ASARA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2014

Jun 3, 2014

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Golden Rim Resources Limited

ABN 39 006 710 774

Notice of General Meeting and Explanatory Memorandum to Shareholders

Date of Meeting Tuesday, 8 July 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 Tuesday, 8 July 2014 at Royal Perth Golf Club, Labouchere Road, SOUTH PERTH WA 6151 for the purpose of transacting the following business referred to in this Notice of General Meeting.

Agenda

1. Resolution 1 – Ratification of issue of Shares and Options to Acorn Capital Limited

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

“ That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 50,000,000 Shares (at an issue price of 1 cent each) and 50,000,000 free attaching Options (each Option having an exercise price of 1.5 cents and an expiry date of 30 June 2015) on 31 December 2013 to Acorn Capital Limited on the terms and conditions set out in the Explanatory Memorandum. ”

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

For the purpose of this voting exclusion statement “associate” shall have the meaning set out in sections 12 and 16 of the Corporations Act. Section 12 of the Corporations Act is to be applied as if it was not confined to associate references occurring in Chapter 6 of the Corporations Act and on the basis that the Company is the “designated body”.

2. Resolution 2 – Ratification of issue of Options to Sophisticated Investors

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

“ That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 9,201,033 Options (each Option having an exercise price of 1.5 cents and an expiry date of 20 February 2015) on 21 February 2014 to sophisticated investors on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 2 by any person who participated in the issue the subject of Resolution 2 and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or the vote is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

For the purpose of this voting exclusion statement “associate” shall have the meaning set out in sections 12 and 16 of the Corporations Act. Section 12 of the Corporations Act is to be applied as if it was not confined to associate references occurring in Chapter 6 of the Corporations Act and on the basis that the Company is the “designated body”.

3. Resolution 3 – Ratification of issue of Options

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

“ That Shareholders ratify the issue of 7,165,634 Options (each Option having an exercise price of 1.5 cents and an expiry date of 20 February 2015) on 21 February 2014 to sophisticated investors on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue the subject of Resolution 3 and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or the vote is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

For the purpose of this voting exclusion statement “associate” shall have the meaning set out in sections 12 and 16 of the Corporations Act. Section 12 of the Corporations Act is to be applied as if it was not confined to associate references occurring in Chapter 6 of the Corporations Act and on the basis that the Company is the “designated body”.

4. Resolution 4 – Proposed Issue of Shares to Aurora Minerals Limited

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

“ That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 206,250,000 Shares at a deemed issue price of 0.8 cents per Share to Aurora Minerals Limited on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 4 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 person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or the vote is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

For the purpose of this voting exclusion statement “associate” shall have the meaning set out in sections 12 and 16 of the Corporations Act. Section 12 of the Corporations Act is to be applied as if it was not confined to associate references occurring in Chapter 6 of the Corporations Act and on the basis that the Company is the “designated body”.

5. Resolution 5 – Proposed Issue of Shares to Acorn Capital Limited

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

“ That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 24,414,329 Shares at an issue price of 0.8 cents per Share to Acorn Capital Limited on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 5 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 person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or the vote is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

For the purpose of this voting exclusion statement “associate” shall have the meaning set out in sections 12 and 16 of the Corporations Act. Section 12 of the Corporations Act is to be applied as if it was not confined to associate references occurring in Chapter 6 of the Corporations Act and on the basis that the Company is the “designated body”.

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: 23 May 2014

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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. Attorneys should bring with them an original or certified copy of the Power of Attorney under which they have been authorised to attend and vote at the Meeting.

Voting by a Corporation

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

Voting by proxy

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

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

• A proxy need not be a Shareholder.

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

• If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. Should any resolution, other than those specified in this Notice, be proposed

at the Meeting, a proxy may vote on that resolution as they think fit.

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

• Shareholders who return their Proxy Forms with a direction how to vote, but 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 6 July 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.

Shareholders who are entitled to vote

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 4 July 2014.

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48555_7.DOC

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 – RATIFICATION OF ISSUE OF SHARES AND OPTIONS TO ACORN CAPITAL LIMITED

As announced on 31 December 2013, the Company undertook a placement of 50,000,000 Shares at an issue price of 1 cent each, with one free attaching Option for each Share issued, (each Option having an exercise price of 1.5 cents and an expiry date of 30 June 2015) to raise $500,000 ( December Placement ).

The funds raised under the December Placement provided the Company with the necessary funds to continue work at the Balogo Project including environmental studies that form part of the feasibility study and working capital.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of the ratification is to restore the Company's maximum discretionary power to issue further Shares up to 15% of the issued capital of the Company without requiring Shareholder approval.

Resolution 1 seeks ratification under Listing Rule 7.4 of the issue of 50,000,000 Shares and 50,000,000 free attaching Options that were made pursuant to the December Placement in order to restore the ability of the Company to issue further Shares within the 15% limit during the next 12 months.

The following information in relation to the December Placement is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) 50,000,000 Shares and 50,000,000 Options were issued;

• (b) the Shares were issued at an issue price of 1 cent each and the Options were issued for no consideration;

• (c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue. The Options issued were a new class of unquoted Options and each have an exercise price of 1.5 cents and expiry date of 30 June 2015;

• (d) the Shares and Options were issued to Acorn Capital Limited, an unrelated party of the Company; and

• (e) the funds raised provided the Company with the necessary funds to continue work at the Balogo Project including environmental studies that form part of the feasibility study and working capital.

RESOLUTION 2 – RATIFICATION OF ISSUE OF OPTIONS TO SOPHISTICATED INVESTORS

As announced on 24 February 2014, the Company undertook a placement of 49,000,000 Shares at an issue price of 1 cent each, with one free attaching Option for every three Shares issued (each Option having an exercise price of 1.5 cents and an expiry date of 20 February 2015), to raise $491,000 ( February Placement ).

The 49,100,000 Shares were issued under rule 7.1A using the Company’s existing placement capacity. As announced on the 28 February 2014, of the 16,366,667 Options which were issued, 9,201,033 were issued under Listing Rule 7.1 and are being ratified under this Resolution 2. The remaining balance of 7,165,634 Options are the subject of Resolution 3.

The funds raised under the February Placement provided the Company with the necessary funds to continue work at the Balogo Project including environmental and metallurgical studies that form part of the feasibility study and working capital.

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Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of the ratification is to restore the Company's maximum discretionary power to issue further securities up to 15% of the issued capital of the Company without requiring Shareholder approval.

Resolution 2 seeks ratification under Listing Rule 7.4 of the issue of 9,201,033 free attaching Options that were made under the February Placement in order to restore the ability of the Company to issue further securities within the 15% limit during the next 12 months.

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

• (a) 9,201,033 Options were issued;

• (b) the Options were issued for no consideration;

• (c) the Options issued were a new class of unquoted Options (each having an exercise price of 1.5 cents and expiry date of 20 February 2015).

• (d) the Options were issued to sophisticated investors, who are unrelated parties of the Company; and

• (e) no funds were raised from the issue of the Options, however, the funds raised under the February Placement provided the Company with the necessary funds to continue work at the Balogo Project including environmental and metallurgical studies that form part of the feasibility study and working capital.

RESOLUTION 3 – RATIFICATION OF ISSUE OF OPTIONS

It was the Company’s intention that all of the free attaching Options issued under the February Placement were to be issued under Listing Rule 7.1A. Following the announcement of the February Placement, it was brought to the Company’s attention that unquoted securities cannot be issued under Listing Rule 7.1A and as such the Company inadvertently exceeded its placement capacity under Listing Rule 7.1 by 1% through the issue of the 7,165,634 Options the subject of this Resolution 3.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The Company announced on the 28 February 2014 that it exceeded its capacity by 1% to issue equity securities under ASX Listing Rule 7.1 and confirmed that it had provided ASX with an undertaking not to issue equity securities without Shareholder approval until 17 March 2014 (unless the issue came within an exception to Listing Rule 7.2). As a result, the effect of this ratification is to ratify the issue of the Options but it is not to restore the Company's maximum discretionary power to issue further Shares up to 15% of the issued capital of the Company without requiring Shareholder approval.

Resolution 3 seeks ratification of the issue of 7,165,634 free attaching Options that was made on 21 February 2014.

The following information in relation to the Options is provided to Shareholders:

• (a) 7,165,634 Options were issued;

• (b) the Options were issued for no consideration;

• (c) the Options issued were a new class of unquoted Options (each having an exercise price of 1.5 cents and expiry date of 20 February 2015);

• (d) the Options were issued to sophisticated investors, who are unrelated parties of the Company; and

• (e) no funds were raised from the issue of the Options, however, the funds raised under the February Placement provided the Company with the necessary funds to continue work at the Balogo Project including environmental and metallurgical studies that form part of the feasibility study and working capital.

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RESOLUTION 4 – ISSUE OF 206,250,000 SHARES TO AURORA MINERALS LIMITED

Resolution 4 seeks Shareholder approval for the purpose of Listing Rule 7.1 and for all other purposes for the issue of a maximum of 206,250,000 Shares at a deemed issue price of 0.8 cents each to Aurora Minerals Limited ( Aurora ) pursuant to a secured convertible loan agreement between the Company and Aurora.

On 5 May 2014, the Company announced that it had secured A$3 million of funding through a secured convertible loan from Aurora. The loan is secured by a share mortgage over all of the shares the Company holds in Golden Rim Resources Burkina SARL. Funds borrowed will be used for the Company’s exploration work at the Balogo and Korongou projects, and working capital. The loan was drawn down on 13 May 2014.

Repayment of the loan is by way of two tranches as follows:

• subject to the receipt of Shareholder approval (the subject of this Resolution 4), the first tranche is repayable by converting A$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 will be held in escrow for a period not exceeding 6 months following issue[1] . In the event that Shareholder approval is not obtained following two Shareholder meetings for the issue of the First Tranche Shares, the loan amount under the first tranche will form part of the second tranche; and

• subject to the receipt of Shareholder approval (which will be sought at a separate meeting of Shareholders, if required), the second tranche is repayable by Aurora electing to receive repayment of the balance of the loan amount (including accrued interest) by the issue of Shares or the payment of cash. Each of the Shares issued in repayment of the second tranche will be issued at a deemed issue price equal to a 20% discount to the 20 day volume weighted average price of Shares on ASX on the 20 trading days immediately prior to the date of notice of election given by Aurora. The second tranche election to convert the loan into Shares can be made any time after 6 months following drawdown and up until approximately 11 months after of execution of the loan agreement. Otherwise, the term of the loan is for 12 months except in the event that the Company makes an 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 $1,500,000 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.

Aurora is to receive a structuring fee equal to 6% of the loan amount. Half of the structuring fee will be refunded if Shareholder approval for the issue of the First Tranche Shares is received within 60 days of drawdown of the loan.

Interest on the loan is payable at a rate of 12% per annum which is reduced to 10% if Shareholder approval for the issue of the First Tranche Shares is received within 60 days of drawdown of the loan.

Throughout the term of the loan, Aurora has first right to match any third party capital raising offer to the maximum value of the outstanding monies (or such other maximum value the parties agree in writing) and offset that raising to the extent of the then outstanding loan amount. 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 loan amount.

As and from the date of the First Tranche Shares and for as long as Aurora maintains a 10% interest in the issued Share capital of the Company, it becomes entitled to have one nominee as a Director.

It is a condition of the loan agreement, that each Director who holds in excess of 0.25% of Golden Rim’s issued capital provide an unconditional and irrevocable undertaking to vote in favour of the issue of the First Tranche Shares. Accordingly, each of Messrs Crabb, Mackay and Rodgers are voting the Shares they control in favour of Resolution 4. Glenister Lamont intends to vote the Shares he controls in favour of Resolution 4.

The Board recommends Shareholders vote in favour of Resolution 4.

The effect of the issue of the Shares the subject of Resolution 4 is set out on page 5. As noted above, Listing Rule 7.1 requires Shareholder approval for the proposed issue of securities in the Company. Listing Rule 7.1

1 The escrow period will terminate on the earlier of 6 months from the date of issue of the escrowed 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 escrowed Shares as part of a scheme of arrangement under Part 5.1 of the Corporations Act.

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

The following information in relation to the First Tranche Shares 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 is 206,250,000;

• (b) the Company will issue the Shares 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 0.8 cents each;

• (d) the Shares will issued to Aurora, an unrelated party of the Company;

• (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;

• (f) no funds will be raised by the issue as the Shares are being issued in repayment of the loan; and

• (g) the Shares will be issued on one date.

RESOLUTION 5 – ISSUE OF SHARES TO ACORN CAPITAL LIMITED

Resolution 5 seeks Shareholder approval for the purpose of Listing Rule 7.1 and for all other purposes for the issue of a maximum of 24,414,329 Shares at an issue price of 0.8 cents each to Acorn Capital Limited ( Acorn ).

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

The effect of the issue of the Shares the subject of Resolution 5 is set out on page 5.

The following information in relation to the Shares 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 is 24,414,329;

• (b) the Company will issue the Shares 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 0.8 cents each;

• (d) the Shares will be issued to Acorn, an unrelated party of the Company;

• (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;

• (f) the funds raised by the issue will be used for reverse circulation and auger drilling at the Korongou Project; and

• (g) the Shares will be issued on one date.

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EFFECT OF THE ISSUE OF THE SHARES THE SUBJECT OF RESOLUTIONS 4 AND 5

The effect of the passing of Resolutions 4 and 5 (on an undiluted basis) on the capital structure of the Company can be summarised as follows:

Shares	Number
Shares currently on issue	827,106,887
Shares to be issued to Aurora (Resolution 4)	206,250,000
Shares to be issued to Acorn (Resolution 5)	24,414,329
Total Shares upon completion of the issue to Acorn and Aurora	1,057,771,216

The shareholdings of Acorn, Aurora and other Shareholders and the impact of Resolutions 4 and 5, including their potential dilutionary effect are set out in the following table.

Shareholder	Total Shares Held (Current)	Total Shares Held	Dilution
		(Assuming Resolutions 4	(Assuming Resolutions 4
		& 5 Passed)	& 5 Passed)
Aurora	Nil	206,250,000 (19.50%)	Nil
Acorn	87,543,921 (10.58%)	111,958,250 (10.58%)	Nil
Other Shareholders	739,562,966 (89.42%)	739,562,966 (69.92%)	19.50%
Total	827,106,887 (100%)	1,057,771,216 (100%)

There will be no changes to the number of Options on issue.

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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.

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

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

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Listing Rules means the ASX Listing Rules.

Meeting means the General Meeting convened by the Notice.

Notice means this Notice of General Meeting.

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

Resolution means a resolution contained in the Notice.

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

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

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

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