry core samples were weighed in air using a balance with an accuracy to 0.5gm. The weight of a container filled with water was then measured. The core was then placed in the container of water and that weight was recorded.

The specific gravity was calculated by dividing the dry sample weight with the sample weight in water.

There are 986 determinations of specific gravity by this method and of these only 599 samples had gold grades greater than 0.5g/t. The specific gravities of these samples ranged from 2.3 to 3.0.

2.4.5. Mineral resources

Mineral Resources for the Netiana Deposit have been estimated by Mining Plus Pty Ltd (MPPL) utilising ID2 estimation within a grade defined mineralisation interpretation. The Mineral Resource has been estimated in accordance to JORC (2004) guidelines. Results are summarised in Table 4.

Coffey has reviewed the resource estimation report and concludes that the estimate has been completed in accordance with industry standards and should provide a reasonable estimate within the 0.5g/t Au grade shell. Coffey supports the resource classification of Inferred. No material changes have occurred since the resource estimate was completed.

Table 4 - Netiana Mineral Resource Estimate at a 0.5g/t Au cut-off grade as at January 2013.

Category	Tons	Au Grade ppm	Au Ounces
Inferred	849,965	6.79	185,306

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2.4.6. Resource modelling

Outline s of ore bou n daries base d on a 0.5g/ t Au cut-off a nd a 0.1g/t A u cut-off w e re produce d in Surpac ® software b y GMR. Th e 0.5 bound a ry was defined by a do w nhole inters e ction of at l e ast 2m and containing 3m o r less intern a l waste (sa m ples less t h an 0.5g/t A u ). These b o undary stri n gs were importe d into Vulca n ® by MPPL and the 0.1 g /t boundari e s were modified to form a generalis e d smooth e d wirefram e that was u s ed to restric t the overall grade estim a tion (Figur e 11).

The 0.5 g /t boundari e s were mo d ified to sna p to drillhole s ample poin t s wherever possible an d then a series o f wireframes were const r ucted from these bound a ry strings. A s some of t he 0.5g/t boundaries overlap p ed, they were all amalg a mated to form one wire f rame. This wireframe w as then clip p ed to the 0.1g/t wireframe so that the f inal 0.5g/t wireframe wa s entirely within the 0.1g / t wireframe. At the SW and NE extremi t ies of the wireframes, the final boun d ary string w as projecte d approximately halfway to the next d rill traverse and these w ere used to c omplete th e wireframe s .

The blo c k model wa s created using with cell sizes of 10 m (Y) x 10m ( X) x 10m ( Z ), subcelled to 1m (Y) x 1 m (X) x 1m ( Z ). A section through the block model is shown i n Figure 12. The drilling d ata was composited to 2m lengths. No t o p cut was applied, thou g h distance limiting was a pplied to grades over 50 g /t Au. The e stimation w as carried o u t using ID[2] a s no robus t or reliable v ariograms could be obtaine d from the c o mposite data. Estimati o n paramete r s used are s ummarised in Table 5 b e low.

The estimation was carried out i n two passe s ; the first e s timation run estimated grade into bl o cks in the 0.5 d omain. Th e second pa s s estimated grade into t h e blocks b e tween the 0.5 and 0.1 d o main bounda r ies. The R e source was classified a s Inferred ba s ed on the drillhole spacing and levels of confide n ce in predic t ing the con t inuity of mineralisation between drill h oles.

Figure 1 1 – Netiana R e source Mod e l Au Grade Domains

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MPPL (2013)
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Figure 12 - Netiana Deposit Block Model Cross Section

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MPPL (2013)

Table 5 - Netiana Deposit Resource Estimate Parameters

Search ellipsoid orientation	Search ellipsoid orientation	Search ellipsoid orientation
Bearing		550
Plunge		00
Dip		750NW
Ellipsoid size
Major axis		55m
Semi-major axis		50m
Minor axis		5m
Discretisation		4X,4Y,1Z
Inverse distance weighting power		2
Maximum samplesper octant		5
Minimum number of samples		2
Maximum number of samples		20
Maximum samplesper drillhole		5
High grade restriction
Ellipsoid size
Major axis	12m
Semi-major axis	10m
Minor axis	2m

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2.5. Metallurgy and processing investigations

Overall gold recovery of 95.4% has been indicated from the preliminary metallurgical testing programme completed in 2013. This result is non-optimised: standard leach conditions at 500ppm cyanide, pH 10.5, and 15ppm dissolved oxygen. The “sighter” processing testwork program for the Netiana mineralisation clearly demonstrated the free leaching nature for the mineralisation by conventional cyanide leach and also indicated good scope for further improvement during any forthcoming testwork programs work.

2.6. Other prospects

Additional mineralised systems known within the Balogo Project include the Cobra Shear, Porhyry Lode and Panga Lodes (Figure 13).

Cobra Shear lies approximately 750m north-east of Netiana. Massive magnetite associated copper gold mineralisation outcrops in the vicinity of Cobra Hill. Mineralisation is thought to be shear controlled and is generally hosted in metasediments immediately above the structural contact between metasediments and dioritic intrusives.

Porphyry Lode is approximately 150m east-north-east of Netiana. Copper-gold mineralisation consists of disseminated magnetite and pyrite +/- chalcopyrite in a moderately to strongly silicified porphyritic dyke. The dyke is around 40m thick, strikes east-northeast and dips steeply west. Broad zones of low-grade copper/gold mineralisation are erratically distributed within the dyke unit.

Recently discovered mineralisation at the Panga Lodes, 600m to the north of Netiana gold is associated with a series of quartz – sulphide veins hosted in granodiorite. These returned a best drill intersection of 14m at 18.8g/t Au (34-48m) in drill hole BRC270.

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Figure 13 - Balogo Project Gridded Auger Soil Gold Results and Main Prospects

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3. Korongou Project

3.1. Introduction

The Korongou Project area covers 315km² and is located 230km NE of Ouagadougou in Burkina Faso. The Korongou Project covers part of a highly prospective Lower Proterozoic Birimian, Samira Hill Greenstone belt and is traversed by a significant NE-trending fault splay which is connected to the major Markoye Fault system. This fault system controls a number of major gold deposits in Burkina Faso, including Kiaka, Bomboré and Essakan.

3.2. Mineral tenure

The Korongo Project comprises the Korongou Exploration Permit which encloses a Small Scale Mining Permit over the Banouassi Prospect. Tenement details are listed in Appendix A. On 24 January 2013, (subsequently modified on 14 August 2013 and 20 May 2014) GMR entered into an agreement with Epsilon Gold Mines Ltd (Epsilon) to acquire 90% of the Korongou Permit. GMR has been making staged payments as per the agreement. Ownership of the permit is only transferrable upon all payments being made. The agreement provides that Epsilon may continue mining and processing within the Banouassi Small Scale Mining Permit, which lies within the Korongou Permit, subject to various restrictions. This condition applies until GMR has completed a Bankable Feasibility Study. From the date of the agreement until all payments are made (or withdrawal from the agreement), GMR is obliged to keep the exploration permit in good standing. During this time, GMR shall free carry the current owner. Upon a decision to mine, a joint company will be formed. GMR may withdraw from the agreement at any time.

Details are as follows:

Outstanding Amount Total Acquisition Amount US$400,000 (due 31 December 2014) US$3 million US$1.5 million upon Decision to Mine

3.3. Project geology and mineralisation

The mineralisation lies in a package of highly altered volcanic and volcaniclastic host rocks and is associated with a major gold-in-soil anomaly and a prominent dilational structural jog along a regional NE-trending shear zone (Figure 14).

Several styles of gold mineralisation have been recognised at Korongou. At Banouassi and Namagdo, the gold mineralisation is associated with quartz veining and with silica-carbonatehematite-pyrite-altered and sheared andesite. At Big Veins, the gold mineralisation is more disseminated and is generally not related to quartz veining. Rather, it seems to be hosted in sheared and interbedded iron-rich volcaniclastics which have been subjected to silica +/- carbonate alteration.

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To date, GMR has collected a total of 203 rock chip samples from across Korongou. There are also historical records for an additional 367 rock chip samples. The highest values were obtained from quartz veining at Banouassi and Namagdo. The disseminated style of gold mineralisation at Big Veins is generally lower in grade.

Twenty five RC drillholes for a total of 3,590m were drilled at the Banouassi Prospect, which is located in the NE of the Korongou Permit. Three of the four drillholes (total of 494m) completed at the Namagdo Prospect intersected gold mineralisation.

Figure 14 - Korongou Project Geology and Mineralisation

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(GMR, 2013)

3.4. Prospects

3.4.1. Banouassi Prospect

The Banouassi Prospect is located in the NE of the Korongou Permit. More than 20 gold mineralised, parallel, NE-trending shear structures have been identified in trenches and pits within a 1.2km wide corridor and over a strike length of 3.3km.

The mineralisation lies in a package of highly altered volcanic and volcanoclastic host rocks and is associated with a major gold-in-soil anomaly and a prominent 6km long dilational structural jog along a regional NE-trending shear zone. The mineralised shear structures are grouped in three distinct zones: the Western; Central; and Eastern zones (Figure 15). Twenty five RC drillholes for a total of 3,590m were drilled by GMR at Banouassi.

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Western Zone

The Western Zone has been the focus of past artisanal mining and the small scale mining conducted by the previous owner, Epsilon Gold Mines (“Epsilon”), since 1996. Epsilon’s two largest open pits (the MCA and MCB pits) lie at the SW end of the zone.

The Western Zone consists of up to seven parallel NE-trending gold mineralised shear structures, gold-bearing ESE-trending extensional gash veins and stock work quartz veining between structures, and disseminated gold in the highly altered country rocks. The zone strikes for at least 2km and ranges from 100m to 300m in width. The individual gold mineralised shear structures within the zone range in width from 6m to 30m.

GMR drilled two drill holes, BARC024 and BARC025, on 80m spaced lines, beneath the MCB and MCA pits. Both holes successfully intersected depth extensions to the mineralised structures that had been exploited in the pits. BARC024 returned 12m at 1.2g/t Au from 32m depth and 4m at 0.7g/t Au from 50m and BARC025 returned 3m at 2.8g/t Au from 53m depth, 5m at 1.7g/t Au from 60m depth, 7m at 2.6g/t Au from 107m depth, including 1m at 12.4g/t Au, and 2m at 3.4g/t Au from 162m depth.

Broad-spaced drilling conducted further along strike to the NE along the Western Zone returned further intercepts, including: 1m at 7.4g/t Au from 35m depth and 3m at 2.2g/t Au from 92m depth (BARC011); 2m at 1.4g/t Au from 39m and 8m at 2.6g/t Au from 67m depth, including 1m at 16.2g/t Au (BARC015); and 10m at 1.2g/t Au from 6m depth, and 2m at 2.5g/t Au from 58m depth (BARC017).

A number of additional gold mineralised shear structures in the Western Zone have been subject to past mining activity and are associated with anomalous rock chip, trench and soil sample gold results. These still remain untested by drilling.

Central Zone

The Central Zone currently extends for a strike of at least 750m, has a width of 200m and is interpreted to contain at least three parallel mineralised shear structures. GMR drilled a single line of three drillholes (BARC007, BARC008 and BARC 023) across the Central Zone. All three drillholes returned intervals with anomalous (>0.5 g/t) Au assays. The most significant of these were in drillhole BARC007 with 2m at 1.4g/t Au from 6m, 5m at 4.7g/t Au from 16m, 9m at 1.4g/t Au from 50m, and 12m at 0.5g/t Au from 72m. Drillhole BARC008 returned 5m at 1.2g/t Au from 72m depth.

The multiple zones of mineralisation intersected by the single line of drilling on the Central Zone are open in all directions. Follow-up drilling is planned. A rock chip sample result of 31g/t Au has been obtained 260m along strike to the SW from the drilling. A major artisanal mining site lies 300m along strike to the NE from the drilling. Rock chips of up to 3.7g/t Au have been obtained from quartz veining exposed by the artisanal miners.

Eastern Zone

The Eastern Zone lies in the SE of the Banouassi Prospect and covers an area of approximately 1.1km x 300m. Three parallel gold mineralised shear structures have been identified. High gold values have been returned from rock chip sampling along these structures with peak assays up to 313g/t Au reported.

Six broadly spaced RC drillholes (BARC001 – 006) where drilled by GMR. All six drillholes intersected gold mineralisation. The best results were, 7m at 11.0g/t Au from 141m in hole BARC001, 4m at 1.5g/t Au from 38m in BARC005 and 1m at 10.0g/t Au from 76m in BARC006.

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Figure 15 - Banouassi Prospect

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(GMR, June2013)
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3.4.2. Namagdo Prospect

The Namagdo Prospect lies in the central portion of the Korongou Permit and covers at least six parallel gold mineralised shear structures that have been mapped over a strike length of 5km (Figure 16). The widths of these mineralised structures range from 1m to 10m. Rock chip sample results up to 108g/t Au were previously obtained by Epsilon and have not yet been tested by drilling.

GMR drilled four RC drillholes for 494m and three of the four drillholes intersected gold mineralisation. The best results were in drillhole NKRC004, with 5m at 1.8g/t Au from 66m, and 11m at 3.6g/t Au from 77m. Mineralisation was also intercepted in drillholes NKRC001 (5m at 0.7g/t Au from 56m) and NKRC003 (1m at 0.9g/t Au, from 130m).

The gold mineralisation intersected in NKRC003 and NKRC004 corresponds to structures that have been mapped along the edge of a magnetic low feature and have yet to be followed up.

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Figure 16 - Namagdo Prospect

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(GMR, June2013)

3.4.3. Big Veins Prospect

Gold mineralisation at Big Veins is exposed in multiple structures within a 1.2km wide corridor and over 4.2km of strike (Figure 17). The most significant mineralisation is hosted in two parallel structures containing sheared iron-rich volcaniclastics and graphitic schists in contact with intermediate volcanics (andesite). The structures are locally intruded by albite-rich dykes and stocks.

Gold is hosted in the iron-rich volcaniclastic rock bands which have been subjected to silica +/carbonate alteration. It is probable that the iron in the volcaniclastics is related to disseminated pyrite. The two parallel gold mineralised zones are at least 10m wide and lie 150m to 200m apart. The mineralisation strikes between 050 and 060 degrees and is open to the SW and open to the NE where it extends beneath lateritic cover.

The most prominent and central zone of mineralisation at Big Veins extends for 1.6km and has been subject to more intensive artisanal mining. Previous reconnaissance rock chip sampling from Big Veins returned maximum gold values of 22.3g/t, 9.7g/t and 4.5g/t in the central target. The most recent rock chip sampling returned maximum gold values of 5.3g/t, 4.5g/t and 4.3g/t.

No drilling has ever been conducted at Big Veins. A follow up reverse circulation (RC) drilling program is currently planned by GMR to test the central zone mineralisation.

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Figure 17 - Big Veins Prospect

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(GMR, May 2014)

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4. Sebba Project

4.1. Introduction

The Sebba Project is located 200km NE of Ouagadougou, the capital city of Burkina Faso, and is traversed by three major NE-trending shear zones, considered to be the primary controls on gold mineralisation in the area.

The region has developed into a significant gold producer, hosting three operating gold mines, including IAMGOLD’s Essakane Mine, High River Gold’s Taparko-Bouroum Mine and Semafo’s Samira/Libri Mine (Niger).

4.2. Mineral tenure

The Sebba Project comprises four granted Exploration Permits covering 797.1km² (Figure 18). Most of the exploration activity has focused on the Yipely and Komomndi permits with little work completed on the Maba and Nassoulou permits.

4.3. Geology and mineralisation

4.3.1. Regional geology

The regional geology comprises stable cratons of Archaean and Lower Proterozoic rocks which underwent deformation in Eburnean times (1.99-2.19 Ga), Pan-African mobile zones of Upper Proterozoic age (600-450 Ma) and intracratonic sedimentary basins ranging from the Proterozoic to the Quaternary. The Lower Archaean-Proterozoic cratons consist of granitic-gneissic terrains and of isoclinally folded volcano-sedimentary and sedimentary greenstone belts, of either Lower Archaean or Proterozoic age. Both ages of greenstone belts are host to significant precious metal deposits in West Africa. The Proterozoic greenstone belts of West Africa are known as Birimian greenstone belts. They cover an area of approximately 350,000km² in Niger, Burkina Faso, Benin, Togo, Ghana, Ivory Coast, Mali, Guinea, Liberia and Sénégal.

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Figure 18 - Sebba and Babonga Magnetic Data and Soil Anomalies

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4.3.2. Local geology and mineralisation

The Sebba and Babonga project areas are extensively covered by soils and laterite developed on shallow transported material which overlies the Birimian volcanics and sediments. Major crustal faults and minor shears are largely interpreted from the airborne magnetic survey data (Figure 19).

Across the Sebba Project, gold-bearing quartz veins in shear zones and in intrusive rocks are being exploited by artisanal miners at many sites. Mineralisation at Sebba typically occurs as multiple subparallel quartz veins hosted in volcanic and metasedimentary units. Visible gold, as well as copper and zinc mineralisation, is frequently observed. Mineralisation is generally oriented NE-SW and dips steeply to the NW. Outcrop is limited due to pervasive, shallow soil/laterite cover and is best exposed at sites of artisanal workings, where this cover has been removed.

In March 2011, GMR commissioned a high-resolution airborne aeromagnetic survey over the entire project area flown on north-south, 200m spaced lines with a nominal ground clearance of 30m.

Three major NE-SW trending shear zones were identified and were covered by several soil and auger sampling programs. Extensive gold-in-soil anomalies were outlined, with assays up to 14.5g/t Au (Figure 19).

Rock chip samples have been collected throughout the project area. Peak rock chip results include: 184g/t (Komondi permit); 78.5 g/t, 74.5 g/t (Yipely permit); and 62.9g/t Au (Namantougou permit). Active artisanal workings are coincident with soil and rock chip anomalies. Limited drilling programs (RAB and RC) have been carried out on priority targets with best mineralisation intersections to date of 4m @1.7g/t Au in RAB and 1m @ 87.2g/t Au in RC.

4.3.3. Prospects

Priority prospect areas are summarised below:

Komondi Prospect (Komondi Permit)

This gold-in-soil anomaly extends over 10km x 3.5km with anomalous gold-in-soil results of up to 14.5g/t (14,507 ppb Au) coincident with the contact between a meta-sedimentary unit and a dioritegranodiorite intrusion. Gold-bearing quartz/sulphide veins exposed in artisanal workings have been mapped in the north over a strike length of 500m and width of 30m. The airborne magnetic survey data indicate that the associated shear structure extends for a further 14.9km to the SW into GMR’s adjoining Nasoulou Permit. To the NE, this trend hosts the Solna artisanal mining site. RC drilling (13 drillholes for 1,356m) in March 2013 intercepted gold mineralisation in ten of the drillholes drilled.

The best results were:

1m at 87.2g/t Au (KRC003)
2m at 3.5g/t Au and 12m at 1.4g/t Au (KRC013)
3m at 4.7g/t Au, including 1m at 12.2g/t Au (KRC012)

Bambeni 6 Prospect (Komondi Permit)

Soil sampling identified a 1.6km strike length gold-in-soil anomaly over a WNW-trending structure in the western part of the Komondi Permit associated with artisanal workings. The mineralisation consists of sulphidic quartz veins with disseminated chalcopyrite. Best rock chip results were 27g/t Au, 0.8% Cu. Follow up RC drilling (2 holes for 252m) in March 2013 intersected mineralisation with 1m at 1.3g/t Au in hole KRC014 and 3m at 0.9g/t Au and 1m at 1.1g/t Au in KRC015.

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Diogora and Sefa Eddi Prospects (Yipely Permit)

These two co-linear soil geochemical anomalies appear to lie over a NE trending splay off the main NNE trending structure. They were tested with RAB and RC drilling in 2010. Gold mineralisation was associated with quartz-tourmaline veining and RC drilling results included 3m at 5.3g/t Au in YRC020, 3m at 3.5g/t Au in YRC001 and 1m at 9.8g/t Au in YRC019.

Additional RC drilling in March 2013 (two drillholes for 160m) at the Diogora Prospect returned a best intersection of 3m at 2.1g/t Au in YRC030.

Sefa Eddi South Prospect (Yipely Permit)

This 6km x 600m gold-in-soil anomaly associated with metamorphosed mafic volcanic units lies on the main NNE trending structure to the SE of Seffa Eddi. It has not been drill tested.

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Figure 19 - Sebba Project Gold in Soil Anomalies

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5. Babonga Project

5.1. Introduction

The Babonga Project is located in the NE of Burkina Faso and is comprised of one granted exploration permit covering a total area of 102km² on the Samira Hill Greenstone Belt.

5.2. Project geology and mineralisation

The Babonga permit is located on the Samira Hill Greenstone Belt which hosts the Samira Hill Gold Mine and contains numerous active artisanal mines along its length. It lies along strike from Predictive Discovery’s (ASX: PDI) Bonsiega Project, which contains numerous artisanal workings.

The project area is covered extensively by shallow transported material. Work carried out across the Babonga project by GMR consisted of soil and rockchip geochemistry. A coherent gold-in-soil anomaly approximately 2.1km long and 300m wide has been defined in the southern part of the permit (Figure 20).

Very little outcrop can be found at Babonga, however aeromagnetic data suggests the project area has typical Birimian volcanic and sediments with major crustal faults and minor shears. The gold anomaly is coincident with a major NE-trending regional structure. The anomaly has values up to 270 ppb Au, strikes NE to N and is open to the south. No follow up of the soil anomalism has been reported.

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Figure 20 - Babonga Gold in Soil Anomaly

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(GMR Sept 2013)

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6. Yako Project

6.1. Introduction

The Yako Project, located in north-western Burkina Faso, consists of two contiguous permits, Zanna and Tanlili for a total area of 316.8km². The Yako Project area encompasses prospective Birimian greenstone rocks which lie under shallow soil/laterite cover. The Yako Project area contains many active and historic artisanal workings developed on near-surface, sub-parallel gold-bearing quartz veins. These include extensive workings at the Margo artisanal site on the Tanlili permit which has been worked continuously since 1986.

Exploration carried out across permits by GMR has included geological mapping, auger sampling, rock chip sampling, reverse circulation (RC) drilling, and airborne geophysics..

GMR acquired 233km² of IKONOS imagery in December 2010 over the Yako Project. The entire Yako Project area was covered by a high resolution airborne magnetic / radiometrics survey flown by Aeroquest. A total of 3,133 line km was flown over these two permits in March 2012. Flight line direction for the survey was 000-180° with a flight line spacing of 200m.

Between July 2011 and March 2012, GMR drilled 30 RC drillholes for 3005m at the Pellé South Prospect on the Tanlili permit. GMR also drilled 52 RC holes on the Zanna permit for 4822m, of which 34 drillholes (3,349m) were at the Pellé North Prospect. Between June 2010 and February 2012, GMR collected 150 rock chip samples targeting vein quartz. Of these, 103 samples were from the Zanna permit.

6.2. Mineral tenure

The Yako Project, located in north-western Burkina Faso, consists of two contiguous permits, Zanna and Tanlili for a total area of 316.8km². The Zanna permit covers an area of 154km². GMR acquired the license in July 2010. The Tanlili permit covers an area of 162.1km² and is located immediately south of the Zanna permit.

On 11 August 2011, GMR entered into an agreement to acquire the Tanlili permit from Ouattara Daouda. GMR has been making staged payments as per the agreement, with the only outstanding and final payment of Euro 30,000 being due in December 2014. The total purchase price is Euro 75,000. Ownership of the permit is only transferrable upon all payments being made. The Vendor has a right to a 1% NSR. GMR has right of first refusal to purchase the NSR at any time for US$1m. For the purposes of this valuation, it is assumed that the final payment will be made and that the GMR equity is 100%.

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6.3. Project geology and mineralisation

The Yako Project area lies over meta-sediments and meta-volcanics of the Kaya-Goren Greenstone Belt (Figure 21). Within the belt, dykes, sills and irregular masses of intermediate to felsic intrusive rocks locally cut the mixed volcanic and sedimentary rock units that comprise most of the belt. Substantial areas are covered by lateritic units, dominantly gravels and massive lateritic hardpan (cuirasse) with some areas of extensive aeolian cover. Numerous sub-parallel NE trending shear zones traverse the permits. Interpreted NW trending tension gashes and fractures formed in association with these shear zones. These structures extend across into True Gold Mining’s Kao permit and bound the Kao gold resource. The Yako Project borders True Gold Mining’s Karma Project and is proximal to Amara Mining’s Sega resource and operating Kalsaka Mine.

Mineralisation at Yako typically occurs as multiple sub-parallel quartz veins hosted in volcanic and metasedimentary units. Mineralisation is oriented NE-SW and dips steeply to the NW. Artisanal mining is active across both the Zanna and Tanlili permits, with six sites identified as significant workings.

The gold mineralisation at the Pellé North Prospect occurs in highly weathered metasediments, which are locally weakly silicified and may host quartz stockwork veins. The mineralisation appears to be sub-vertical and up to three parallel zones have been intercepted on some drill sections. Prior to GMR, the Tanlili and Zanna permits were held by Orezone Gold Corporation (Orezone). Orezone completed a scout drilling program targeting known artisanal prospects and newly identified geophysical targets. At Pellé North, eleven drillholes intersected shallow mineralisation over 300m of strike.

Mapping at the Nongfaïré Prospect outlined at least three sub-parallel zones of gold-bearing smoky quartz veining over an area 800m by 500m. Previous Orezone drilling was conducted on a single 660m line of artisanal workings. Twenty drillholes were completed and broad zones of gold mineralisation were intercepted in the northern portion of the prospect area over a strike of 200m.

The Margo artisanal site, on the Tanlili permit, has been worked continuously since its discovery in 1986. Gold mineralisation at Margo occurs as a series of sheeted quartz veins in a corridor trending WNW-ESE and hosted in a sedimentary package that has been intruded by a late stage granite body. Quartz / sulphide veins are hosted in a foliated dioritic intrusive with weak pyrite / sericite alteration of the host rocks.

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Figure 21 - Yako Auger Soil Geochemistry and Mineralisation

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(GMR, 2014)

6.4. Prospects

6.4.1. Pellé North

The Pellé North is an extensive artisanal mining site and comprises hundreds of pits and shafts over a strike length of 700m and widths ranging from 25m to 40m (Figure 22). The gold mineralisation at Pellé North occurs in highly weathered metasediments which are locally weakly silicified and may host quartz stock work veins.

Geological mapping by GMR has identified three sub-vertical parallel gold-bearing quartz veins hosted in volcanic sediments. The veins have been mapped over a strike length of 400m and are coincident with the location of the artisanal mining pits. The quartz veins are inferred to continue NE for a further 300m under lateritic cover, where they continue to be excavated by artisanal miners. GMR has conducted two rock chip sampling programs at Pellé North (June and October 2010). A total of 34 samples were collected from the site with maximum values of 9.2g/t Au, 2.9g/t Au and 2.6g/t Au.

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Two RC drilling programs were completed at Pellé North to test the mineralisation targeted by artisanal workers. In July 2011, 14 RC drillholes were drilled (ZPRC001 to ZPRC014) for an aggregate of 1,235m. A second program was competed in July 2012 which consisted of 20 drillholes (ZPRC015 to ZPRC034) for a total of 2,014m. The best results were; 19m @ 4.1g/t Au in ZPRC003, 9m @ 4.3g/t Au from 105m in ZPRC024, and 7m @ 5.1g/t Au from 104m in ZPRC022. The better intersections at Pellé North were located beneath a 200m x 25m artisanal pit in the northern portion of the prospect area.

6.4.2. Nongfaïré North

Very little outcrop can be found in the Nongfaïré North area, apart from that exposed in the artisanal workings. Geological mapping by GMR has outlined at least three sub-parallel zones of gold-bearing smoky quartz veining striking NNW-SSE over an area 800m x 500m. Two rock chip programs targeting quartz veining were completed in June and October 2010, with a total of 55 samples collected. Maximum values of 49.2g/t Au, 19.3g/t Au and 7.5g/t Au were returned.

A total of 15 RC drillholes for an aggregate of 1,270m were completed in August 2011. Drilling confirmed that gold mineralisation is closely associated with quartz veining. However, no new veins were discovered under cover sequences between the three main artisanal mining sites. The best intercept from Nongfaïré West was 3m at 3.7g/t Au from 55m in ZNRC014.

6.4.3. Yaké

The Yaké area has very little outcrop, apart from that exposed in the artisanal workings. The gold mineralisation appears to be associated with quartz / sulphide veining hosted in a sheared dioritic unit. Scout RC drilling (three drillholes for a total of 303 metres) was completed at Yaké. The best intersection was 1m at 1.4g/t Au from 46m in hole ZYR002.

6.4.4. Mossoum

The Mossoum prospect was covered by a 200m x 50m auger geochemical grid between November 2012 and January 2013. During this period, 1,039 samples were collected and assayed for gold. Sample depths vary from 0m (surface sample) to 18m, below the base of the transported horizon. The auger survey identified three geochemical targets close to the western boundary of the Zanna permit.

The Mossoum gold-in-soil anomaly, located in the south-west of the auger grid, measures 1.2km long by 620m in width (at the 16ppb Au contour level) and has a peak gold value of 5,562 ppb Au. Between November 2012 and January 2013, ten rock chip samples were collected from this poorly exposed area and assayed for gold. No significant results were returned.

No other follow-up exploration of the anomalies has been conducted.

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Figure 22 - Pellé North Prospect

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6.4.5. Pellé South

Pellé South lies about 1.3km SSW of the Pellé North prospect and consists of two parallel NNEtrending zones of gold mineralisation that have been subject to artisanal mining. The gold mineralisation within these zones is associated with a series of thin sulphidic quartz veins and stringers hosted in a foliated meta-sedimentary sequence. In June 2012, a RC drilling program consisting of 30 drillholes for 3,005m was completed.

The “Eastern Zone” of gold mineralisation has been traced for 500m and intercepts from this zone included 12m @ 5.7g/t Au from 9m inTRC016 and10m@ 1.0g/t Au from 1m inTRC011.

The “Western Zone” lies 80m to the west of the Eastern Zone and has a strike length of approximately 200m. The best intersection from this zone was in drillhole TRC004 with 15m at 5.0g/t Au from 48m (including 3m at 20.3g/t Au).

A reconnaissance rock sampling program conducted in June 2010, targeted quartz veins located 700m south of the Pellé South artisanal site. During the program, 12 rock chip samples were collected with maximum values of; 8.2g/t, 3.7g/t and 3.0g/t Au.

6.4.6. Margo and Margo South

A reconnaissance rock chip program was conducted in February 2012, targeting quartz veins from the extensive artisanal workings. During the program, 20 samples were collected from Margo North and 10 samples from Margo South. Maximum values were 5.3g/t and 4.0g/t Au.

Mineralisation at Margo South has not been previously drilled, while Margo North has had previous drilling aimed at the artisanal workings. Results from this drilling were not available for review.

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7. Diapaga Project

7.1. Introduction

The Diapaga Project area is located approximately 350km east of Ouagadougou and comprises four contiguous exploration permits covering 958km² of the NE-trending Birimian Diapaga Greenstone Belt. The Diapaga Project area is traversed by a major NE trending shear zone and lies approximately 30km along strike from the Orbis Gold Natougou gold project. Artisanal gold workings are present in the area.

On 16 September 2011, GMR entered into separate agreements to acquire each of the permits that comprise the Diapaga Project from Generale des Travaux et Services Miniers (Getrasemi). The agreements provide for staged payments with ownership only being transferrable upon all payments being made. The payments terms were subsequently modified on 22 January 2014. Details are as follows:

Table 6 – Diapaga Project Farm-in Payment Details

Permit	Outstanding Amount (due 14 September 2014)	Total Acquisition Amount
Antyaga	US$24,200	US$59,400
Bagari	US$35,585	US$87,345
Gounda	US$44,275	US$108,675
Kountiagou	US$18,300	US$61,000

During the term of the letter agreements, GMR has exclusive access to the permit area and is obliged to keep the permit in good standing. However, GMR may withdraw from the Letter Agreements at any time. The Vendor has a right to a 1% NSR. GMR has right of first refusal to purchase the NSR at any time for US$1M.

Subsequently, GMR entered into an agreement with Blina Minerals NL (Blina) where Blina may earn a 51% interest in the rights to the Diapaga permits by incurring US$2m expenditure within 30 months. On 23 June 2014, Blina advised GMR that it was withdrawing from the agreement, without earning any interest.

7.2. Project geology and mineralisation

The Diapaga Project tenements are characterised by poorly exposed Birimina greenstone stratigraphy. Geology and structure were primarily interpreted from the high resolution airborne magnetic survey data acquired by GMR (Figure 23). The Diapaga Project area is characterised by broad regional NW – SE trending linear magnetic zones which truncate along a sharp NE – SW trending zone which transects the tenement areas. The variable high-frequency magnetic response through the tenement area reflects the presence of a composite lithological assemblage.

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The structural geometry interpreted for the Diapaga survey is characterised by a dominant high-strain ENE – WSW trending D2 shear system which transects the central survey area. The main D2 shear system within the Diapaga survey area is characterised by an anastomosing series of discrete shear zones. These structural features are defined by strongly linear magnetic zones which both truncate and attenuate magnetic units. A widening of the D2 shear system occurs in a low strain area the central part of the survey area where the D2 shear zone wraps around the relatively rigid basement foliated gneiss and neck into the pressure shadow zone.

The tectonostratigraphic interpretation of the Diapaga Project magnetic data identified a potential focus for mineralisation. This comprised an interpreted transtensional block in the central part of the survey area (the central green block in Figure 26 which provided a localised dilational D2 deformation regime. The associated transtensional shear zones, minor faults and fractures within this block are directly linked into the main high-strain D2 shear zone, a potential conduit for the ingress of mineralising fluids.

In 2013, Blina completed a first pass geochemical auger drilling program over the project. A total of 479 samples were assayed, 474 returned <5 ppb Au. Five samples with >10ppb Au were found associated with the main NE trending shear zone and were targeted for follow up in 2014. Follow up in 2014 failed to define any strong geochemical focus. In total, 1,633 holes were completed to an average depth of 6.6m for 10,726 metres of auger drilling and a total of 1,698 samples were submitted for analysis. No prospects were defined.

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Figure 2 3 - Diapaga Interpreted Ge o logy

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8. Sepola Project

8.1. Introduction

The Sepola Project lies approximately 40km SE from the Sadiola and Yatela gold mines and approximately 40km NW of the Loulo gold deposit in western Mali. Most of the exploration effort at Sepola has been focussed within the Kolomba Permit on the Mogoyafara South and Linnguekoto prospects.

The Sepola Project hosts a JORC (2004) Inferred Resource totalling 3,694,000 tonnes at 1.5g/t Au for 181,000 oz Au. These were estimated by Coffey from the following two prospect areas: Mogoyafara South Inferred Resource of 3.46Mt at 1.5g/t Au (165,000 ounces of gold); and Linnguekoto North Inferred Resource of 293,000t at 1.7g/t Au (16,000 ounces Au). Both estimates have been previously reported publically and accordingly, no consents have been sought for the reporting of these estimates here (Mogoyafara in GMR March 2010 Quarterly Report and Linnguekoto in GMR September 2009 Quarterly). Additional drilling targets exist in two other prospect areas (Linnguekoto South and Bahe).

A fully operation camp capable of accommodating 20 people is located on the Kolomba North Permit. The camp is equipped with accommodation, ablution, office and kitchen blocks, a new 20KVa generator and water bore.

The Sepola Project area is bisected by a major regional structure, the Senegal-Mali Shear Zone (SMSZ), which is locally known as the “Corridor de Sanou” (Golden Corridor). Secondary structures and splay faults associated with the SMSZ play a significant role in the localisation of major gold deposits in western Mali. These include the Sadiola and Yatela gold deposits which lie approximately 40km along strike to the northwest of Sepola and the Loulo gold deposit which lies around 40km along strike to the northwest (Figure 2).

Significant exploration has been completed on the Sepola Project by Hyundai (expenditure of ~US$10 million), followed by GMR (expenditure of US$5 million). Work completed by GMR includes detailed high resolution airborne survey (aeromagnetics/radiometrics), ground IP, geological mapping, soil and rock chip sampling, trenching and reverse circulation (RC) drilling.

8.2. Mineral tenure

The Sepola Project comprises two granted exploration permits covering approximately 81.5km² and two pending applications.

8.3. Project geology and mineralisation

8.3.1. Geology

The most significant structural feature of the Sepola Project area is the Senegal-Mali Shear Zone (SMSZ) which bisects the northern part of the project area. Sub-parallel shears associated with this major structure occur throughout the project area. Prospective northeast–trending structures are also evident from magnetics and satellite imagery. The geology of the Sepola Project area has been basically grouped into two main sedimentary units which are separated by the SMSZ (Figure 24). East of the SMSZ, lithologies have been assigned to the Kofi Formation and consist of a sequence of steeply dipping sandstone, siltstone and carbonate rocks. These rocks have been intruded by mafic rocks, mainly diorite and dolerite sills, and dykes.

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To the west of the SMSZ, rocks have been assigned to the Keniebandi Formation, and consist of volcaniclastic siltstone, sandstone and polymict conglomerate. Stocks of granite/granodiorite have intruded the metasedimentary sequences. A Neoproterozoic porphyry occurs in the southern part of the district, together with small gabbro and diorite intrusions.

Figure 24 – Sepola Project Geology and Mineralisation

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8.3.2. Mineralisation

Mogoyafara South Prospect

The Mogoyafara South Prospect is the most advanced prospect in the Sepola Project area. Work completed in this area by GMR included high resolution aerial geophysics (magnetics and radiometrics) and ground geophysical surveys (induced polarisation), geological mapping, rock chip sampling, trenching and RC drilling (49 drillholes for 6,885m). Previous work conducted by Hyundai included rock and soil sampling, trenching, 30,240m of RC drilling (402 holes) and 345m of diamond drilling (three drillholes).

Mineralisation at the Mogoyafara South prospect consists of a series of stacked, shallowly-dipping, gold-bearing “alteration-style” carbonate-silica-pyrite lenses and quartz veins occurring proximal to the small granitic intrusion. The individual mineralised lenses generally range from 5m to 40m in thickness and are typically separated by 10m of barren greywacke host rock. There are two zones of mineralisation (Eastern and Western Zones).

A JORC (2004) Inferred Resource of 3.46Mt at 1.5g/t Au (for 165,000 ounces of Au) has been defined at the Mogoyafara South Prospect. This Resource estimate was completed in March 2010 by Mr D Slater of Coffey Mining Pty Ltd following the completion of a 25-hole infill RC drilling program by GMR in December 2009. This Resource was estimated using a 0.5g/t Au cut off.

Figure 25 – Location of Sepola Project Main Prospects

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From GMR2013,Mali

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Bahe Prospect

The Bahe Prospect comprises a major artisanal mining site located 2.9km southwest of the Mogoyafara South Prospect. It is situated on both the Kolomba and Gourbassi East permits. Samples of limonitic quartz with malachite (copper oxide) staining taken from mineralisation exposed in the workings returned grades of 22.1g/t Au, 11.1g/t Au, 9.4g/t Au and 3.5g/t Au. The Bahe workings lie on the southern end of a prominent northwest-southeast-trending magnetic-high anomaly which extends for a strike length of at least 2.4km. The Bahe magnetic anomaly is of a similar magnitude and lies parallel to the northwest-southeast trending magnetic anomalies associated with the Eastern and Western Zones that comprise the gold resource at Mogoyafara South (Figure 25).

Little outcrop can be located over the magnetic anomaly. Previous regional soil sampling returned a spot gold anomaly of 133ppb on a sample line located approximately 100m north of the artisanal mining site. GMR has not conducted follow-up exploration work at Bahe since the significant rock chip results were obtained. No drilling has been conducted in the Bahe area.

Linnguekoto North Prospect

The Linnguekoto North Prospect is also situated on the Kolomba Permit and lies 7.6km northwest of the Mogoyafara South Prospect. The largest artisanal mining site situated in the Sepola Project area is at Linnguekoto North. It consists of numerous timber-lined shafts within an area of approximately 1.25 hectares. Mineralisation is associated with white to grey quartz-sulphide veins hosted in pink to white kaolinised siltstones. Quartz extracted by artisanal miners often has abundant visible gold. The geometry of the veins appears to be complex and is thought the veining forms either a stockwork or stacked vein array zone with a general trend to the north-northeast and a steep dip to the west. Work completed by GMR included geochemical sampling, mapping, aerial magnetics and radiometrics, ground IP and RC drilling. Hyundai previously drilled 122 RC drillholes (8,354m) and four diamond drillholes (770m). Significant intersections included RCSP 739 from 91m to 109m (18m @ 8.2g/t Au) and RCSP 343 from 52-59m (7m @ 16.0g/t Au).

A JORC (2004) Inferred Resource of 293,000t at 1.7g/t Au (16,000 oz) has been estimated at the Linnguekoto North prospect. This Resource was estimated by Mr D Slater of Coffey Mining Pty Ltd in June 2009 based on Hyundai drilling data. The estimate utilised a 0.5g/t Au cut-off, no upper gold cut and a density of 2.2g/cm³.

GMR drilled three deeper RC drillholes (442m) to the east of the main zone of gold mineralisation at Linnguekoto North. The drillholes were drilled at -90 degrees to test the potential for flat-lying stockwork veining. The drilling failed to intersect any significant mineralisation.

Linnguekoto South Prospect

The Linnguekoto South Prospect is also situated on the Kolomba Permit and lies 1.6km south of the Linnguekoto North Prospect. Gold mineralisation associated with quartz vein stockworks was discovered following a program of soil and rock chip sampling completed by GMR. Work completed to date includes geochemical sampling, mapping, trenching and RC drilling.

Soil sampling delineated a zone of anomalous gold (>20ppb) trending northeast around 2,000m long and 700m wide. Values up to 6.1g/t Au were obtained in the soil sampling. Rock chip samples up to 14.8g/t Au were obtained from the prospect area. A total of 19 trenches (2,699m) were excavated to test these soil geochemical anomalies. An additional 142m of channel rock chip samples were collected in areas of outcrop. Quartz stockworks were intersected in Trench 2 hosted in an intensely bleached greywacke unit. An intercept of 16m @ 3.2g/t Au was obtained. Trench 6, adjacent to Trench 2, confirmed the mineralised zone with an intersection of 32m @ 2.2g/t Au (25m true width).

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A total of 27 RC drill holes (3,593m) were completed. The best intercept in the RC drilling was 12m @ 3.4g/t Au from 8m depth in drillhole LIN011. This drill hole is located 150m southwest of the gold intercept in Trench 2.

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9. Farada Project

9.1. Introduction

The Farada Project is comprised of two granted exploration permits, Farada and Niaouleni West, covering 40.4km² of prospective Lower Proterozoic Birimian volcano-sedimentary rocks in southern Mali (Figure 26). The Farada Project area is located approximately 120km south-southwest of Bamako. Work completed by GMR on the Farada Permit includes detailed high resolution airborne survey (aeromagnetics/radiometrics), satellite imagery and interpretation, soil sampling, limited trenching and air core drilling. Work in the Niaouleni West Permit consists of soil sampling and geological prospecting.

Figure 26 – Farada Project Leasing and Soil Geochemical Anomalies

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9.2. Mineral tenure

The Farada Permit covers an area of 23.5km² and lies between the Niger River and the Fie River in southern Mali. The Niaouleni West Permit covers 16.9km² and is located 20km southwest of the Farada Permit. The western boundary of the Permit runs along the international border with Guinea. Under a Letter Agreement dated 26 June 2009, Golden Rim Mali purchased 90% of the Niaouleni permit from GIE Geo Consul. Golden Rim Mali free carries GIE Geo Consul’s 10% interest until completion of a feasibility study. At that time, GIE Geo Consul may elect to dispose or convert its 10% interest to a royalty. In the event GIE Geo Consul elects to dispose, Golden Rim Mali has first right of refusal.

9.3. Project geology and mineralisation

9.3.1. Geology

The Farada Project area is situated in southern Mali, and is underlain by rocks of the Archaean to Lower Proterozoic Birimian Group assigned to the Siguiri Basin Formation. The Farada Project area is dominated by rocks of the Diale Series flyschoid metasedimentary sequence. Outcrop is generally very poor on both permits due to extensive coverings of lateritic soils and laterite. Foliated white to grey metasediments outcrop in the northeastern part of the Farada Permit but generally the permits are covered by laterite cap rocks or transported soil cover.

9.3.2. Mineralisation

Regional geochemical sampling conducted by the BRGM identified a major northeast trending regional arsenic-in-soil anomaly over 20km. This arsenic anomaly extends through the Farada Permit associated with a structural corridor trending northeast through the Farada Permit. The anomaly is approximately 2km wide, extending over 6km strike and has been verified by repeat soil sampling conducted by GMR. Results from the geochemical sampling showed that the regional arsenic anomaly was repeatable with values up to 5,670ppm As. Gold-in-soil values up to 6.4g/t Au were also obtained. A program of 150 air core drillholes (total of 7,395m) was completed to test specific geochemical targets. The best intersections included 1m at 5.5g/t Au from 5m (FAR144), 1m at 2.76g/t Au from 46m (FAR034) and 1m at 2.22g/t Au from 29m (FAR006).

Soil sampling has been conducted on the Niaouleni West Permit and a number of coherent gold-insoil anomalies have been outlined. These have yet to be followed up. An 800m long by 500m wide gold-in-soil anomaly with values up to 3.85g/t Au is located in the far northwest corner of the Niaouleni West Permit. An approximately 1.6km long by 600m wide anomaly defined by five high value samples (up to 3.2g/t Au) is located in the central part of the Permit. A 500m x 300m coherent goldin-soil anomaly with up to 2.5g/t Au is located on the eastern boundary of the central part of the Permit. In the southern part of the Permit, an approximately 1.4km long by 500m wide gold-in-soil anomaly has been defined with peak results up to 2.2g/t Au. A number of artisanal mining sites are located along the southwest part of the anomaly.

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10. Cote D’Ivoire projects

10.1. Introduction

Cote D’Ivoire has a large area of gold prospective greenstone stratigraphy which hosts four operating gold mines; Ity (La Mancha), Tongon (RandGold), Yaoure (Amara Mining) and Bonikro (Newcrest Mining). Gold mines expected to come into production in 2014 include Agbaou (Endeavour) and Sissingue (Perseus Mining). The country has only recently re-commenced the granting of exploration permits following a lengthy hiatus.

Two exploration permits over the Kongasso and Koyekro Project were granted to GMR in the March 2013 quarter (Figure 27).

10.2. Kongasso Project

The Kongasso Exploration Permit covers an area of 394.7sq km. Work completed included orientation geochemical sampling, reconnaissance mapping and rockchip sampling. No encouraging results were received. To 30 April 2014, GMR expended $44,896.

10.3. Koyekro Project

The Koyekro permit covers 400.3sq km. Work completed included orientation geochemical sampling, reconnaissance mapping and rockchip sampling. A total of 33 rockchip samples were collected. Results were not encouraging. To 30 May 2014, GMR has expended $30,811 on this permit.

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Figure 27 – GMR Cote D’Ivoire Projects

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11. Falun Project

11.1. Introduction

The Falun Project in Sweden comprises seven permits covering 19.42km² in and around the historic mining centre of Falun, located 200km NW of Stockholm. The Falun Project forms part of the Bergslagen Joint Venture (“BJV”) between Royal Falcon Mining LLC (GMR’s 35% owned Abu Dhabi alliance company) and Drake Resources Ltd (Drake). The BJV was signed on 6 April 2009. Currently, the interests in the joint venture are Royal Falcon Mining (RFM) 51% and Drake 49%. Under the agreement, RFM has earned a 51% interest in the Bergslagen permits, having spent US$3M during the First Earning Period. RFM elected not to proceed to earn an additional 26% and in 2013, GMR commenced divestment activity for its BJV assets.

Drake is Manager of the Joint Venture. Under the agreement, the Manager prepares work programs and budgets as well as financial and technical reports and makes cash calls every quarter, as approved by an operating committee. Each party contributes to the cash calls in accordance with their relevant interest. The agreement contains dilution provisions. In the event Drake’s interest is diluted to less than 5% or Drake withdraws, its interest is converted to a 2% NSR.

The relevant tenements are shown inFigure 28. The BJV has signalled its intention not to apply for renewal of the Skyttgruvan nr 2 permit which expired on 15/04/2014.

The mine was closed in 1992 after operating for more than 1,400 years. Records show that more than 35Mt were mined containing on average 1-3% copper, 2-6% zinc and 1-7g/t Au (Drake, 2008). With more than a millennium of mining history, the Falun mine is a historic site. In recognition of this, the old open pit and parts of the town have been placed on the World Heritage register and open pit mining is precluded.

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Figure 28 – Falun Project Leasing

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11.2. Project geology and mineralisation

11.2.1. Geology

The most prospective part of the Bergslagen Province is dominated by Lower Proterozoic felsic volcanics and sedimentary rocks, which have undergone extensive regional metamorphism and sodium and potassium metasomatism. The ore deposits of the region are primarily located at the transition from volcanic-dominant to sediment-dominant parts of the sequence and are usually interpreted to be metamorphosed volcanogenic massive sulphide (VMS) systems or Broken Hill Type (BHT).

At Falun, the sequence is dominated by felsic meta-volcanic rocks, the so called “leptites”. The metavolcanics are mainly silica-rich rhyolitic and rhyodacitic tuffs and lavas which have undergone amphibolite facies regional metamorphism. The metamorphism has erased all primary structures. U- Pb age determinations from comparative meta-volcanics elsewhere in Bergslagen give ages of 1900– 1860Ma. The leptites are usually light grey to reddish and fine- to medium-grained. In places, they occur as thin, gedrite- (amphibole)-bearing, quartz-feldspar gneisses. Elsewhere, they are very finegrained acid and intermediate rocks.

Towards the centre of sequence, meta-sediments and meta-volcanics appear in association with magnetite and pyrite skarn. The meta-sediments are mainly fine-grained mica-quartz-feldspar rocks, mica schist and Ca-Mg marble. The Falun, Skytt, Grönbo and Domangruvan occurrences are all on this mineralised horizon. South of this horizon, the main rock types are basic to intermediate tuffs.

Sveko-karelian granites of 1873 +/- 10Ma age occur north and south of the leptite belt. Several generations of amphibole rich dykes cross the area. Most of them strike NW–SE and show Rb-Sr ages around 1200–900Ma.

11.2.2. Mineralisation

The Falun mineralization has been described in the past as partly “compact” (massive) ore and partly impregnated (disseminated) ores. Copper mineralisation types were described as:

Blötmalm (Soft ore) = chalcopyrite-sphalerite rich compact pyrite ore
Hårdmalm (Hard ore) = chalcopyrite as impregnation in quartzite
Skölmalm (gouge ore) = chalcopyrite-bearing gouge structures

Different orebodies formed a major structure 8km long in the centre of the leptite belt (Figure 29). In the horizontal plane, the ore zone had a Z-shaped fold, 130m wide and 500m long. At deeper levels, it split into several separate lenses. These were called Storgruvekisen, Källortskisen and Drottningkisen. In addition, there were parallel, deeper horizons called “Cuban” and “Lorichs” and the deepest was “Wallin” which extended to the 500m level.

Hard Ore zones lie to the east and west of the main mineralisation. Pyrite dominates the massive sulphide ores. There are parts which consist of almost pure pyrite. Other minerals of economic importance are sphalerite, galena, chalcopyrite, gold (electrum and laitakarite), silver (tetrahedrite, tennantite), magnetite and pyrrhotite. Silver and bismuth also occur, contained mainly within galena.

Much of the past mining exploited the massive chalcopyrite-sphalerite-rich pyritic ores. Small remnants of this remain within, or close to, the main ore body. Most of the Hårdmalm remains in situ, although some high-grade copper sections were mined.

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The geometry of the hardmalm is typically lensoidal. These have a dip of approximately 60° nearer to surface, but around 150 m these dips steepen to around 70°. The overprinting Au+Bi+ Cu veins have ‐ a steeper dip at depth (sub vertical), but the orientation near surface is not known.

Figure 29 – Falun Historical Mines and Mineral Occurrences

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11.3. Exploration history

Apart from the exploration associated with over 1,000 years of mining, more modern exploration was completed by Drake in joint venture with Zinnifex up to 2009 and then by the BJV from 2009 to 2011. The main elements of the work comprised:

Ultra-detailed aeromagnetics
Detailed structural mapping
Surface rock-chip sampling
Till geochemistry
Shallow drilling for bedrock sampling
100m line-spaced VTEM (helicopter-borne electromagnetics)

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Ground follow up of EM targets
Ground gravity surveys

Between 2009 and 2011, the BJV completed 7,171m of diamond drilling, mainly on the Eastern Zone at Falun Mine. The best drilling intersections in the Eastern Zone included; 11.6m @ 61.2g/t Au, 1.2% Cu and 0.09% Bi from 94.5m in drillhole 11DDFN035. The BJV drilling defined a small inferred resource in the Eastern Zone while 3D modelling of historical drilling suggested that the mineralisation in the Western Zone may be more continuous. Six drillholes were drilled into the Western Zone, of which two showed long intersections of lower grade mineralisation. Drillhole locations and the mineralised zones are shown in Figure 30.

Figure 30 – Falun BJV Diamond Drilling

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(Drake, 2011)

Eastern Zone

The BJV drilled 33 diamond holes (for 5,138m) in the Eastern Zone. There were also a considerable number of historic drillholes in the Eastern Zone. Most of these historic drillholes were only partially ‐ assayed (obvious higher grade sulphide rich zones only). The BJV were able to obtain access to these drillholes and entire mineralised intervals were re ‐ sampled and assayed. Generally, it was difficult to correlate mineralised intercepts between drillholes. From 0-100m depth, where most of the BJV drillholes are located, there were no distinguishable mineralisation contacts, nor many discrete veins. There were no obvious geological marker horizons and the boundaries of the mineralisation seem to be irregular, pervasive and disseminated. Stoping of the mineralisation by later dykes created further complication in interpreting the geometry of the mineralised zones.

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Western Zone

In the Western Zone, massive sulphide mineralisation seems to be more prevalent with higher Cu-AgPb-Zn. The BJV completed six diamond drillholes into the Western Zone. An initial 3D interpretation of the mineralisation, using historic and BJV holes suggested three discrete mineralised zones were present (A, B and C). These parallel zones trend 045 and dip at approximately 70° to the SE.

Two independent resource estimates have been completed on the Eastern Zone (Table 7). An initial Resource estimate was completed by Mr D Slater of Coffey Mining Pty Ltd in November 2010 and a subsequent estimate completed by Dr Chris Gee in July 2011. Both estimates classified the resources as Inferred (JORC, 2004). The differences between the estimates was attributed by Drake Resources (2011) to the differences in two main estimation parameters, one being the extent of the geological models (wireframes) and the other being the orientation and dimensions of the search ellipses used in the estimation. Both estimates have been previously reported publically and accordingly, no consents have been sought for the reporting of these estimates here.

A detailed review of these estimates is beyond the scope of this valuation. The Resources have not been used in the valuation since significant historical, environmental and social impediments to development suggests that eventual extraction of these Resources is problematic. In view of this, and the time and budget constraints of the current assignment, the Yardstick Method was not considered appropriate. In addition, no comparable transaction research was available to establish appropriate metal discount factors for use in a Yardstick based valuation. The Resource estimates are reported here as part of the relevant exploration history.

In addition to the Inferred Resource, two other areas (lower Eastern Zone and Western Zone) were also examined for their potential to produce further resources. Due to the paucity of recent drilling and the lack of QA/QC information associated with the historical drilling, only exploration targets could be defined for these areas. These targets were reported as:

Between 500,000 and 800,000t with a grade of between 0.4 and 0.6% Cu and between 0.2 and ‐
0.3g/t Au at a cut off grade of 0.3% Cu for the lower Eastern Zone.
Between 1.4Mt and 2Mt with a grade of between 0.5 and 0.8% Cu at a cut ‐ off grade of 0.3% Cu for the Western Zone.

Table 7 - Falun Eastern Zone Publically Reported Resource Estimates (JORC 2004)

Resource Estimate	Completed by	Cut Off Grade (Au g/t)	Tonnes (Mt)	Au Grade (g/t)	Cu Grade (%)	Contained Au (kOz)	Contained Cu (t)
Coffey Mining, 2010	David Slater	0.7	0.77	1.7	0.6	42	4.740
Independent, 2011	Dr Chris Gee	0.7	0.58	2.4	0.6	44	3.489

11.4. Current situation

GMR has signalled its intent to divest its equity in this Project. Falun has been essentially “on care and maintenance” with little expenditure since 2011. Total expenditure at the end of September 2011 was US$3,383,500, and to 30/06/2014 was US$3,642,688. No reporting more recent than September 2011 was available for review and it appears very little has been done over the last three years.

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12. Valuation background

There are numerous recognised methods used in valuing “mineral assets”. The most appropriate application of these various methods depends on several factors, including the level of maturity of the mineral asset, and the quantity and type of information available in relation to any particular asset.

The Valmin Code, which is binding upon “Experts” and “Specialists” involved in the valuation of mineral assets and mineral securities, defines the level of asset maturity under the following categories:

“Exploration Areas” refer to properties where mineralisation may or may not have been identified, but where a mineral resource has not been defined.

“Advanced Exploration Areas and Pre-Development Projects” are those where Mineral Resources have been identified and their extent estimated, but where a positive development decision has not been made.

“Development Projects” refers to properties which have been committed to production, but which have not been commissioned or are not operating at design levels.

“Operating Mines” are those mineral properties, which have been fully commissioned and are in production.

The various recognised valuation techniques are designed to provide the most accurate estimate of the asset value in each of these categories of project maturity. In some instances, a particular mineral property or project may include assets that logically fall under more than one of these categories.

Regardless of the valuation techniques adopted, the consideration must reflect the perceived “fair market value”, which is described in Definition 43 of the Valmin Code as:

“the amount of money (or the cash equivalent of some other consideration) determined by the Expert in accordance with the provisions of the VALMIN Code for which the Mineral or Petroleum Asset or Security should change hands on the Valuation Date in an open and unrestricted market between a willing buyer and a willing seller in an “arm’s length” transaction, with each party acting knowledgeably, prudently and without compulsion.”

In the case of Pre-development, Development and Mining Projects, where Measured, Indicated and Inferred Resources have been estimated, and mining and processing considerations can be reasonably determined, valuations can be derived by compiling a discounted cashflow (DCF) and determining the net present value (NPV).

Where mineral resources remain in the Inferred category, and the application of mining parameters to determine their economic viability has not been undertaken or is considered inappropriate, their value cannot be demonstrated using the more conventional DCF/NPV approach. A similar situation may apply where economic viability cannot be readily demonstrated for a resource assigned to a higher confidence category. In these instances it is frequently appropriate to adopt the In-situ Resource (or "Yardstick") method of valuation for these assets. This technique involves application of a heavily discounted valuation of the total in-situ metal contained within the resource. This usually equates to a range of 1.5% to 4.5% of the spot metal price as at the valuation date, but may vary substantially in response to a range of additional factors including physiography, infrastructure and the proximity of a suitable processing facility. The range is usually correlated to the confidence in the resource estimate such that the 1.5% factor is commonly applied to “Inferred” resources, 3.0% to “Indicated” and 4.5% to “Measured”.

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In the case of Exploration Areas, and to a lesser extent Advanced Exploration Areas, the potential is speculative compared to projects where mineral resources have been estimated. The valuation of Exploration Areas is dependent, to a large extent, on the informed, professional opinion of the valuator.

Where useful previous and committed future exploration expenditure is known or can be reasonably estimated, the Multiple of Exploration Expenditure (“MEE”) method is considered to represent one of the more appropriate valuation techniques. This method involves assigning a premium or discount to the relevant effective Expenditure Base (“EB”), represented by past and future committed expenditure, through application of a Prospectivity Enhancement Multiplier (“PEM”). This factor directly relates to the success or failure of exploration completed to date, and to an assessment of the future potential of the asset. Selected PEMs usually range from 0.5 to 3.0, but can be as low as 0 and as high as 5. The method is based on the premise that a “grass roots” project commences with a nominal value that increases with positive exploration results from increasing exploration expenditure. Conversely, where exploration results are consistently negative, exploration expenditure will decrease along with the value.

Other valuation methods can be adopted to assist in confirming conclusions drawn from the MEE approach. Where sale transactions relating to mineral assets that are comparable in terms of location, timing and commodity, and where the terms of the sale are suitably “arm’s length” in accordance with the Valmin Code, such transactions may be used as a guide to, or a means of, valuation.

Where a joint venture agreement has been negotiated as an “arm’s length” transaction, the Joint Venture Terms valuation method may be applied. In a typical staged earn-in agreement, the value assigned to each of the various stages can be combined to reflect the total, 100% equity, value, as follows:

V100 = VStage 1 + VStage 2 + …….

The value of equity assigned to an entity buying into the project, the farminor, at any earn-in stage of a joint venture can be considered as the sum of the value of liquid assets transferred to the seller, or farminee, in cash or shares, plus the value of future exploration expenditure. Commonly, an agreement may stipulate a minimum expenditure that must be met by the farminor prior to allowing withdrawal from the agreement, and these funds are thus committed, as distinct from the notional expenditure to successful completion of the earn-in stage. In calculating the value of an agreement that includes future expenditure, it is considered appropriate to discount (usually at a rate of 10% per annum) that expenditure by applying the discount rate to the mid-point of the term of the earn-in phase. A probability range is also usually applied to each earn-in stage to reflect the degree of confidence that the full expenditure specified to completion of any stage will occur and, consequently, each equity position achieved.

The value assigned to the second and any subsequent earn-in stages will always involve discounted funds, and is likely to require exponentially increasing speculation as to the likelihood that each subsequent stage of the agreement will be completed.

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13. Technical valuation

13.1. Introduction

This Independent Technical Valuation has been prepared in accordance with the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (“The Valmin Code”), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (AusIMM), the Australian Institute of Geoscientists (AIG), and the rules and guidelines issued by such bodies as the ASIC and Australian Securities Exchange (ASX), which pertain to Independent Expert Reports.

A number of different valuation methods were examined to determine those most appropriate for the assets under consideration. The Projects under review are regarded as comprising a mix of Advanced Exploration projects and pure Exploration Areas.

The Yardstick method, normally applied to the valuation of in-situ resources, depends on heavily discounting the value of the contained metal in resources which have achieved a formal resource classification of Inferred or higher. Inferred Resources have been described and preliminary Scoping Studies have been completed for the Netiana Deposit (Balogo Project). Some preliminary conceptual pit optimisations and cashflow models have been tested but no development decision has been made. Coffey considers that the level of accuracy of the inputs to these models is insufficient to provide meaningful DCF based valuation results. The gold price used for this valuation method were based on the 2 July 2014 US$ gold price and US$-A$ exchange rate (US$1,326.50/oz and 0.945961 respectively). Inferred Resources for Cu-Au mineralisation at the Falun deposit have also been reported but for reasons discussed below, the Yardstick method was not applied in this case.

A number of projects are subject to Joint Venture agreements and the JV terms method has been selected as the most appropriate to derive a valuation or has been used to support a valuation by one of the other methods. These projects included the Sepola Project in Mali, the Diapaga and Korongou Projects in Burkina Faso and the Falun Project in Sweden. The Multiple of Exploration Expenditure (MEE) method was selected as the most appropriate method for the valuation of the exploration potential of the exploration licenses in the remaining project areas. The Expenditure Base (EB) was derived from exploration expenditure incurred by GMR to 30/04/2014 and the Prospectivity Enhancement Multiplier (PEM) used in the MEE calculation was based on the success (or failure) of exploration completed to date and an assessment of the future prospectivity of the tenement. The PEMs used were in the range from 0.5 to 2.5.

A search of relevant market transactions involving gold exploration and pre development (mineral resources) projects in West Africa was completed and the results considered for comparison. The comparable market transaction data were also used to assist with derivation of the metal discount factors used for the Yardstick valuation and to derive metrics for acquisition costs per square km of exploration ground. These are further discussed in Section 13.12.

13.2. Balogo

On the basis of the resources at Netiana satisfying at least an Inferred classification, they have been valued utilising the Yardstick Method. For the Yardstick valuation, the gold price of 02/07/2014 was used. This equates to A$1,402/oz for Au. Metal discount factors of 1.39% and 2.59% were used to derive the range of values and are defined by transaction data (Section 13.12). The Netiana Lodes contain an Inferred Resource of 850,000t @ 6.8 g/t Au for 185,000 ounces (0.5 g/t Au lower cut-off). Based on the above, a range of values between $3.61M and $6.72M was derived for 100% equity.

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Within this range, the preferred value is $6.5M. While this is towards the higher end of the range and approaches the factor more commonly applied to “Indicated Resources”, it reflects the relatively high grade of the resource and the expectation that both the resource classification and total ounces will increase with further drilling.

The additional value attributed to the Panga Lodes Prospect and the remaining areas of the Balogo permit was derived by the MEE method. An estimated 10% of the $10M expenditure to date on the permit was not directly related to Netiana and forms the Expenditure Base (EB) for the remaining areas ($1.005M). On this basis, and taking into account the high prospectivity of the remaining permit area and excellent initial drilling results from Panga, a range of Prospectivity Enhancement Multipliers (PEM) from 2 to 2.5 was applied to derive a range of values from $2.01M to $2.51M. The preferred value of $2.25M was selected towards the midpoint of this range.

The Dabinyan III permit was valued utilising the MEE method. Based on the distribution of known mineralisation, prospective structures and stratigraphy, PEM ranging from 1.5 to 2 were selected. These were applied to an EB of $441,701 the value of GMRs equity in this license was estimated to lie between $0.66M and $0.88M. Within this range, a Preferred Value of $0.75M was selected near the midpoint of the range.

Combining the values attributed above, Coffey derives a range of values for the Balogo Project with a lower value of $6.23M and an upper value of $10.12M. Within this range, the Preferred Value is $9.50M .

13.3. Korongou

In valuing the exploration potential associated with the Korongou Project, Coffey has applied the Multiple of Exploration Expenditure (MEE) method. In order to apply this method, a determination of the Expenditure Base (EB) is required. Normally this would comprise documented exploration costs. Documented exploration expenditure by GMR to 30 April 2014 has been provided by GMR and totals $901,567. Initial RC drilling at Banouassi returned a significant intersection of 7m @ 11g/t Au. In view of this and the extensive geochemical anomalism and known mineralisation at Banouassi, Namagdo and Big Veins, Coffey has elected to apply a range of Prospectivity Enhancement Multipliers (PEM) from 2.0 to 3. On this basis, the value of the GMR 90% equity lies in a range between $1.62M and $2.43M within which range Coffey has assigned a preferred value of $2.03M near the midpoint.

The Joint Venture Terms (JVT) method was also considered since GMR entered into an agreement with Epsilon Gold Mines Ltd (Epsilon) to acquire 90% of the Korongou Permit. Details are as follows:

Outstanding Amount Total Acquisition Amount US$400,000 (due 31 December 2014) US$3 million (including US$1.5 million on decision to mine)

No equity earned until all payments made.

On the basis of payments of US$1.1M having already been made and the project prospectivity , Coffey has elected to assign a probability of 0.85 (high) that the December 2014 payment will be made and a probability of 0.4 (moderate) that in three years’ time, the decision to mine will be triggered and the US$1.5M paid. On this basis, the present value of 100% equity in the project is assigned a value of US$2.10M (A$2.22M) and the value of GMRs equity assigned a value of A$2.0M.

Coffey considers that the value is somewhat compromised by the fact that the agreement provides that Epsilon may continue mining and processing within the Banouassi Small Scale Mining Permit and has taken this into consideration.

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13.4. Sebba

In valuing the exploration potential associated with the Sebba Project, Coffey has elected to apply the Multiple of Exploration Expenditure (MEE) method. In order to apply this method, a determination of the Expenditure Base (EB) is required. Normally this would comprise documented exploration costs. Documented exploration expenditure by GMR to 30 April 2014 has been provided by GMR and totals $2.131M. The permits were valued individually based on permit specific expenditure and a range of PEMs between 0.5 and 1.5 were assigned depending on the work completed and perceived prospectivity of each license. Exploration has defined extensive gold in soil anomalism and while initial drilling results have returned narrow mineralised intersections, Coffey has also considered the general prospectivity of this region with three major shear structures traversing the Project and three operating gold mines in the district

Applying the EBs and a range of PEMs, Coffey derives a range of provisional values for a 100% interest in the project from $2.09M to $3.16M. Within this range, a preferred value of $2.8M has been selected between the mean and the high value to reflect the large ground holding providing multiple prospective structures, the strike extent of gold anomalism and artisanal mining, and the concealed exploration potential adjacent to the widespread gold mineralisation known from the outcrop areas.

13.5. Yako

In valuing the exploration potential associated with the Yako Project, Coffey has elected to apply the Multiple of Exploration Expenditure (MEE) method. Documented exploration costs for the Project were provided by GMR. On this basis, the EB for the project was US$1.440M.

RC drill intersections from the Pelle North Prospect include a best intersection of 19m @ 4.1g/t Au. Intersections from the Pelle South include a best of 12m @ 5.7g/t Au in the Eastern Zone and 15m @ 5.0 g/tAu in the Western Zone. A significant number of RC drill holes have been completed testing artisanal workings and the proportion of drill holes with significant results is small. In this sense one could take the view that drilling has downgraded the prospectivity however there is certainly insufficient drilling to define potential high grade shoots which might be suggested by the best results. In view of this, Coffey has elected to apply a wide range of PEMs from 0.5 to 1.25.

On this basis, a range of values between $0.684M and $1.70M is indicated. Within this range, Coffey selected a preferred value of $1.20M near the midpoint of the range.

13.6. Diapaga

In valuing the exploration potential associated with the Diapaga Project, Coffey has elected to apply the Joint Venture Terms method. A range between 0.4 and 0.6 has been assigned to the probability that GMR will make final payments to Getrasemi for each of the tenements in September 2014 to earn 100% equity. No discounting has been applied to this future value given the short time until the payment is due and in the context of the other uncertainties in the valuation method. The value of the 1% NSR has been ignored since the probability of it being applied or bought back is considered very low and it must be discounted to the present from an unknown future date which will further diminish its current value.

Accordingly, the present value of derived from the JV terms ranges from A$133,798 to A$146,357. Within this range, a preferred value of A$140,077 (at the midpoint) has been selected.

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13.7. Babonga

In valuing the exploration potential associated with the Babonga Project, Coffey has elected to apply the Multiple of Exploration Expenditure (MEE) method. The Expenditure Base has been derived from historical exploration expenditure data provided by GMR ($104,616).

The Prospectivity Enhancement Multiplier has been allocated on the basis of perceived “return” on historical expenditure and future prospectivity. In this case the Babonga soil anomaly represents the sole return on exploration expenditure and the PEM range applied was 1.0–1.25. On this basis, a Preferred Value of $0.12M has been selected within the range $0.11M – $0.13M.

13.8. Sepola

In valuing the Sepola Project, Coffey has elected to apply the Yardstick method to the known resources. Since over US$15M has been spent on exploration to date, Coffey considers the value of the additional exploration potential outside the current resources is adequately accounted for in the Yardstick valuation. The Project contains JORC (2004) compliant Inferred Resources totalling 181,000 oz Au at an average grade of 1.56 g/t Au.

In selecting appropriate metal discount factors, Coffey has considered the facts that these resources are significantly lower grade than those at Netiana and that there are tangible risk issues associated with security of title and license to operate in Mali. Metal discount factors of between 0.32% and 0.59% were applied to derive a range of values for the Project. These factors were generated by modifying the factors used for the Netiana Yardstick valuation proportional to the grade difference between the two resources.

On this basis, GMR’s 90% equity in the Sepola Project is valued at between A$0.73M and A$1.36M. Within this range, Coffey has selected a preferred value of A$1.04M (the mid- point).

13.9. Farada

In valuing the exploration potential associated with the Farada Project, Coffey has elected to apply the MEE method. Documented expenditure for the Farada permit totals $576,851 and for the Niaouleni W permit, totals $502,036 (to 30/04/2014). Significant expenditure on these two small permits has generated some geochemical anomalism and artisanal workings do occur. At worst, results from the significant amount of exploration completed to date by GMR and the BRGM before them, have diminished the prospectivity. At best, the geochemical anomalies defined have added value slightly. Coffey however also believes that the facts that these licenses have not yet to be renewed and that the political situation in Mali is unclear, should also be considered. .In view of this, the range for the PEMs selected was 0.25–1.00. Both licenses are treated as being similar.

Applying the selected PEM to the EB generates a range of value for the project of $0.24M - $0.97M for the GMR 90% equity. Coffey has selected a value of $0.35M (between the mean and the low) as the preferred value for 90% equity.

13.10. Cote D’Ivoire projects

In valuing the exploration potential associated with the Kongasso and Koyekro Projects in Cote D’Ivoire, Coffey has elected to apply the Multiple of Exploration Expenditure (MEE) method. The Expenditure Base has been derived from historical exploration expenditure data provided by GMR. The Prospectivity Enhancement Multiplier has been allocated on a similar basis to that used for other projects.

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In this case, because of the large exploration area combined with the very small amount of work reported and minor expenditure, the MEE based valuation is likely to undervalue these projects. PEMs of 1 (no change to value due to limited work) and 1.5 (prospectivity based on structural and stratigraphic setting) have been applied to generate a range of values from $0.08M to $0.11M. Coffey has selected a preferred value of $0.10M for GMRs Cote D’Ivoire projects.

13.11. Falun

In valuing the GMR equity in the Falun Project, Coffey has elected to apply the Joint Venture Terms and MEE methods. Although it is not usual to apply the MEE method to mature projects, the Yardstick Method was not considered appropriate to value the Inferred Resources reported. Significant historical, environmental and social impediments to development suggests that eventual extraction of these resources is problematic. In addition, the time and budget constraints of the current assignment precluded the completion of comparable transaction research to establish appropriate metal discount factors for use in a Yardstick based valuation.

Applying the JVT method, and on the basis of the first completed earn in stage, the value attributable to the GMR 17.85% equity in the project equates to $1.11M. Coffey also applied the MEE method utilising the total exploration expenditure on the project to 30/06/2014 provided by GMR ($3,981,540) as the EB. Although some resources have been outlined by the Joint Venture partners, the falling expenditure through time and the placement of the project on effective “care and maintenance” for three years suggest no value has been added and in fact, the attractiveness of the opportunity has diminished or at very best, not improved.

On this basis, Coffey has elected to apply a PEM range of 0.5 (low) to 1.0 (high). From this, we derive a range of MEE values from $0.355M to $0.711M, within which the preferred value is $0.533M (the midpoint). In this case, the MEE valuation is the preferred one.

13.12. Comparable market transactions

Coffey has conducted a search for publicly available market transactions involving gold exploration projects in West Africa between 2011 and 2014. The 17 transactions reviewed are summarised in Appendix B and serve as a guide to the valuation. As the transactions occur through time at fluctuating gold prices, they have been normalised to the current gold price. The relevant transactions included 16 for which an A$/km² metric could be established. These are summarised in Table 8.

The relevant transaction analysis suggests that for exploration projects in the Birimian of West Africa where information is available, an implied very wide value range of A$110/km² to $186,498/km² with a median (most common) value of $4,922/km² has been ascribed. If the outliers are removed, the range for the remaining 13 transactions reduces to $480 to $19,101/km² with the median value of $4,561/km².

These transaction data were compared to the values generated from the MEE valuations completed for the GMR gold exploration projects in West Africa. There were eight permit groups valued solely by the MEE method. When converted to a $/ km² metric, the preferred values from these MEE valuations generated a range from $100/km² (Koyekro) to $31,376/km² (Korongou) and returned a median value of $3,663/km². While this is 20% lower than the median from the comparable transaction information, it is consistent with the imprecision (wide value ranges) from the MEE method and observation that more recent transactions (2013-2014) generate a significantly lower value metric than earlier transactions.

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Where transactions involve the acquisition of classified Mineral Resources, they can be used to investigate the value ascribed to contained metal in these resources. This is based on the reasonable assumption that effectively all the value was ascribed to those resources and their upside (including extensional resources or closely located additional resources). Coffey conducted a brief search for publicly available market transactions involving gold resource projects in West Africa between 2012 and 2014 to test the metal discount factors commonly used in Yardstick valuations ( 1.5% applied to “Inferred” resources, 3.0% to “Indicated” and 4.5% to “Measured”). The transactions reviewed are summarised in Appendix C and serve as a guide to the valuation. Eight of the transactions reviewed provided sufficient information to derive a metric for $/oz of in situ resource. These are summarised in Table 9.

The analysis of relevant transaction suggests that for projects with published resources, an implied wide range of in situ values have been attributed. Two of the transactions relate to acquisition of a final 10% equity in a project and generate what appears to be an anomalously low metric. Including these low values, the mean was 2% and excluding them the mean becomes 2.59%. However, most of the resources include significant (often dominant) components of Measured Resources. The one project which contained only Inferred Resources returned a metal discount factor of 1.39%. This transaction research supports the application of metal discount factors of between 1.39% (Inferred Resources) and 2.59% (Inferred Resources plus Indicated Resources).

Table 8 - Transaction Summary West Africa Gold Exploration Projects

Date	Project	A$/km² @ US$1326.5/oz	A$/km² with outliers removed
22/02/2012	Edum Banso	186,498
22/02/2011	Dawohodo	105,866
3/08/2011	Skygold	5,674	5,674
29/06/2011	Red Back	7,311	7,311
19/04/2011	Golden Reef	13,067	13,067
21/04/2011	Ashanti	4,561	4,561
21/03/2011	Gyampo Extension	19,101	19,101
11/12/2013	Dandoko et al	3,698	3,698
30/07/2013	Nangalasso et al	110
18/10/2012	Karma	11,335	11,335
27/03/2014	Bilakongo, Tigan and Kanagoldpermit	480	480
29/05/2014	Dabokuy	580	580
15/10/2012	5 leases	970	970
30/01/2012	Poya Gold	619	619
15/10/2013	Hanne Permit	560	560
3/08/2011	Skygold Concession	5,283	5,283
Mean		22,857	5,634
Median		4,922	4,561

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Table 9 - Transaction Value Attributed In Situ Resources

Project Name	Country	Total Resources (oz)	Classification	Equivalent In situ Price A$/oz	% of Total Metal Value
Guiro-Diouga Deposit	Burkina Faso	114,778	Measured and Indicated (non JORC compliant?)	38.04	2.71
Akrokerri Gold Deposit	Ghana	501,725	Unclassified	11.49	0.82
Finkolo Gold Project	Mali	983,569	60% Measuredplus Indicated,40% Inferred	50.50	3.60
Sega Gold Deposit	Burkina Faso	597,625	75% Indicated,25% Inferred	39.28	2.80
Yanfolila	Mali	1.46M	~50% Indicated and 50% Inferred	58.84	4.20
Fekola	Mali	3.14M	30% Indicated,70% Inferred	2.57	0.18
Marangka 5 Deposit	Burkina Faso	1.487M	29% Indicated,71% Inferred	4.24	0.30
Kossanto Project	Mali	107,000	Inferred	19.50	1.39
Mean					2.00
Median					2.05

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13.13. Previous valuations

Coffey is not aware of any previous valuations for the mineral assets described in this report.

13.14. Valuation summary

The technical value ascribed to the GMR equity in the various projects is summarised below. Metal discount factors applied to the Yardstick valuations are supported by real market transaction data from gold resource projects in West Africa. The MEE valuations are for the most part compatible with attributed values per square kilometre from real market transactions involving gold exploration projects in West Africa. On this basis, no further adjustment is required for the projects and the Technical Value and Fair Market Value are taken as identical.

Coffey has derived a range of values from a low of $12.49 M to a high of $21.25M for the Golden Rim Resources Limited equity in the listed Projects (Table 10). Within the valuation range, Coffey ascribes a preferred Fair Market Value of $17.81 million . The present status of tenements, agreements and legislation described in this report is based on information provided by GMR, and the valuation has been prepared on the assumption that exploration and potential development of the projects will prove to be lawfully allowable.

The valuation date is taken as 19 September 2014 and as such, the valuation is applicable at this date and may change significantly in response to future exploration results or market developments.

Table 10 - Valuation Summary Golden Rim Resources Limited Projects.

Project	Valuation Method	Valuation (GMR Equity)	Valuation (GMR Equity)	Preferred Value GMR Equity $M
		Low $M	High $M
Balogo	Yardstick/MEE	6.28	10.12	9.50
Korongou	MEE/JVT	1.62	2.43	2.03
Sebba	MEE	2.09	3.16	2.80
Yako	MEE	0.68	1.70	1.20
Diapaga	JVT	0.13	0.15	0.14
Babonga	MEE	0.11	0.13	0.12
Sepola	Yardstick	0.73	1.36	1.04
Farada	MEE	0.24	0.97	0.35
Kongasso	MEE	0.05	0.07	0.06
Koyekro	MEE	0.03	0.05	0.04
Falun	JVT/MEE	0.533	1.11	0.53
Total		12.49	21.25	17.81

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14. Principal sources of information

Appleyard, G.R., 1994. Joint Venture Terms as a Basis for Valuation. Mineral Valuation Methodologies 1994 (Valmin 1994).

ASIC, 2007. Independence of Experts. Australian Securities and Investment Commission, Regulatory Guide 112, October 2007.
ASIC, 2011. Content of Expert Reports. Australian Securities & Investments Commission, Regulatory Guide 111, March 2011.
AusIMM, 2005. Code and Guidelines for Technical Assessment and/or Valuation of Mineral and Petroleum Assets and Mineral and Petroleum Securities for Independent Expert Reports (The Valmin Code) Issued April 2005. Australasian Institute of Mining and Metallurgy, Melbourne, Australia.

Blina Minerals, 2013. Quarterly Report for the period ended 31 July 2013.

Coffey Mining, 2013. Netiana Project Scoping Study for Golden Rim Resources Ltd. 1 March, 2013.

Drake, 2008. Information Memorandum. Copper Zinc Gold Silver Opportunities in Scandinavia. Drake Resources Limited, November 2008.
Drake, 2011. Bergslagen JV Projects Sweden. Work completed on Joint Venture projects from 2009 to 2011. Royal Falcon Mining LLC and Drake Resources Ltd. 62p undated report (Sept?).
Gee, 2013. Golden Rim Resources Ltd Netiana Project Mineral Resource Estimation Report. January 2013. Draft Report.
GMR, 2009. Golden Rim Resources Quarterly Activities Report for the period ended 30 September 2009.

GMR, 2010. Golden Rim Resources Quarterly Activities Report for the period ended 31 March 2010.

GMR, 2013. Golden Rim Resources Information Memorandum. Mali Gold Projects for Divestment, April 2013.
GMR, 2013. Golden Rim Resources Information Memorandum. Sebba and Babonga Gold Projects Burkina Faso, 13 September 2013.
GMR, 2013. Golden Rim Resources ASX Announcement. Korongou Project Delivers Significant RC Drilling Results, 18 June 2014.
GMR, 2014. Golden Rim Resources Information Memorandum. Yako Gold Project Divestment Burkina Faso, 18 June 2013.
GMR, 2014. Golden Rim Resources ASX Announcement. Amended Announcement: High Grade Gold Assays from the Korongou Project, 18 June 2014.
GMR, 2014. Golden Rim Resources Investor Presentation. Focused On Being A High Grade Gold Producer in Burkina Faso, May 2014.

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International Geoscience, 2012. Golden Rim Resources Summary report on the lithostructural interpretation of high-resolution airborne magnetic data over the Diapaga and Zaptenga Tenements in Burkina Faso, August 2012.
JORC, 2012. Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves - The JORC Code. Effective 20 December 2012. Prepared by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Mineral Council of Australia.
Lawrence, M.J. 1994. An Overview of Valuation Methods for Exploration Properties. Mineral Valuation Methodologies 1994 (Valmin 1994).
MPPL, 2013. Golden Rim Resources Netiana Project Mineral Resource Estimation Report, Mining Plus Pty Ltd., 2 February 2013.
Onley, P.G., 1994. Multiples of Exploration Expenditure as a Basis of Mineral Valuation. Mineral Valuation Methodologies (paper presented at Valmin 1994).
Thompson, I.S, 2002. A Critique of Valuation Methods for Exploration Properties and Undeveloped Mineral Resources. CIM Bulletin Vol. 95, No. 1061, pp 57 -62.

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15. Glossary of Technical Terms

-40 mesh sampling

-80 mesh sampling

aeolian aeromagnetic

Ag AIG airborne geophysical data

airborne geophysical survey airborne magnetic data

airborne magnetic survey

airborne magnetics

airborne radiometrics

alluvium

alteration

alteration halo

amphibolite facies

andesite

anomalous

anticlinal axis

anticlinal structure

Percent

A method of stream sediment or soil sampling which involves the collection of sieved material less than 360 microns in diameter.

A method of stream sediment or soil sampling which involves the collection of sieved material less than 180 microns in diameter.

Formed or deposited by the action of wind.

A survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording magnetic characteristics of rocks by measuring deviations of the earth’s magnetic field.

Chemical symbol for silver.

Australian Institute of Geoscientists.

Data pertaining to the physical properties of the earth’s crust at or near surface and collected from an aircraft.

Survey pertaining to the physical properties of the earth’s crust at or near surface and collected from an aircraft.

Data collected from a survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording magnetic characteristics of rocks by measuring deviations in the earth’s magnetic field.

A survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording magnetic characteristics of rocks by measuring deviations of the earth’s magnetic field.

Data collected from a survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording the magnetic characteristics of rocks by measuring deviations in the earth’s magnetic field.

Data collected from a survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording natural radioactivity emitted by rocks.

Clay silt, sand, gravel, or other rock materials transported by flowing water and deposited in comparatively recent geologic time as sorted or semisorted sediments in riverbeds, estuaries, and flood plains, on lakes, shores and in fans at the base of mountain slopes and estuaries.

Change in mineral and chemical composition of rock, commonly brought about by reactions to weathering or to hydrothermal solutions.

The volume of rock, which is chemically altered surrounding a mineral deposit.

An assemblage of minerals formed at moderate to high temperatures (450º to 700º) during regional metamorphism, characterised by the presence of the minerals hornblende and biotite.

A mafic volcanic rock containing between 55% and 65% SiO2, and composed essentially of andesine and one or more mafic minerals.

An area where exploration has revealed results higher (or sometimes lower) than the local background level.

The median plane of a folded anticline, from which the strata dip away on either side.

A fold in the rocks in which strata dip in opposite directions away from the central axis.

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A fold in rocks in which strata dip in opposite directions away from the central axis and whose core contains older rocks. An anticline-like structure. A pale coloured (felsic) dyke with a fine-grained texture, typically similar to granite in composition.

anticline A fold in rocks in which strata dip in opposite directions away from the central axis and whose core contains older rocks. antiform An anticline-like structure. aplite A pale coloured (felsic) dyke with a fine-grained texture, typically similar to granite in composition. arc, volcanic arc Chain or belt of islands or mountains generated by volcanic activity. arsenopyrite An iron and arsenic sulphide mineral, FeAsS. As Chemical symbol for arsenic. assay The testing and quantification of the abundance of elements of compounds of interest within a sample. Au Chemical symbol for gold. AusIMM The Australasian Institute of Mining and Metallurgy. axial plane The geometric plane that intersects the crest or trough of a fold, about which the limbs are more or less symmetrically arranged. back-arc basin Basin developed behind an island arc volcanic chain. barite A sulphate of barium, BaSO4. basal Refers to the lowermost stratum in a sedimentary sequence. base metal A non-precious metal, usually referring to copper, lead and zinc. base of oxidation Term referring to the subsurface horizon below which no weathering has occurred. basement Crust of the earth underlying younger sedimentary deposits. basin A large depression within which sediments are sequentially deposited and lithified. bias In assays, the characteristic of one set of data being consistently higher or lower than the other. boudinaged Highly deformed by elongation such that the structure thickens and thins dramatically along strike. breccia Rock comprising angular fragments enclosed in a matrix, usually the result of persistent fracturing by tectonic or hydraulic means. brecciated Condition applied to an intensely fractured body of rock. brittle deformation Fracturing and brecciation caused by applied stress, usually evident in competent rocks. brittle-ductile deformation A combination of both brittle and plastic deformation produced in response to changes in stress orientation or changes in the rock competency due to progressive alteration. Cainozoic The era of geological time spanning the period from 65 million years ago to the present. calcite A mineral of composition CaCO3 (calcium carbonate) which is an essential constituent of limestones and marbles. calc-silicate A fine grained metamorphic rock containing a high abundance of calcium and/or magnesium silicate minerals. capital costs Costs assigned to the purchase of plant and equipment for a project, or for the development of infrastructure, which can be depreciated or amortised. capital development Mine development work carried out under a capital budget, as opposed to

Mine development work carried out under a capital budget, as opposed to an operating budget, and depreciated for tax purposes as project capital.

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carbonate	Rock of sedimentary or hydrothermal origin, composed primarily of calcium,
	magnesium or iron and CO3. Essential component of limestones and
	marbles.
carbonate alteration	The modification of a rock by the introduction of calcium rich fluids to form
	calcium carbonate.
carbonate rocks	Rocks comprised predominantly of the carbonate-bearing minerals;
	commonly calcite (calcium carbonate or CaCO3), dolomite (magnesian
	carbonate) and siderite (iron carbonate).
cerussite	A lead carbonate, PbCO3.
chalcopyrite	A copper iron sulphide, CuFeS2.
channel sample	Sample taken from the wall of a mine opening, or along a surface exposure,
	trench or costean, in which a furrow is made and the sample is combined
	over designated intervals for analysis.
chip sampling	The collection of selective or representative samples of rock fragments
	within a limited area for analysis.
chlorite	A green coloured hydrated aluminium-iron-magnesium silicate mineral
	common in metamorphic rocks.
chrysocolla	A monoclinic mineral, (Cu,Al)2H2Si2O5(OH)4.nH2O; cryptocrystalline or
	amorphous; soft; bluish green to emerald green; forms incrustations and thin
	seams in oxidized parts of copper-mineral veins; a source of copper and an
	ornamental stone.
clastic rock	Consolidated sedimentary rock composed principally of broken fragments
	that are derived from pre-existing rocks.
clasts	A fragment of rock or pebble surrounded by matrix in a breccia or
	conglomerate.
claystone	A term applicable to indurated clay in the same sense as sandstone is
	applicable to indurated or cemented sand.
cleavage	Close-spaced, planar fracture fabric rock produced by the alignment and
	segregation of platy minerals during folding and shearing.
column leach testing	The laboratory irrigation and leaching of coarsely crushed ore by cyanide
	solution to determine the quantity and rate at which gold can be extracted
	from the ore, imitating the heap leach process.
comminution	The breaking, crushing, or grinding by mechanical means of stone, coal, or
	ore, for direct use or further processing.
conformable	The relationship of stratigraphic units emplaced in an uninterrupted
	succession, or structural features with an attitude consistent with this
	succession.
conglomerate	A rock composed predominantly of rounded pebbles, cobbles or boulders
	deposited by the action of water.
copper	A reddish metallic element, used as an electrical conductor and the basis of
	brass and bronze.
copper carbonate staining	Green or blue coloured staining on a rock surface respectively produced by
	the copper carbonate minerals malachite and azurite, indicating the
	presence of copper mineralisation.
core	A tube of rock produced by diamond drilling.
core recovery	The amount of the drilled rock withdrawn in core drilling, generally
	expressed as a percentage of the total length of the interval cored.

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country rock	The rock traversed by or adjacent to an ore deposit or igneous body.
Cretaceous	Applied to the third and final period of the Mesozoic era, 141 to 65 million
	years ago.
cross-section	A profile portraying an interpretation of a vertical section of the earth
	explored by geophysical and/or geological methods.
Cu	Chemical symbol for copper.
cut-off	The value of an ore variable below which material is classified as waste.
Dacite	Felsic volcanic rock composed predominantly of the mineral plagioclase and
	minor quartz, amphibole and biotite, and containing intermediate to high
	abundances of silica (SiO2).
deformed	A general term for the process of folding, faulting, shearing, compression or
	extension of rocks as a result of stress.
deposits	Mineral occurrences in significant quantities or concentrations.
detection limit	Lower threshold of detection for a laboratory analytical method.
detrital	Term applied to particles of minerals, or rock that have been derived from
	pre-existing rock by weathering and erosion.
dextral	Lateral movement on a fault, whereby the far-side block has moved right,
	relative to the near-side.
diamond core	Cylindrical core of rock produced by drilling with a diamond set or diamond
	impregnated bit.
diorite	The coarse-grained plutonic equivalent of an andesite.
dip	The angle at which a rock stratum or structure is inclined from the horizontal.
disconformably	Time break between parallel strata demonstrating erosional relief.
dolerite	A medium-grained mafic intrusive igneous rock composed mostly of
	pyroxenes and sodium-calcium feldspar.
dolomite	A rock or mineral composed of calcium and magnesium carbonate.
dome	An anticlinal structure that plunges in all directions.
ductile deformation	Deformation of rocks or rock structures involving stretching or bending in a
	plastic manner without breaking.
dyke	A tabular body of intrusive igneous rock, crosscutting the host strata at an
	oblique angle.
Eocene	An epoch of the Tertiary period between 45 million and 38 million years
	before the present.
epiclastic	Consisting of the consolidated detritus of pre-existent rocks, not of volcanic
	origin.
epidote	A rock-forming aluminium-calcium-iron silicate mineral which is a common
	secondary component of igneous rocks.
epigenetic	Mineralisation deposited later than the enveloping rocks.
epithermal	A term applied to precious metal deposits formed at shallow depths from
	ascending hydrothermal solutions of low relative temperature.

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euxenite	An ore mineral or uranium, (Y,Ca,Ce,U,La,Th)(Nb,Ta,Ti)2O6, commonly
	found in pegmatites.
evaporite	Sediment, including various salts, deposited from aqueous solution as a
	result of evaporation.
exhalite	A chemical sediment formed by the expulsion of volcanically derived fluids
	on the sea floor.
fault	A fracture in a rock along which there has been relative movement either
	vertically or horizontally.
felsic	Light colour rocks containing an abundance of any of the following -
	feldspars, feldspathoids and silica.
felsic volcanic	A volcanic extrusive rock which has a high proportion of silica, potassium
	and sodium and low iron and magnesium.
ferromagnesian minerals	Minerals containing iron and magnesium usually in the form of amphibole,
	pyroxene, biotite and olivine.
ferruginous	Iron rich.
fold	A planar sequence of rocks or a feature bent about an axis.
fold axis	The central part of a fold, about which strata are bent.
foliation	The banding or lamination of metamorphic rocks as distinguished from
	stratification in sedimentary rocks.
footwall	The mass of rock lying below a fault, vein or zone of mineralisation.
g/cm³	Grams per cubic centimetre, a standard mass unit for demonstrating the
	bulk density of a rock sample.
gabbro	A fine- to coarse-grained, dark coloured, igneous rock composed mainly of
	calcic plagioclase, clinopyroxene and sometimes olivine.
gahnite	A zinc-aluminium oxide mineral, ZnAl2O4, often found in pegmatites and
	associated veins.
galena	A grey sulphide ore of lead, PbS.
garnet	A brown-red silicate mineral.
gneiss	A coarse grained, banded, high grade metamorphic rock.
goethite	A hydrated oxide mineral of iron, FeO(OH).
gossan	A ferruginous deposit remaining after the oxidation of the original sulphide
	minerals in a vein or ore zone.
graben	An elongate depression of the earth’s crust, which is bounded on at least
	two sides by faults.
granite (granitoid)	A coarse-grained igneous rock containing mainly quartz and feldspar minerals
	and subordinate micas. (granite-like rock,sensu lato)
granodiorite	A coarse grained intermediate igneous intrusive rock composed of quartz,
	feldspar and hornblende and/or biotite.
greenschist	A metamorphosed basic igneous rock which owes its colour and schistosity
	to abundant chlorite.

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greenschist facies	A classification of the metamorphic grade of a rock, diagnostically defined by
	the metamorphic formation of chlorite at generally lower pressures and
	temperatures.
growth faulting	Incremental propagation of a fault through time, usually implying vertical
	movement.
hangingwall	The mass of rock above a fault, vein or zone of mineralisation.
hematite	Iron oxide mineral, Fe2O3.
hessite	A silver telluride
horst	An elongate, relatively uplifted block of the earth’s crust that is bounded on
	at least two sides by faults.
host rocks	A body of rock serving as a host for other rocks or for mineral deposits;
	e.g. a pluton containing xenoliths, or any rock in which ore deposits occur. It
	is a somewhat more specific term than country rock.
hydrothermal alteration	Rocks altered to different minerals through the action of hot fluids generated
	from or driven by igneous bodies, commonly producing or associated with
	mineralisation.
Indicated Resource	As defined in the JORC Code, "that part of mineralisation where the nature,
	quality, amount and distribution of data are such as to allow confident
	interpretation of the geological framework and to assume continuity of
	mineralisation. Confidence in the estimate is sufficient to allow the appropriate
	application of technical and economic parameters and to enable an evaluation
	of economic viability".
induced polarisation (IP)	A ground-based geophysical survey technique measuring the intensity of an
	induced electric current, used to identify disseminated sulphide deposits.
Inferred Resource	As defined in the JORC Code, “An ‘Inferred Mineral Resource’ is that part of
	a Mineral Resource for which tonnage, grade and mineral content can be
	estimated with a low level of confidence. It is inferred from geological
	evidence and assumed but not verified geological and/or grade continuity. It
	is based on information gathered through appropriate techniques from
	locations such as outcrops, trenches, pits, workings and drillholes which
	may be limited or of uncertain quality and reliability”.
intermediate volcanic rocks	Extrusive rocks having a silica content of 54% to 65%, intermediate in
	composition between basalt and rhyolite.
intrusion	A body of igneous rock which has forced itself into pre-existing rocks.
IP	Induced Polarisation survey, an electrical geophysical method used to detect
	buried deposits formed by disseminated sulphide minerals.
island arc	A chain of islands usually arising from calc-alkaline volcanic activity.
isoclinal	Describes a tight fold whereby the limbs dips in the same direction at the
	same angle.
jarosite	A potassium sulphate mineral, KFe3(SO4)2(OH)6, frequently associated with
	oxidised portions of sulphide mineral deposits.
lithological	Pertaining to the compositional character of the rock.
lithological contacts	The contacts between different rock types.

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low-grade	Pertaining to ores that have a relatively low content of metal compared with
	other richer material from the same general area.
Ma	Million years ago.
mafic	Pertaining to, or composed dominantly of, the dark coloured ferromagnesian
	rock forming silicates.
magnetic anomaly	Zones where the magnitude and orientation of the earth’s magnetic field is
	distorted by magnetic rocks.
malachite	A green hydrated carbonate ore of copper Cu2(OH)2C03.
Measured Resource	As defined in the JORC Code, "that part of a Mineral Resource for which
	tonnage, densities, shape, physical characteristics, grade and mineral
	content can be estimated with a high level of confidence. It is based on
	detailed and reliable exploration, sampling and testing information gathered
	through appropriate techniques from locations such as outcrops, trenches,
	pits, workings and drillholes. The locations are spaced closely enough to
	confirm geological and/or grade continuity".
metamorphic grade	The intensity or rank of metamorphism, measured by the amount or degree
	of difference between the original parent rock and the metamorphic rock. It
	indicates in a general way the pressure-temperature environment or facies
	in which the metamorphism took place.
metasedimentary	A rock formed by metamorphism of sedimentary rocks.
metavolcanic rocks	Rocks derived from volcanic activity and subsequently metamorphosed.
Mineral Resource	A Mineral Resource is defined in the JORC Code as "a concentration or
	occurrence of material of intrinsic economic interest in or on the earth’s crust in
	such form, quality and quantity that there are reasonable prospects for eventual
	economic extraction. The location, quantity, grade, geological characteristics
	and continuity of a Mineral Resource are known, estimated or interpreted from
	specific geological evidence and knowledge. Mineral Resources are sub-
	divided, in order of increasing geological confidence, into Inferred, Indicated and
	Measured categories.
mineralisation	The concentration of metals and their chemical compounds within a body of
	rock.
-80 mesh	Material fraction passing a screen size equivalent to approximately 80
	apertures per inch, equating to an aperture size of 180µm.
Miocene	The fourth of the five epochs into which the Tertiary period is divided,
	between 25 million years and 5 million years before present.
Mississippi Valley	A particular type of base metal deposit, originally described in North
	America.
monzogranite	A granular plutonic rock containing approximately equal amounts of
	orthoclase and plagioclase feldspar, but usually with a low quartz content.
monzonite	A granular plutonic rock containing approximately equal amounts of
	orthoclase and plagioclase and thus, intermediate between syenite and
	diorite.
Neoproterozoic	Late Proterozoic era of geological time, between 1,000 million years and
	545 million years ago.

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Oligocene	Epoch of the Tertiary period between 23 million years and 38 million years
	before the present.
ophiolite	A sequence of mafic and ultramafic igneous rocks (usually metamorphosed)
	formed at the sea floor as part of the oceanic crust.
outcrop	Surface expression of underlying rocks.
oxidation	Alteration of rock, most commonly by due to natural weathering.
palaeochannel	A preserved, inactive river channel in-filled with partially consolidated fluvial
	sediments.
paragenesis	The sequence of formation or development of a mineral deposit.
Pb	A chemical symbol of Lead.
phyllite	A metasedimentary rock displaying a platy cleavage.
Pleistocene	A period of time which is a sub-division of the Tertiary, ranging between
	11 million and 1.8 million years before present.
pluton	A body of igneous rock that has formed beneath the surface of the earth by
	consolidation from magma.
porphyry	A rock with conspicuous crystals in a fine grained ground mass.
ppm	Parts per million, quantitative equivalent of g/t.
ppb	Parts per billion
prospect	A mineral deposit which warrants further investigation.
Proterozoic	An era of geological time spanning the period from 2,500 million years to
	570 million years before present.
protolith	The parent rock prior to alteration or metamorphism.
quartz diorite	Igneous rock consisting of an aggregate of the minerals plagioclase
	feldspar, hornblende and pyroxene, and containing in excess of 10% quartz
	by volume.
Quaternary	That period of time between 1.8 million years before present and the present
	day.
radiometric	Data relating to the radioactivity emitted by rocks at or near the earth’s
	surface.
RC drilling	Drilling method employing a percussive action to break the rock, and in
	which sample material is delivered to the surface inside the rod string by
	compressed air.
Recent	A geological Epoch of the Quaternary Period.
rhyolite	Fine-grained felsic igneous rock containing high proportion of silica and
	feldspar.
rift	A linear depression or basin caused by the subsidence of a central block of
	ground between two semi-parallel fault surfaces.
sandstone	A sedimentary rock composed of cemented or compacted detrital minerals,
	principally quartz grains.
scarp	An escarpment, cliff or steep stope along the margin of a plateau, mesa,
	terrace or bench.

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schist	A crystalline metamorphic rock having a foliated or parallel structure due to
	the recrystallisation of the constituent minerals.
sericite	A mica mineral very common as an alteration product in metamorphic and
	hydrothermally altered rocks.
shear	A zone in which rocks have been deformed primarily by ductile means in a
	response to applied stresses.
shield	A large area of earth’s crust consisting mainly of Precambrian rocks which is
	generally shield-like in form.
silica	Dioxide of silicon, SiO2, usually found as the various forms of quartz.
silicification	Replacement by, or introduction of, appreciable quantities of silica.
sinistral	Lateral movement on a fault, whereby the far side block has moved left,
	relative to the near side.
sphalerite	A black to brown sulphide ore of zinc, ZnS.
stockwork	A network of (usually) quartz veinlets of varying orientation, produced during
	pervasive brittle fracture.
stream sediment	The fine material such as silt found in drainages.
stream sediment sample	Bulk or sieved sample of sand or silt collected from an active or ephemeral
	stream-bed and analysed as representative of the area drained by the
	stream.
stringer	A small discontinuous or irregular veinlet.
subcrop	Poorly exposed bedrock.
supracrustal rocks	Layered upper-crustal rock succession sitting on an older deformed
	basement.
suture	A tectonic zone associated with the amalgamation of blocks or plates of the
	earth’s crust.
syncline	A fold in rocks in which the strata dip inward from both sides towards the
	axis.
talc	A hydrous magnesium silicate, usually formed due to weathering of
	magnesium silicate rocks.
telluride	A mineral compound that is a combination of tellurium with a metal.
terrane	A terrane/terrain is a crustal block or fragment that preserves a distinctive
	geologic history that is different from the surrounding areas and that is
	usually bounded by faults.
tetrahedrite	A copper-antimony-sulphide mineral, (Cu,Fe)12Sb4S13.
Tholeiitic	A term applied to basic or ultramafic rocks composed predominantly of
	magnesium rich feldspar and pyroxene minerals.
Thrust fault	Reverse fault, defined as a fault on which the principal movement is top
	block over the bottom block, with a low angle of dip on the fault plane.
Tonalite	A coarse-grained granitic rock composed of quartz, sodium-calcium feldspar
	and a high proportion of iron rich minerals.
Transient electromagnetic (TEM)	A geophysical technique whereby transmitted electromagnetic fields are
	used to energise and detect conductive material beneath the earth’s surface.

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Golden Rim Resources Projects Independent Technical Valuation

trench In geological exploration, a narrow, shallow ditch cut across a mineral deposit to obtain samples or to observe character. tuff A rock formed of compacted volcanic fragments, generally smaller than 4 millimetres in diameter. unconformity A term applied to a contact between stratigraphic units emplaced in an interrupted succession and not in parallel position. volcaniclastic Pertaining to clastic rock containing volcanic material. volcanic Pertaining to igneous material poured out on the surface of the earth in a molten state and to fragmental material of all sizes erupted from volcanic vents. volcanogenic massive sulphide Mineral deposit formed by the exhalation of sulphide rich solutions and (“VMS”) subsequent precipitation of sulphides onto the sea floor surrounding a hydrothermal vent. wallrocks Rock forming the walls of veins, lodes or igneous intrusions. XRD X-Ray diffraction technique, whereby the molecular structure of minerals can be measured. XRF X-ray Refraction, an analytical method using the refractive properties of the sample constituents to X-rays. Zn Chemical symbol for zinc.

Coffey MINEWPER01278AA 19 September 2014

Appendix A - Tenement Schedule

Golden Rim Resources Current Permit Schedule

Project	Licence	Licence	Holder	Grant	Expiry	Area km2
	Name	Number
Mali
Sepola	Kolomba	2011-0336/MM-SG DU	Golden Rim SAR1	NA	28/09/11 Renewal pending. Submitted 01/12/11	58.5
	Kolomba North	Licence pending. Application made 09/12/09	Golden Rim SAR1	NA	NA	NA
	Gourbassi East	10-2316/MM-SG DU	Golden Rim SAR1	27/07/10	26/07/13 Renewal pending. Submission made	23
	Kiniebandi East	Licencepending	Golden Rim Mali2	NA	NA	NA
Farada	Farada	09-1746/MM-SG DU	Golden Rim SAR1	16/07/09	Renewal pending. Submitted July2012	45
	Niaouleni West	2012-0445/MM-SG DU	Golden Rim Mali2(90%) and GIE GEO Consul3 (10%)	18/07/10	18/07/13 Renewalpending	17
Burkina Faso
Sebba	Yipely	2013 00 0020 /MME/SG/DGMG	Golden Rim Resources Burkina SARL4	28/01/13	03/02/16	238
	Komondi	2014 000172/MME/SG/DGMG	Talpha Burkina SARL5	19/05/2011	19/05/17	230.26
	Maba	2014 000262/MME/SG/DGMG	Golden Rim Resources Burkina SARL4	21/06/11	21/06/17	175
	Nasoulou	2014 000260 /MME/SG/DGMG	Golden Rim Resources Burkina SARL4	21/06/11	21/06/17	152
Babonga	Babonga	2014 000261/MME/SG/DGMG	Golden Rim Resources Burkina SARL4	20/06/11	20/05/17	102
Yako	Zanna	2013 13/206 /MME/SG/DGMG	Golden Rim Resources Burkina SARL4	17/07/12	17/07/15	154
	Tanlili	2012 12/255 /MCE/SG/DGMG	Ouattara Daouda	04/11/12	10/03/15	161.35
Balogo	Balogo	2012 12/089 MCE/SG/DGMGC	Golden Rim Resources Burkina SARL4	02/05/12	13/05/15	249
	Dabinyan III	2013 00 0113 /MME/SG/DGMG	Golden Rim Resources Burkina SARL4	21/05/13	18/02/16	109

Burkina Faso

Burkina Faso	Burkina Faso	Burkina Faso	Burkina Faso	Burkina Faso	Burkina Faso	Burkina Faso
Diapaga	Antyaga	2011 11-205 /MCE/SG/DGMGC	Generale des Travaux et Services Miniers (Getrasemi)	28/07/11	28/07/14 Renewal process commenced	250
	Bagari	2011 11-206 /MCE/SG/DGMGC		28/07/11	28/07/14 Renewal process commenced	241
	Gounda	2011 11-204 /MCE/SG/DGMGC		28/07/11	28/07/14 Renewal process commenced	219.28
	Kountiagou	2011 11-202 /MCE/SG/DGMGC		28/07/11	28/07/14 Renewal process commenced	250
Korongou	Korongou	2011 11/377 /MCE/SG/DGMGC	Epsilon Gold Mines Ltd	24/11/11	13/10/14	64.7
Cote d’Ivoire
Kongasso	Kongasso	2013-202	Golden Rim Cote d’Ivoire7	22/03/13	22/03/16	397.4
Koyekro	Koyekro	2013-190	Golden Rim Cote d’Ivoire7	22/03/13	22/03/16	400
Sweden						Hectares
Falun	Falun nr100	2007:61	Royal Falcon Resources5(51%) and Drake6(49%)	16/02/07	16/02/16	964.52
	Falun nr101	2007:62		16/02/07	16/02/16	681.72
	Falun nr102	2007:254		13/09/07	13/09/17	1.46
	Falun nr104	2012:124		05/09/12	05/09/15	78.62
	Falun nr105	2012:125		05/09/12	05/09/15	59.62
	Haghed	2009:140		31/08/09	31/08/15	149.5
	Krondiket	2009:141		01/09/09	01/09/15	6.22
	Skyttgruvan nr2	2011:68		15/04/11	15/04/14	110.31

Golden Rim SAR Exploration SARL is a 90% owned subsidiary of Golden Rim Resources Ltd ( Golden Rim ).
Golden Rim Mali SA is a 100% owned subsidiary of Golden Rim.
GIE Geo Consul, an entity registered in the Republic of Mali with registration details RC MABKO 2008 B 3206 and having its registered office at Cite UNICEF Rue 287 Porte 75 BP 3183 , Bamako, Mali. Golden Rim does not hold any interest.
Golden Rim Resources Burkina SARL is a 100% owned subsidiary of Golden Rim
Talpha Burkina SARL is a 100% owned subsidiary of Golden Rim.
Royal Falcon Mining LLC ( RFM ) is an entity of which Golden Rim has a 35% interest. An unrelated party, PAL Technology Services LLC, holds a 65% interest.
Drake Resources Ltd ( Drake ) is a joint venture partner only. Golden Rim does not hold any interest.
Golden Rim Cote d’Ivoire is a 100% owned subsidiary of Golden Rim.

Appendix B - West African Gold Exploration Projects Comparable Transaction Analysis

No.	Date	Project Name	Commodity	Location	Country	Area (km2	$/km²(on 100%)	Owner	Transaction	To/With	Terms		Website
1	22-Feb-12	Edum Banso Gold Project	Gold	Ashanti Belt	Ghana	20.6	USD 233,009.71	Xtra-Gold Resources Group	sold Discovery Gold Corp holding 100% of Edum Banso Gold Project	Norman Cay Development (Discovery Gold)	6 Sept 2011 - Norma Cay issued 17,500,000 restricted common shares at $0.001 par value and paid $100,000 cash; 22 Feb 2012 paid final payment of US$135,000 (sec-edgar online doc states they paid $250,000 cash and $4,550,000 in shares for a total of $4,800,00)15 jun 2012 - gained Minerals Comission approval		http://www.discoverygold.com/investors/press-releases/31-norman-cay-development-completes-final-payment- on-edum-banso-gold-property-option-earns-clear-title-to-exploration-license.html; http://news.moneygh.com/pages/mining/201206/78.php http://globaldocuments.morningstar.com/DocumentLibrary/Document/8f124455d967a7288c3f3e8d134 d68bf.msdoc/original/norman8k090611ex101.htmhttp://sec.edgar-online.com/norman-cay- development-inc/10-qa-amended-quarterly-report/2012/06/05/section6.aspx
2	11-Dec-13	Dandoko,Yanfolila, Kolondieba, Sirakourou, Solabougouda, Moussala	gold	Kineiba Inlier, west Mali	Mali	1138	AUD 3,514.94	Compass Gold Corporation (Compass Gold Mali Corp)	800M shares (A$4M) to get 100%	Oklo Resources Ltd	Oklo aquired 100% shares of Compass Gold (BVI) Mali Corp. Aggregate purchase price of A$4M, which was satisfied by the issuance of 800M ordinary shares of Oklo	$4m	http://www.compassgoldcorp.com/news/compass_completes_disposition_of_portfolio_of_mali_gold_assets/
3	30/07/2013	Nangalasso and Diendio	gold	southern Mali	Mali	551	AUD 109.55	Pelamis Investments	Taruga to acquire 6 gold projects in Mali for A$323,277. NSR of 2 to 3%	Taruga Gold	Taruga to reimberse A$123,277 in previous exploration expenditure, option payments and govt fees and issue 12.5m shares worth $200,000. NSR between 2-3%. Taruga to reimburse A$123,277. condsideration for acquisition is 12,500,000 fully paid ordinary shares in Taruga, @ 1.6c/share representing A$200,000. An NSR of 2% is applicalble on all concessions. In addition, the Mali option agreements grat a NSR between 2 and 3% if Taruga elect to complete the purchase of the concession..		http://www.tarugagold.com.au/mali/ http://www.proactiveinvestors.com.au/companies/news/46126/taruga- gold-expanding-west-african-footprint-raising-up-to-1m-for-exploration-46126.html http://www.asx.com.au/asxpdf/20130730/pdf/42hb19b2gc4h1c.pdf
	30/07/2013	Boundiali, Nielle, Korhogo, Dabakala, Tiebissou and M'Bahaikro	gold	Tengrela-Tongon area, Korhogo region, and Bonikro and Hounde Greenstone belt	Cote d'Ivoire	2400				Taruga Gold
4	18/10/2012	karma (at development stage)	gold	nw burkino faso	burkino faso	2000	CAD 15,150.00	Riverstone resources	merger in which Blue Gold shareholders get 0.801 Riverstone shares for each blue gold share held	Bluegold Mining	all-share deal valued at C$30.3m Blue Gold shareholders will get 0.801 of a Riverstone share for each Blue Gold share held.		http://www.mining.com/riverstone-resources-and-blue-gold-mining-merge-in-a-30-million-deal-41106/
5	27/03/2014	Bilakongo, Tigan and Kana gold permit	gold	ground 20-100km along strike from SMAFO's Mana mine, Hounde belt	burkino faso	603	USD 449.16	Monteray Mining Group	SEMAFO to acquire 90% of Bilakongo and Tigan permits and 100% of Kana permit. USD1.12M Over 3 years	SEMAFO Inc	SEMAFO has the exclusive right to conduct exploration on the permits over the next 3 years, and in return for exploration funding and cash payments,will earn an option to acquire a 90% interest in the Liakongo and Tigan permits and a 100% interest in the Kana permit. $50,000 on signing. $90,000 to Kana vendors on 30 June 2014. $80,000exploration and $55,000 cash within 1 year. additional $240,000 exploration and $55,000 cash within 2 years. Additional $480,000 exploraiton and $70,000 cash within 3 years.total USD800,000 exploration, USD230,00 cash to Monteray and USD90,000 to Kana Vendors. Option to purchase remaining 10% of permits for additional payment of USD1.5M		http://www.asx.com.au/asxpdf/20140327/pdf/42nmwpz7gd122r.pdf
6	29/05/2014	Dabokuy	gold	"adjacent" to Gryphon Minerals Banfora deposit.	burkino faso	75	USD 570.70	MonterayMiningGroup	SEMAFO to acquire 100% with 1%NSR by providing USD270,000 in exploration expenditure and cash over 2 years	SEMAFO Inc	SEMAFO has exclusive right to conduct exploration activities in return for exploraitn funding and cash payments - to earn 100%. $20,000 at signing, $80,000 exploration funding and $20,000 cash within 1 year, additional @120,000 exploration funding and $30,000 cash within 2 years of signing for a total of USD200,000 exploration expenditure and USD70,000 cash. upon acquring 100% interest, Monetray to be granted a NSR of 1%. option to purchase NSR from Monteray prior to production for USD1M		http://www.reuters.com/finance/stocks/MRY.AX/key-developments/article/3000836 http://www.asx.com.au/asxpdf/20140530/pdf/42pxvpb7t36lxp.pdf
7	15/10/2012	5 leases	gold	central and western burkino faso	burkino faso	762	USD 1,238.39	Eburnean Resources SARL	to acquire 100% of Eburnean which holds 2 leases 100% and option to purchase on 3 (these have 1-1.5%NSR) for USD620,000 + 3.4M shares. Share price of A$0.099 - A$336,600 so total cost USD620,000+USD =323654 (1 AUD = 1.04USD end 2012) =USD943,654	MonterayMiningGroup	$20,000 cash up front. Consideration payable to Eburnean BVI is a) the issue of 3.4m shares(A$0.099 as at 29 nov 2012)in Monteray and b) the payments of $600,000 cash. At completion of acquisition Mr Andrew Habets appted non-executive director and issued 1M unlisted options in Monteray.		http://www.reuters.com/finance/stocks/MRY.AX/key-developments/article/2622530 http://www.asx.com.au/asxpdf/20120724/pdf/427kdcrxkfg9fy.pdfhttp://monteraymining.com.au/wp- content/uploads/2012/11/20121130-MRY-AGM-Presentation.pdf
8	30/01/2012	Poya Gold	gold	Houndegreenstone belt	burkino faso	111	AUD 807.22	Poya Gold Exploration	to acquire 88% interest by: $50,000 upfront, $28,000 each year licence is renewed,and a finalpayment of$250,000 if MLgranted	Crucible Gold Ltd			http://www.cruciblegold.com.au/projects/burkina-faso-joint-venture/ http://www.asx.com.au/asxpdf/20120130/pdf/4240j2jwvfclkx.pdf
9	15-Oct-13	Hanne Permit	Gold	adjacent to Massigui gold project	Mali	64	AUD 535.99	Hanne General Trading SARL	option to purchase 95% interest	Birmian Gold Ltd	For Birmian to secure 95% interest $35,000 year 1, $30,000 year 2, $30,000 at title transfer for a total of $95,000. Hanne's retains a 5% fee carry interest until grant of amining permit. Upon grant of a mining permit Hanne will revert to a contributing interest and retain a 1% NSR on gold production.		http://www.asx.com.au/asxpdf/20131016/pdf/42k1pwd51p0vgh.pdf
10	3-Aug-11	Skygold Concession	Gold	Asankrangwa gold belt	Ghana	118	USD 6,754.00	Sky Gold Mines Ltd (now Spanish Mountain Gold)	sold 100%	Keegan Resources Ghana Ltd (KGN)	US$400,000 and 50,000 KGN shares on or before 3rd signing anniversary. SGM retains a 2%NSR, which Keegan has a first right of refusal to purchase.	Keegan price US7.96 at close August 3rd. 50,000 shares = ~US$400,000. NPV 100% equity basis797,000	http://www.keeganresources.com/s/NewsReleases.asp?ReportID=469713

	Date	Project Name	Commodity	Location	Country	Area
11	22-Feb-11	Dawohodo prospecting concession (adjacent Keegan's Esaase gold deposit lease)	Gold	Asankrangwa gold belt	Ghana	10.4	AUD 105769	Dawohodo Marketing and Manufacturing Ltd	sold 100%	Keegan Resources Ghana Ltd	paid US$1.1m. Described as "strategic acquisition" about to commencesurface exploration drilling		http://www.ghana-mining.org/ghanaims/SectorNews/NewsArchivesFEB2011/tabid/226/Default.aspx
	3-Aug-11	Skygold Concession	Gold	Asankrangwa gold belt	Ghana	118	AUD 6754	Sky Gold Mines Ltd (now Spanish Mountain Gold)	sold 100%	Keegan Resources Ghana Ltd (KGN)	US$400,000 and 50,000 KGN shares on or before 3rd signing anniversary. SGM retains a 2%NSR, which Keegan has a first right of refusal to purchase.	Keegan price US7.96 at close August 3rd. 50,000 shares = ~US$400,000. NPV 100% equity basis797,000	http://www.keeganresources.com/s/NewsReleases.asp?ReportID=469713
12	29-Jun-11	Red Back - 10 gold tenements, various exploration stages	Gold	Various	Ghana	750	AUD 7843	Kinross Gold Corp	Option to earn 51%	Abzu Gold	earn 51% of Red Back's holding by spending US$3mill on exploration over 3 years		http://www.abzugold.com/_resources/news/nr_2011_06_29.pdf
13	19-Apr-11	Golden Reef (adjacent Abzu's Mpatasieproperty)	Gold	Ashanti Belt	Ghana	45	AUD 13888	Golden Reef Mining	Option to earn 80%	Abzu Gold	earn 80% by spending US$500,000 over 4 years		http://www.abzugold.com/_resources/news/Abzu_NR_Apr_19_final.pdf
14	21-Apr-11		Gold	Ashanti Belt	Ghana	191.1	AUD 4892	Eric Akwasi Appiah	80% acquisition to	Alecto Energy	earn 80% share capital of Rancho Ghana Limited; initial consideration of£480,000 (cash payment of £120,000 and 9,917,355 new ordinary shares = to £360,000 at a volume weighted average share price of 3.63p for the 30 days ended 19 April 2011). Following completion of milestones Alectro will pay an additional £720,000 (cash payment of £180,000 and new ordinary shares = to £540,000) Total = £1.2mill (~US$747,850)	exchange rate April 2011: £1.604600 = US$1	http://www.alectominerals.com/_NEW/media/com_form2content/documents/c1/a92/f21/Ghana-21.04.11- FINAL.pdf http://www.alectominerals.com/_NEW/media/com_form2content/documents/c1/a103/f21/Ghana- Approval-05-07-11-FINAL.pdf
15	21-Mar-11	Gyampo Extension	Gold	Asankrangwa Belt	Ghana	6.8	AUD 17647	Gyampo Mining	AGG to purchase a 100% interest (less the government 10%)	African Gold Group			http://ca.hotstocked.com/docs/show/african_gold_group_inc/md_a_english/agg829mda.pdf
16	1-May-11	Enyinase	Gold	Southern Ashanti Belt	Ghana	36.5	AUD 10815	Satemkon Mining (GH) Ltd	Castle Peak to purchase a 100% interest (less the government 10%)	Castle Peak Minig Ltd	US$40,000 paid upon signing of agreement; US$60,000 paid on the first anniversary; US$80,000 paid on the second anniversary; US$120,000 paid on the third anniversary; and final payment of US$250,000 paid on consent of assignment of the license to Castle Peak by the Minister of Lands and Natural Resources with the vendor retaininga 2% net smelter royalty.		http://www.castlepeakmining.com/s/Akorade_Concessions.asp
17	15-Jun-11	Akroma	Gold	Sefwi Belt	Ghana	159.5	AUD 1394	not disclosed	Pelangio to purchase a 100% interest (less the government 10%)	Pelangio Exploration Inc.	Pelangio will issue 200,000 common shares over a period of three years to the Optioner. As part of the consideration (a) Pelangio paid $0.05m and issued 35,000 on June 15, 2011, (b) will issue 40,000 shares on or before June 15, 2012, (c) issuing 55,000 shares on or before June 15, 2013 and (d) issuing 70,000 shares on or before June 15, 2014. In addition, Pelangio will grant a 2% net smelter return, of which 1% may be purchased at any time for a cash payment of $2m.		http://www.researchviews.com/energy/mining/DealReport.aspx?sector=Mining&DealID=169159

													http://www.marketwatch.com/story/pelangio-issues-second-option-payment-on-the-akroma-property

Appendix C - West African Gold Resource Projects Comparable Transaction Analysis

No.	Date	Project Name	Commodity	Location	Country	Area	Owner	Transaction	To/With	Terms	100% equity equivalent	price for insitu resources ($/oz) Historical proven/probable Measured Indicate d Inferred Total Date JORC AUD 36.23 Guiro mine produced from 2011 until July 2013. According to unverified information provided by Stremco, 18,267 tonnes at 8.58 g/t Au was processed in 2011, 21,904 tonnes at 9.46 g/t Au in 2012 and 9,490 tonnes at 6.69 g/t Au until July 2013, when the operations stopped. All the historical data and information above have not been verified and are not in accordance with NI 43-101 standards for disclosure. 136,000 t @ 9.25g/t for 40,446oz 114,778 02/Aug/2006 noncompliant 214,000t @ 10.8g/t for 74,332oz	price for insitu resources ($/oz) Historical proven/probable Measured Indicate d Inferred Total Date JORC AUD 36.23 Guiro mine produced from 2011 until July 2013. According to unverified information provided by Stremco, 18,267 tonnes at 8.58 g/t Au was processed in 2011, 21,904 tonnes at 9.46 g/t Au in 2012 and 9,490 tonnes at 6.69 g/t Au until July 2013, when the operations stopped. All the historical data and information above have not been verified and are not in accordance with NI 43-101 standards for disclosure. 136,000 t @ 9.25g/t for 40,446oz 114,778 02/Aug/2006 noncompliant 214,000t @ 10.8g/t for 74,332oz	price for insitu resources ($/oz) Historical proven/probable Measured Indicate d Inferred Total Date JORC AUD 36.23 Guiro mine produced from 2011 until July 2013. According to unverified information provided by Stremco, 18,267 tonnes at 8.58 g/t Au was processed in 2011, 21,904 tonnes at 9.46 g/t Au in 2012 and 9,490 tonnes at 6.69 g/t Au until July 2013, when the operations stopped. All the historical data and information above have not been verified and are not in accordance with NI 43-101 standards for disclosure. 136,000 t @ 9.25g/t for 40,446oz 114,778 02/Aug/2006 noncompliant 214,000t @ 10.8g/t for 74,332oz	price for insitu resources ($/oz) Historical proven/probable Measured Indicate d Inferred Total Date JORC AUD 36.23 Guiro mine produced from 2011 until July 2013. According to unverified information provided by Stremco, 18,267 tonnes at 8.58 g/t Au was processed in 2011, 21,904 tonnes at 9.46 g/t Au in 2012 and 9,490 tonnes at 6.69 g/t Au until July 2013, when the operations stopped. All the historical data and information above have not been verified and are not in accordance with NI 43-101 standards for disclosure. 136,000 t @ 9.25g/t for 40,446oz 114,778 02/Aug/2006 noncompliant 214,000t @ 10.8g/t for 74,332oz	price for insitu resources ($/oz) Historical proven/probable Measured Indicate d Inferred Total Date JORC AUD 36.23 Guiro mine produced from 2011 until July 2013. According to unverified information provided by Stremco, 18,267 tonnes at 8.58 g/t Au was processed in 2011, 21,904 tonnes at 9.46 g/t Au in 2012 and 9,490 tonnes at 6.69 g/t Au until July 2013, when the operations stopped. All the historical data and information above have not been verified and are not in accordance with NI 43-101 standards for disclosure. 136,000 t @ 9.25g/t for 40,446oz 114,778 02/Aug/2006 noncompliant 214,000t @ 10.8g/t for 74,332oz	price for insitu resources ($/oz) Historical proven/probable Measured Indicate d Inferred Total Date JORC AUD 36.23 Guiro mine produced from 2011 until July 2013. According to unverified information provided by Stremco, 18,267 tonnes at 8.58 g/t Au was processed in 2011, 21,904 tonnes at 9.46 g/t Au in 2012 and 9,490 tonnes at 6.69 g/t Au until July 2013, when the operations stopped. All the historical data and information above have not been verified and are not in accordance with NI 43-101 standards for disclosure. 136,000 t @ 9.25g/t for 40,446oz 114,778 02/Aug/2006 noncompliant 214,000t @ 10.8g/t for 74,332oz	price for insitu resources ($/oz) Historical proven/probable Measured Indicate d Inferred Total Date JORC AUD 36.23 Guiro mine produced from 2011 until July 2013. According to unverified information provided by Stremco, 18,267 tonnes at 8.58 g/t Au was processed in 2011, 21,904 tonnes at 9.46 g/t Au in 2012 and 9,490 tonnes at 6.69 g/t Au until July 2013, when the operations stopped. All the historical data and information above have not been verified and are not in accordance with NI 43-101 standards for disclosure. 136,000 t @ 9.25g/t for 40,446oz 114,778 02/Aug/2006 noncompliant 214,000t @ 10.8g/t for 74,332oz	price for insitu resources ($/oz) Historical proven/probable Measured Indicate d Inferred Total Date JORC AUD 36.23 Guiro mine produced from 2011 until July 2013. According to unverified information provided by Stremco, 18,267 tonnes at 8.58 g/t Au was processed in 2011, 21,904 tonnes at 9.46 g/t Au in 2012 and 9,490 tonnes at 6.69 g/t Au until July 2013, when the operations stopped. All the historical data and information above have not been verified and are not in accordance with NI 43-101 standards for disclosure. 136,000 t @ 9.25g/t for 40,446oz 114,778 02/Aug/2006 noncompliant 214,000t @ 10.8g/t for 74,332oz	price for insitu resources ($/oz) Historical proven/probable Measured Indicate d Inferred Total Date JORC AUD 36.23 Guiro mine produced from 2011 until July 2013. According to unverified information provided by Stremco, 18,267 tonnes at 8.58 g/t Au was processed in 2011, 21,904 tonnes at 9.46 g/t Au in 2012 and 9,490 tonnes at 6.69 g/t Au until July 2013, when the operations stopped. All the historical data and information above have not been verified and are not in accordance with NI 43-101 standards for disclosure. 136,000 t @ 9.25g/t for 40,446oz 114,778 02/Aug/2006 noncompliant 214,000t @ 10.8g/t for 74,332oz	Website
1	28-May-14	Guiro-Diouga Gold Mine	Gold	Sahel NE Burkino Faso	Burkina Faso	65 km2	Societe de Travaux de Recherches et d'Exploitation Miniere et Cie SA (Stremco) -90% ownership. Other 10% held by govt Burkino Faso	AUD 4,158,083 for 90% interest (other 10% held by Burkino Faso govt) + 2%NSR	Komet Resources Inc	The MOU specifies that Komet will 1) provide Stremco with an amount of $600,000 that will be used to clear Stremco's liabilities with a creditor, 2) asssume the existing debt amounting to $2,174,300, 3) issue 3M common shares, and 4) grant a gross royalty of 2%. total value (not including nsr) is AUD4158083	AUD 4,620,092.22	AUD 36.23									http://kometgold.com/en/komet-resources-inc-signs-a- memorandum-of-understanding-to-acquire-a-gold-mine-in-	cashpaid AUD 2763522 3m shares value of AUD1
																					burkina-faso/ http://au.intierra.com/PropTransactionDetail.asp?LL=&ID=18
																					23
2	19-Sep-12	Akrokerri Gold Deposit	Gold	Ashanti	Ghana	46.8km2	Votla Resources Inc	4.90%	Goldstone Resources Ltd	takes Goldstones ownership to 100% for a consideration of 1.5M ordinary shares of 1p each in goldstone.	£306,122.45	USD 16.00	between 1905 and 1909 the Akrokeri mine produced 75,000oz of gold from 104,000 tons of ore.	0.610139915				501,725			http://au.intierra.com/Reports/2002/Jul/22/CA002361.PDF#P	http://online.hemscottir.com/ir/grl/irnew.js
																					age=17 http://online.hemscottir.com/ir/grl/irnew.jsp?page=news-	_ p?page=news-item&item=1167258294425428
																						gives a cost per attributable resource ounce of
																					_ item&item=1167258294425428	USD16/oz
3	7-Mar-14	Finkolo Gold Project	Gold	Kayes	Mali	303km2	Endeavour Mining Corporation (40%)	40% to get 100%	Resolute Mining Limited	Resolute to aquire remaining 40% of Finkolo JV from Endeavour for US$20M cash	USD 50,000,000.00	USD 50.84	tabakoroni deposit within Finkolo contains a total of 608,000oz (measured and indicated) and 219,000oz (inferred)gold resources located 40km south of Syama processing plant. Total Finkolo area is 303km2		608000		219000	983,569	30-Jun-11		http://www.rml.com.au/fileadmin/pdfs/436_-070312- ResolutetoAcquireFullOwnershipofFinkoloJointVe
																					___ nture.pdf
4	3-Feb-12	Sega Gold Mine	gold		Burkina Faso	313km2	Orezone Gold Corporation	90% interest US$29.6M	Amara Mining plc (Cluff Gold?)	Cluff has entered into an agreement to acquire Orezones interest in the Sega project, in consideration the company will issue 11M shares and pay $15M cash.19/03/2004 disposal of 11m ordinary shares at 18.5p per share…	USD 32,888,888.89	USD 55.03				8.3Mt @ 1.69g/t for 450,366 oz	2.9Mt @ 1.58g/t for 147,344 oz	597,625		NI43-101	http://au.intierra.com/Reports/2012/Feb/03/CB383834.PDF#Page =1http://www.marketwatch.com/story/amara-mining-plc- holdings-in-company-2014-03-20-7173114
5	12-Jun-14	Yanfolila	gold	Yanfolila Belt, SW Mali	Mali	1250km2	Gold Fields Ltd	26% stake	Hummingbird Resources Plc	Consideration of US$20m payable in Hummingbird ordinary issue shares issued at 56 pence per share. Consideration equates for an EV/oz acquisition cost of US$11 per managed ounce.	USD 76,923,076.92	USD 52.69	In 1992 BHP Billiton ("BHP") identified several anomalies at Komana and began exploration work in the Yanfolila area. Subsequently Randgold Resources ("Randgold") took control of the Komana permit and commenced a drilling campaign of 547m. Randgold later formed a joint venture with North Ltd and drilled a further 2,116m. The campaign led to the declaration of 280,000 ounces at Komana. However, Randgold decided not to continue its exploration activities. Since the discovery of the Yanfolila anomalies by BHP, a large amount of exploration work has been carried out on the project site, including more than 420,000m of drilling. The extensive exploration work has been well documented and a detailed core archive has been created on site. Glencar Mining plc ("Glencar") completed extensive drilling of the Komana deposits from 2004 to 2008 when it published Indicated and Inferred Mineral Resources for the deposits. In 2009 Gold Fields, through a wholly owned subsidiary, reached agreement with Glencar on the terms of a recommended cash offer for the entire issued share capital of Glencar. At the time, Glencar's principal asset was the Komana project which now forms part of the Yanfolila Project. Gold Fields has an 85% interest in the Komana project with a Malian partner holding a 5% interest, assuming the Government of Mali takes up its free carried interest of 10%. The Government of Mali also has the right to purchase a further 10% interest. The Company will acquire Gold Fields' 85% interest in the Komana project pursuant to the transaction			7.59Mt @ 3.1g/t for 757,000o z	9.82Mt@	1.46Moz @ 2.8g/t	Dec-12	samrec	http://www.londonstockexchange.com/exchange/news/market- news/market-news-detail.html?announcementId=11981639
																	2.2g.t for
																	706,000o
																	z
6	12-Sep-12	Fekola	gold	Kedougou-Kenieba-inlier	Mali		Songhoi Resources SARL	acquire additional 10% to get to 90% ownership	Papillon Resources Ltd	consideration for the additional 10% interest in Songhoi comprises US$750,000 cash(exchange rate of 0.9627 = AUD779,059)and 860,000 fully paid ordinary shares in Papillon(cost of 0.20 per share at the time so worth AUD172000.) total consideration worth AUD951059	AUD 10,567,287.78	AUD 3.37				10.5mt @ 2.75g/t for 0.93Moz	30mt @ 2.3g/t for 2.21Moz	3.14Moz	Jul-12	JORC2004 by MPR	http://www.asx.com.au/asxpdf/20120912/pdf/428nh7vmy257wh.p df http://www.asx.com.au/asxpdf/20120810/pdf/427ywknv9chqzh.pd f
7	5-Mar-14	Tanlouka Permit - contains Marangka 5)	gold		burkino fas	115km2	GMC Sarl	to acquire remaining 10% = USD300,000 + AUD300,000 so at 05/03/2014 rate of 1USD = $1.114AUD = AUD634200	West African Resources	to acquire remaining 10% ownership of permit US$50,000 on execution of agrrement. Issue of 2.5M ordinary shares in WAR and payment of US250,000 following completion of a positive feasibility study on the Tanlouka permit. (share price 0.12 as at 20/06/2014)	AUD 6,342,000.00	AUD 4.26				10.8mt@	32.7mt @ 1.0g/t for 1.05Moz (0.5g/t cut-off)				http://www.westafricanresources.com/images/pdfs/2014_March_ 5_Tanlouka_100.pdf http://www.westafricanresources.com/images/pdfs/MAN002_431 01_16Jun2014_Final_1.pdf
																1.3g/t for 437,000o
																z (0.5g/t
																cut off)
8	23-Aug-13	Kossanto gold project and two exploration licenses	Gold		mali	207 sq km	African Mining and Exploraiton plc through its wholly owned subsidiary Caracla Gold Mali SARL)	to acquire 100% of the Kosanto Gold Project and two further Els	Alecto Minerals plc	consideration for the acquisition satisfied through the issue of 108,695,652 Alecto shares priced at 1.15p with an aggregate value of 1.25million pound with further deferred payments to be made dependent on progress on proving up the resources	£1,250,000.00	£11.68					107,000o z (2.35Mt @ 1.42g/t)	107,000oz		JORC	http://www.alectominerals.com/media/comform2content/
																					_ documents/c1/a153/f21/Mali%20Acquisiton%2022.08.13.pdf

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AI assistant

ASARA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2014

64427_rns_2014-10-01_9621cbec-cfdf-427a-bd8c-50b634dd77b5.pdf

Golden Rim Resources Limited

Notice of General Meeting and Explanatory Memorandum to Shareholders

A Proxy Form is enclosed

Golden Rim Resources Limited ABN 39 006 710 774 Notice of General Meeting

Agenda

1. Resolution 1 – Acquisition of Shares by Aurora Minerals Limited

2. Resolution 2 – Proposed Capital Raising

OTHER BUSINESS

By order of the Board

How to vote

Voting in person (or by attorney)

Voting by a Corporation

Voting by proxy

Shareholders who are entitled to vote

Key reasons why you should vote in favour of Resolution 1 for the issue of Second Tranche Shares to Aurora

Reasons why you may consider not voting in favour of Resolution 1 for the issue of Second Tranche Shares to Aurora

Golden Rim Resources Limited ABN 39 006 710 774 Explanatory Memorandum

RESOLUTION 1 – Acquisition of Shares by Aurora Minerals Limited

1. Background

2. Summary of the key terms of the Loan Agreement

2.1 Principal and term

2.2 Repayment

2.3 Interest and fees

2.4 Capital raisings by the Company

2.5 Aurora Board representation

2.6 Events of default

2.7 Director undertakings

3. Corporations Act Requirements

3.1 Identity of the acquirer and their associates

3.2 Potential increase in shareholding and potential maximum voting power of Aurora

up to $1.35 million (plus interest)

Table 1 presents four different scenarios as follows:

3.3 Reasons for entering into Loan Agreement and issue of Shares to Aurora

3.4 Timing of the proposed acquisition of Shares by Aurora

3.5 Material terms of the Loan Agreement

3.7 Future intentions of Aurora

3.8 Intention of Aurora to significantly change the financial or dividend distribution policies of the Company

3.9 Interests that any Director has in the placement or any relevant agreement

3.10 Details of any person intended to become a Director if Resolution 1 is approved

4. Independent Expert’s Report

BDO have concluded that in their opinion the proposed transaction is not fair but is reasonable to the shareholders of the Company who are not associated with Aurora.

4.1 Advantages

4.2 Disadvantages

5 Directors’ recommendation

6 Voting exclusion

7 Financial effect of the acquisition of the Second Tranche Shares by Aurora

7.1 Effect on capital structure

7.2 Pro forma statement of financial position

7.3 Financial impact if the Resolution is approved

7.4 Financial impact if the Resolution is not approved

8 Application of Listing Rule 7.1

9 Other information

RESOLUTION 2 – PROPOSED CAPITAL RAISING

1 Background

2 Listing Rule 7.1

3 Directors’ recommendation

Glossary

Appendix A – Terms of Placement Options

TERMS AND CONDITIONS OF OPTIONS

1. GENERAL

2. TAKEOVER PROVISIONS

3. INTERPRETATION

TERMS AND CONDITIONS OF BROKER OPTIONS

1. GENERAL

2. TAKEOVER PROVISIONS

3. INTERPRETATION

Financial Services Guide

19 September 2014

Financial Services Guide

Information about us

Financial services we are licensed to provide

General Financial Product Advice

Fees, commissions and other benefits that we may receive

Remuneration or other benefits received by our employees

Referrals

Complaints resolution

Referral to External Dispute Resolution Scheme

ASARA RESOURCES LIMITED Proxy Solicitation & Information Statement 2014