ASARA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2018

Aug 9, 2018

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Golden Rim Resources Ltd ABN 39 006 710 774 Notice of General Meeting and Explanatory Memorandum

Date of Meeting 13 September 2018

Time of Meeting 12.00 pm (AEST)

Place of Meeting Golden Rim Resources Ltd Office 7, Level 2 609 Canterbury Road SURREY HILLS VIC 3127

A Proxy Form is enclosed

Please read this Notice of General Meeting 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.

ABN 39 006 710 774

Golden Rim Resources Ltd

Notice of General Meeting

NOTICE IS GIVEN that a General Meeting of Shareholders of Golden Rim Resources Ltd ABN 39 006 710 774 ( Company ) will be held at Golden Rim Resources Ltd, Office 7, Level 2, 609 Canterbury Road, Surrey Hills, Victoria, 3127 on 13 September 2018 at 12.00pm (AEST) for the purpose of transacting the business referred to in this Notice of General Meeting.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice. Terms used in the Resolutions contained in this Notice have the meaning given to them in the glossary in the Explanatory Memorandum.

Agenda

Ratify issue to Cannings Purple (Resolution 1)

Resolution 1 – Ratification of issue of Cannings Purple Options

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 on 17 July 2018 of 1,600,000 Cannings Purple Options exercisable at 7 cents each and expiring on 17 July 2020 in consideration of ongoing media and investor relations services and otherwise on the terms and conditions set out in the Explanatory Memorandum including Annexure A.”

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the issue the subject of Resolution 1 or an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Approval of Shares to Ausdrill (Resolution 2)

Resolutions 2(a) and 2(b) – Approval to issue Shares to Ausdrill

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

"That, for the purposes of Listing Rule 7.1 and all other purposes, Shareholders approve the issue of:

• (a) up to that number of Shares that when multiplied by Issue Price A will equal up to a maximum of USD224,413; and

• (b) up to that number of Shares that when multiplied by Issue Price B will equal up to a maximum of USD224,413,

but such that the total value of Shares that may be issued is up to a maximum of USD224,413 in total to Ausdrill Limited (or its nominee) on the terms and conditions set out in the Explanatory Memorandum. ”

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Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 2(a) or 2(b) by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an Associate of those persons. However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Capital raising (Resolutions 3 – 8)

Resolution 3 – Ratification of Tranche 1 Placement under Listing Rule 7.1

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 on 7 August 2018 of 46,158,406 Shares on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who participated in the issue the subject of Resolution 3 or an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 4 – Ratification of issue of Tranche 1 Placement under Listing Rule 7.1A

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 on 7 August 2018 of 31,838,934 Shares on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who participated in the issue the subject of Resolution 4 or an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 5 – Approval to issue Shares under Tranche 2 Placement

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

"That, for the purposes of Listing Rule 7.1 and all other purposes, Shareholders approve the issue of up to 38,461,540 Shares on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 5 by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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Resolution 6 – Approval to issue Placement Options

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

"That, for the purposes of Listing Rule 7.1 and all other purposes, Shareholders approve the issue of up to 58,229,440 Placement Options with an exercise price of 4 cents and an expiry date that is 24 months from the date of issue and otherwise on the terms and conditions set out in the Explanatory Memorandum including Annexure B. ”

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 6 by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 7 – Approval to issue SPP Options

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

"That, for the purposes of Listing Rule 7.1 and all other purposes, Shareholders approve the issue of up to 19,230,770 SPP Options with an exercise price of 4 cents and an expiry date that is 24 months from the date of issue and otherwise on the terms and conditions set out in the Explanatory Memorandum including Annexure B. ”

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 7 by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolutions 8(a), 8(b), and 8(c) – Approval to issue some of the SPP Options to Related Parties

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

"That subject to Resolution 7 being passed, for the purposes of Listing Rule 10.11 and all other purposes, Shareholders approve the issue of SPP Options with an exercise price of 4 cents and an expiry date that is 24 months from the date of issue and otherwise as follows:

• (a) up to 288,461 SPP Options to Logmaor Pty Ltd, an entity associated with Glenister Lamont; and

• (b) up to 288,461 SPP Options to Earth Science Solutions Pty Ltd, an entity associated with Craig Mackay;

• (c) up to 288,461 SPP Options to Warrego Investments Pty Ltd, an entity associated with Craig Mackay,

being some of the SPP Options the subject of Resolution 7 and otherwise on the terms and conditions set out in the Explanatory Memorandum including Annexure B. ”

Voting exclusion statements for each of Resolutions 8(a), 8(b), and 8(c) : The Company will disregard any votes cast in favour of Resolution 8(a) by or on behalf of Logmaor Pty Ltd, Glenister Lamont or their Associates. The Company will disregard any votes cast in favour of Resolution 8(b) by or on behalf of Earth Science Solutions Pty Ltd, Craig Mackay or their Associates. The Company will disregard any votes cast in favour of Resolution 8(c) by or on behalf of Warrego Investments Pty Ltd, Craig Mackay or their Associates. However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 9 – Approval to issue any SPP Shortfall Shares

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

"That, for the purposes of Listing Rule 7.1 and all other purposes, Shareholders approve the issue of up to 38,461,540 Shares on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 9 by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Lead Manager Options (Resolution 10)

Resolution 10 – Approval to issue Lead Manager Options

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

"That, for the purposes of Listing Rule 7.1 and all other purposes, Shareholders approve the issue of up to 25,000,000 Lead Manager Options with an exercise price of 4 cents and an expiry date that is 24 months from the date of issue and otherwise to Hartleys Limited (or its nominee(s)) in part consideration of services as Sole Lead Manager to the Tranche 1 Placement and the Tranche 2 Placement and Lead Broker to the SPP and otherwise on the terms and conditions set out in the Explanatory Memorandum including Annexure B. ”

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 10 by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Other business

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

By order of the Board

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Hayley Butcher General Manager, Corporate & Company Secretary

Dated: 8 August 2018

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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 and by submitting their Proxy Form online, by hand, 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. 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. Written proof of the representative’s appointment (including any authority under which it is signed) must be lodged with, or presented to the Company before the Meeting.

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.

• A Shareholder who returns their Proxy Form with a direction how to vote, but does 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 with a direction how to vote, but the nominated proxy (who is not Chair of the Meeting) does not attend the Meeting or does not vote on the relevant Resolution(s), the Chair of the Meeting will act in place of the nominated proxy and vote on a poll 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.

• Proxies must be received by 12.00pm (AEST) on 11 September 2018 . Proxies received after this time will be invalid.

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

Online : www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

By mail :

Golden Rim Resources Ltd c/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

By hand :

Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 Australia

• By facsimile :

+61 2 9287 0309

• 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 are entitled to vote

In accordance with regulation 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the Meeting will be the entitlement of that person set out in the Register of Shareholders as at 7.00pm (AEST) on 11 September 2018.

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Golden Rim Resources Ltd

ABN 39 006 710 774

Explanatory Memorandum

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of General Meeting of 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 Cannings Purple Options

Background

On 17 July 2018, the Company issued 1,600,000 Cannings Purple Options to Purple Communications Australia Pty Ltd, Cannings Purple's nominee, in part consideration of the provision of ongoing media and investor relations services by Canning Purple to the Company. The Cannings Purple Options were issued using the Company's Listing Rule 7.1 capacity.

If all of the Cannings Purple Options are exercised before the expiry date, the Company would receive subscription funds of $112,000.

Listing Rules 7.4 and 7.5

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach 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 1 seeks ratification under Listing Rule 7.4 of the issue of 1,600,000 Cannings Purple Options to Purple Communications Australia Pty Ltd using the Company’s Listing Rule 7.1 capacity.

The following information in relation to the Cannings Purple Options the subject of Resolution 1 is provided to Shareholders for the purposes of Listing Rule 7.5:

The number of securities issued	1,600,000 Cannings Purple Options were issued.
The price at which the securities were issued	The Cannings Purple Options were issued for no cash consideration.
The terms of the securities	The Cannings Purple Options are unlisted options with an exercise price of $0.07 and expire on that date that is 24 months after the date of issue and were otherwise issued on the terms and conditions set out in Annexure A to this Explanatory Memorandum.
The name of the persons to whom the Company issued the securities or the basis on which those persons were determined	Purple Communications Australia Pty Ltd, as nominee for Cannings Purple.
The use (or intended use) of the funds raised	No funds were raised by the issue of the Cannings Purple Options as they were issued for nil cash consideration, but in part consideration of the annual fee payable by the Company to Cannings Purple for the provision of ongoing media and investor relations services.
A voting exclusion statement	A voting exclusion is included in the Notice in relation to Resolution 1.

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Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

Resolution 2 – Approval to issue Shares to Ausdrill

Background

Resolutions 2(a) and 2(b) (together referred to as Resolution 2 ) relate to the drilling for equity arrangement the Company entered into with Ausdrill Limited ( Ausdrill ) and announced to ASX on 20 November 2017 whereby Ausdrill or its nominee Ausdrill International Pty Ltd ( Ausdrill International ) may subscribe for up to USD1,000,000 worth of Shares in return for drilling services that may be undertaken by Ausdrill's West African subsidiary, African Mining Services Burkina Faso SARL ( AMS BF ), for the Company's West African subsidiary, Golden Rim Resources Burkina Faso SARL ( GMR BF ) ( Ausdrill Agreement ).

Under the Ausdrill Agreement, any drilling services conducted by AMS BF at the Company's Kouri Gold Project in Burkina Faso ( Kouri ) will, at the Company's election, be paid for by either cash, a Share election or a mixture of cash and Share election on a 50/50 basis. The USD value of the relevant invoice for the drilling services will be converted from USD into Australian dollars at the current exchange rate at 5.00pm New York City, United States of America time on the date the invoice is issued to GMR BF for the purposes of determining the number of Shares that Ausdrill or Ausdrill International will subscribe for in relation to an election.

Where the Company elects to pay for the drilling services entirely by the Share election, the Shares will issued at an issue price equivalent to 90% of the VWAP of Shares in the five Trading Days (on which trades in Shares are recorded on the ASX) immediately preceding the date the relevant invoice is issued to GMR BF ( Issue Price A ). Where the Company elects to pay for the drilling services by a mixture of cash and Share election, the Shares will be issued at an issue price equivalent to 95% of the VWAP of Shares in the five Trading Days (on which trades in Shares are recorded on the ASX) immediately preceding the date the relevant invoice is issued to GMR BF ( Issue Price B ).

Following the subscription of Shares by Ausdrill or Ausdrill International (at either Issue Price A or Issue Price B) pursuant to a Share election or a mixture of cash and Share election, the subscription funds are then used to pay AMS BF for the drilling services. Accordingly, as a practical matter the Shares are issued in consideration for drilling services provided by AMS BF to GMR BF.

The Company sought, and obtained, at the Company's general meeting held on 5 April 2018, approval to issue up to USD1,000,000 worth of Shares at Issue Price A and at Issue Price B BUT NOT MORE than USD1,000,000 worth of Shares in total so that it could pay for the drilling services by a Share election or a mixture of cash and Share election should it elect to do so. In reliance on this approval, the Company has elected to pay a number of invoices for drilling services as outlined above valued at approximately USD775,587 solely in Shares (i.e. at Issue Price A) and has issued to 11,656,143 Shares at an issue price of $0.035, 3,691,615 Shares at an issue price of $0.039 and 13,957,758 Shares at an issue price of $0.033 (refer to ASX announcements dated 12 April 2018, 21 May 2018 and 18 June 2018).

The approval obtained at the 5 April 2018 general meeting was valid for three months from the date of the meeting and accordingly, expired on 5 July 2018. The Company is now seeking approval to issue up to USD224,413 worth of Shares at Issue Price A and at Issue Price B BUT NOT MORE than USD224,413 worth of Shares in total so that it can continue to pay for the drilling services by a Share election or a mixture of cash and Share election, should it elect to do so.

The Ausdrill Agreement provides the Company with financing flexibility and a means to preserve cash while it progresses its drilling program at Kouri.

Listing Rules 7.1 and 7.3

Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 to issue future Shares to Ausdrill, or its nominee Ausdrill International, under the Ausdrill Agreement with a value of up to USD224,413.

The Company may issue Shares to Ausdrill under the Ausdrill Agreement where the Company elects to pay for the drilling services undertaken for GMR BF:

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• (a) entirely by Share election, in which case the issue price will be Issue Price A; or

• (b) by a mixture of cash and Share election on a 50/50 basis, in which case the issue price will be Issue Price B.

Listing Rule 7.1 broadly provides, subject to certain exceptions, that a listed company must not issue or agree to issue during any 12-month period securities, where the securities proposed to be issued represent more than 15% of the Company's securities on issue at the commencement of that 12-month period. Any issue of Shares under the Ausdrill Agreement, unless subsequently ratified or pre-approved by Shareholders, will utilise this 15% placement capacity.

The Directors wish to the maximise the Company's ability to raise funds to progress Kouri and maintain the ability to preserve cash while it progresses its drilling program at Kouri and therefore consider it prudent to seek Shareholder's approval for future issues of Shares to Ausdrill or its nominee in circumstances where the Company elects to pay for the drilling services entirely by Share election or by a mixture of cash and Share election on a 50/50 basis.

The maximum number of Shares that may be issued if Shareholders approve Resolution 2 cannot be calculated at this time but will be equal to:

• (a) that number of Shares which, when multiplied by Issue Price A will equal up to a maximum of USD224,413 (Resolution 2(a)); and

• (b) that number of Shares which, when multiplied by Issue Price B will equal up to a maximum of USD224,413 (Resolution 2(b)),

but such that the total value of Shares that may be issued is up to a maximum of USD224,413, whether issued at Issue Price A, at Issue Price B or a combination of both. As noted above, all invoices under the Ausdrill Agreement are issued in the currency of USD and converted to Australian dollars on an invoice by invoice basis. As to whether the Shares are issued at Issue Price A or Issue Price B will depend on the election that the Company has made at the time with respect to payment of the relevant invoice. Accordingly, if Resolution 2 is approved by Shareholders, the Company may issue Shares to Ausdrill up to a maximum value of USD224,413 at an issue price of Issue Price A, Issue Price B or a combination of both.

Set out below is a worked example using an exchange rate of 1 AUD: 0.74 USD, which demonstrates various examples of the number of Shares that may be issued under Resolution 2 and the dilution effect on existing Shareholders assuming that no Options are exercised, and no other Shares are issued by the Company.

Please note , the following table is an example only and the actual issue prices may differ to those assumed in the table. To the extent the issue price is different to that assumed in the table, the maximum number of Shares that may be issued and the dilution effect on existing Shareholders will also differ.

Assumed Issue Price of Shares issued to Ausdrill*	Maximum number of Shares that may be issued under Resolution 2	Current Shares on issue as at date of Notice	Increased number of Shares on issue	Dilution to existing Shareholders
0.052	5,831,942	396,386,716	402,218,658	1.47%
0.026	11,663,884	396,386,716	408,050,600	2.94%
0.013	23,327,769	396,386,716	419,714,485	5.89%

• The table shows examples where the assumed issue price of Shares is the current market price as at close of trade on 30 July 2018, being $0.026, (current market price), where the issue price is halved, and where it is doubled.

The following information is provided to Shareholders in relation to Resolution 2 for the purposes of Listing Rule 7.3:

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Maximum number of securities	The maximum number of Shares the Company will issue is: (a) that number of Shares which, when multiplied by Issue Price A will equal up to a maximum of USD224,413 (Resolution 2(a)); and (b) that number of Shares which, when multiplied by Issue Price B will equal up to a maximum of USD224,413 (Resolution 2(b)), but such that the total value of Shares that may be issued is up to a maximum of USD224,413, whether issued at Issue Price A, Issue Price B or a combination of both.
The date by which the Company will issue the securities	The Shares may be issued progressively. The Company will issue the Shares no later than three months after the date of the Meeting.
The issue price of the securities	The Shares will be issued at an issue price equal to: (a) 90% of the VWAP of Shares in the five Trading Days (on which trades in Shares are recorded on the ASX) immediately preceding the date the relevant invoice is issued to GMR BF in circumstances where the Company has elected to pay an invoice solely in Shares (Resolution 2(a)); and/or (b) 95% of the VWAP of Shares in the five Trading Days (on which trades in Shares are recorded on the ASX) immediately preceding the date the relevant invoice is issued to GMR BF in circumstances where the Company has elected to pay the relevant invoice by a combination of cash and Shares on a 50/50 basis (Resolution 2(b)).
The names of the persons to whom the Company will issue the securities (if known) or the basis upon which those persons will be identified or selected	The Shares will be issued to Ausdrill Limited, or its nominee, Ausdrill International Pty Ltd. Neither of these entities are related parties of the Company.
The terms of the securities	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 intended use of the funds raised	Pursuant to the terms of the Ausdrill Agreement, the subscription funds received by the Company from Ausdrill for the subscription of the Shares are used to pay for drilling services provided by AMS BF under the Ausdrill Agreement. Accordingly, as a practical matter the Shares are issued in consideration for drilling services provided by AMS BF to GMR BF.
Voting exclusion statement	A voting exclusion statement is included in the Notice in relation to Resolution 2.

Recommendation

For the reasons outlined under the heading "Background" on page 2 above, the Board unanimously recommends that Shareholders vote in favour of Resolution 2.

Resolutions 3 to 8 – Capital Raising

Background

On 30 July 2018, the Company announced that it had received commitments from unrelated, qualified, institutional, sophisticated and professional investors under a placement to raise up to $3 million that would

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be undertaken in two tranches as follows:

• (a) on 7 August 2018, 77,997,340 Shares were issued at an issue price of 2.6 cents per Placement Share to raise approximately $2.03 million (before costs) under the Company’s Listing Rule 7.1 placement capacity (46,158,406 Shares) and Listing Rule 7.1A additional placement capacity (31,838,934 Shares) ( Tranche 1 Placement ); and

• (b) up to of 38,461,540 Shares also at an issue price of 2.6 cents per Share to raise an additional approximate $1 million (before costs) will be issued to unrelated qualified, institutional, sophisticated and professional investors subject to Shareholder approval being obtained as these Shares cannot be issued within the Company's 7.1 and 7.1A placement capacity ( Tranche 2 Placement ).

The Company also announced that it would make an offer to Eligible Shareholders under a Share Purchase Plan ( SPP ) to raise up to a maximum of $1,000,000 through the issue of up to 38,461,540 Shares at an issue price of 2.6 cents per Share.

In addition:

• (a) the Company will give participants in the Placement and subscribers under the SPP the opportunity to participate in an offer of free Placement Options or SPP Options (as the case may be), which offer will be made pursuant to the Prospectus on the basis of one free Placement Option or SPP Option for every two Placement Shares or SPP Shares (as the case may be) validly subscribed for under the Placement or the SPP; and

• (b) the Directors may at their discretion offer any Shares not taken up under the SPP ( SPP Shortfall Shares ) and SPP Options basis of one free SPP Option for every two SPP Shortfall Shares issued, as a separate placement to qualified, institutional, sophisticated and professional investors who are not related parties of the Company ( SPP Shortfall Offer ).

The Company does not currently have sufficient capacity available under Listing Rule 7.1 or 7.1A to issue the Shares under the Tranche 2 Placement, the Placement Options, the SPP Options or the SPP Shortfall Shares and therefore the issue of all of these securities is subject to Shareholder approval which is being sought at this Meeting.

Hartleys Limited acted as Sole Lead Manager to the Placement and will act as Lead Broker to the SPP. Subject to shareholder approval, it is proposed to offer Hartleys Limited (or its nominee(s)) 25,000,000 Lead Manager Options pursuant to an offer under the Prospectus.

Use of capital raising funds

The funds raised under the Placement and the SPP will be used to undertake the following at Kouri:

• follow-up Reverse Circulation ( RC ) drilling of new Red Hill gold discovery, which is located only 4.5km from the Mineral Resource (this RC drilling has commenced);

• infill auger drilling on additional new regional target areas within the Kouri licence outside the Mineral Resource area, such as Guitorga West, followed by a first pass RC drilling program once these target areas are better defined (the auger drilling is underway);

• air core drilling through the river channel that lies between Guitorga West and the Mineral Resource;

• infill and extensional RC drilling in the Mineral Resource area;

• additional metallurgical test work (such as comminution and column leach test work); and

• an expected Mineral Resource upgrade.

Part of the funds will also be used to complete the scoping study on Paguanta and for working capital purposes.

Indicative capital structure

Resolutions 3 to 10 inclusive all seek Shareholder approval for the issue of securities in the Company relating to the capital raising described above. If passed, these Resolutions will have an impact on the capital structure of the Company. This impact is summarised in the table below and assumes that:

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• each of Resolutions 3 to 10 inclusive in this Notice are passed by Shareholders and the maximum number of securities that may be issued pursuant to those Resolutions are issued; and

•  the SPP Offer is fully subscribed (either at first instance or via the SPP Shortfall Offer).

Shares	Number	%
Shares on issue as at the date of the Notice	396,386,716	83.75%
Maximum number of SPP Shares that may be issued (including under Resolution 9)	38,461,540	8.13%
Maximum number of Placement Shares that may be issued under the Tranche 2 Placement (Resolution 5)	38,461,540	8.13%
Total Shares	473,309,796	100.00%
Options	Number	%
Existing listed Options	38,591,960	24.17%
Existing unlisted Options	18,592,741	11.65%
Maximum number of Placement Options that may be issued (Resolution 6)	58,229,440	36.47%
Maximum number of SPP Options that be issued (Resolutions 7 and 8)	19,230,770	12.04%
Maximum number of Lead Manager Options that may be issued (Resolution 10)	25,000,000	15.66%
Total Options	159,644,911	100.00%

Note: Apparent errors of summation are due to rounding.

Resolutions 3 and 4 – Ratification of Tranche 1 Placement

The Company completed the Tranche 1 Placement on 7 August 2018, issuing 77,997,340 Placement Shares to raise $2.03 million (before costs). 46,158,406 Shares were issued using the Company’s placement capacity under Listing Rule 7.1, and 31,838,934 Shares were issued using the Company’s placement capacity under Listing Rule 7.1A.

Resolutions 3 and 4 seek Shareholder approval for the ratification of the issue of the Shares under the Tranche 1 Placement.

Listing Rules 7.4 and 7.5

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach 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.

Listing Rule 7.4 also permits the ratification of issues of securities made with Shareholder approval under Listing Rule 7.1A. The effect of the ratification is then to restore the Company’s power to issue further securities up to 10% of its issued capital without requiring Shareholder approval.

The following information in relation to the Shares the subject of Resolutions 3 and 4 is provided to Shareholders for the purposes of Listing Rule 7.5:

The number of securities issued	46,158,406 Shares were issued using the Company's 15% placement capacity. 31,838,934 Shares were issued using the Company's 10% placement capacity.
The price at which the securities were issued	2.6 cents per Share.
The terms of the securities	The Shares are ordinary fully paid shares issued in the capital of the Company and rank equally in all respects with other existing Shares.

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The name of the persons to whom the Company issued the securities or the basis on which those persons were determined	The Shares were issued to qualified, institutional, sophisticated and professional investors, none of whom are related parties of the Company.
The use (or intended use) of the funds raised	The funds raised will be used as outlined under the heading "Use of capital raising funds" on page 5 of this Explanatory Memorandum.
A voting exclusion statement	A voting exclusion is included in the Notice in relation to each of Resolution 3 and Resolution 4.

Recommendation

For the reasons outlined above, the Board unanimously recommends that Shareholders vote in favour of Resolutions 3 and 4.

Resolution 5 – Approval to issue Shares under Tranche 2 Placement

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 38,461,540 Shares to the participants in the Tranche 2 Placement.

The effect (on an undiluted basis) of the Tranche 2 Placement on the capital structure of the Company is summarised in the table under the heading "Indicative Capital Structure" on page 6 of this Explanatory Memorandum.

Listing Rules 7.1 and 7.3

As noted above, 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 Company seeks approval for the purposes of Listing Rule 7.1 to enable it to issue the Shares under the Tranche 2 Placement as it does not have the ability to do so under its 15% placement capacity under Listing Rule 7.1, which capacity has been used for the issue of the Shares under the Tranche 1 Placement.

The following information is provided to Shareholders in relation to Resolution 5 for the purposes of Listing Rule 7.3:

Maximum number of securities	The maximum number of Shares the Company will issue is 38,461,540 Shares.
The date by which the Company will issue the securities	The Company will issue the Shares as soon as reasonably practical after the Meeting, but in any event 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.
The issue price of the securities	The Shares will be issued at 2.6 cents per Share.
The names of the persons to whom the Company will issue the securities (if known) or the basis upon which those persons will be identified or selected	The Shares will be issued to qualified, institutional, sophisticated and professional investors, none of whom are related parties of the Company.
The terms of the securities	The Shares will be ordinary fully paid shares issued in the capital of the Company and will rank equally in all respects with existing Shares.
The intended use of the funds raised	The funds raised will be used as outlined under the heading "Use of Capital Raising funds" on page 5 of this Explanatory Memorandum.

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The issue date	The Shares will be issued on one date as soon as reasonably practical following the Meeting.
Voting exclusion statement	A voting exclusion statement is included in the Notice in relation to Resolution 5.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 5.

Resolution 6 – Approval to issue Placement Options

As noted above, the Company agreed to offer participants in the Placement the opportunity to participate in an offer of Placement Options subject to Shareholder approval. The offer of the Placement Options will be made pursuant to the Prospectus.

Resolution 6 seeks Shareholder approval for the purpose of Listing Rule 7.1 and for all other purposes for the issue of a maximum of 58,229,440 Placement Options to the participants in the Placement on the basis of one Placement Option for every two Placement Shares issued.

If all of the Placement Options are exercised before the expiry date, the Company would receive subscription funds of approximately $2,329,177.

Listing Rules 7.1 and 7.3

As noted above, 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 Company seeks approval for the purposes of Listing Rule 7.1 to enable it to issue the Placement Options as it does not have the ability to do so under its 15% placement capacity under Listing Rule 7.1, which capacity has been used for the issue of the Shares under the Tranche 1 Placement.

The following information is provided to Shareholders in relation to Resolution 6 for the purposes of Listing Rule 7.3:

Maximum number of securities	The maximum number of Placement Options the Company will issue is 58,229,440 Placement Options.
The date by which the Company will issue the securities	The Company will issue the Placement Options as soon as reasonably practical after the Meeting, but in any event 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.
The issue price of the securities	The Placement Options will be issued for nil cash consideration on the basis of one Placement Option for every two Shares issued under the Placement.
The names of the persons to whom the Company will issue the securities (if known) or the basis upon which those persons will be identified or selected	The Placement Options will be issued to qualified, institutional, sophisticated and professional investors, none of whom are related parties of the Company, who participated in the Placement.
The terms of the securities	The Placement Options will be issued with an exercise price of 4 cents and an expiry date that is 24 months from the date of issue and otherwise on the terms and conditions set out in Annexure B to this Explanatory Memorandum.
The intended use of the funds raised	No funds will be raised from the issue of the Placement Options.

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The issue date	The Placement Options will be issued on one date as soon as reasonably practical following the Meeting.
Voting exclusion statement	A voting exclusion statement is included in the Notice in relation to Resolution 6.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 6.

Resolution 7 – Approval to issue SPP Options

As noted above, the Company agreed to offer participants in the SPP the opportunity to participate in an offer of SPP Options subject to Shareholder approval. The offer of the SPP Options to participants under the SPP will be made pursuant to the Prospectus.

Resolution 7 seeks Shareholder approval for the purpose of Listing Rule 7.1 and for all other purposes for the issue of a maximum of 19,230,770 SPP Options to the participants in the SPP or the SPP Shortfall Offer on the basis of one SPP Option for every two Shares issued under the SPP or the SPP Shortfall Offer.

If all of the SPP Options are exercised before the expiry date, the Company would receive subscription funds of approximately $769,230.

Listing Rules 7.1 and 7.3

As noted above, 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 Company seeks approval for the purposes of Listing Rule 7.1 to enable it to issue the SPP Options as it does not have the ability to do so under its 15% placement capacity under Listing Rule 7.1, which capacity has been used for the issue of the Shares under the Tranche 1 Placement.

The following information is provided to Shareholders in relation to Resolution 7 for the purposes of Listing Rule 7.3:

Maximum number of securities	The maximum number of SPP Options the Company will issue is 19,230,770 SPP Options.
The date by which the Company will issue the securities	The Company will issue the SPP Options as soon as reasonably practical after the Meeting, but in any event 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.
The issue price of the securities	The SPP Options will be issued for nil cash consideration but on the basis of one SPP Option for every two SPP Shares issued under the SPP Offer or the SPP Shortfall Offer.
The names of the persons to whom the Company will issue the securities (if known) or the basis upon which those persons will be identified or selected	The SPP Options will be issued to subscribers under the SPP or the SPP Shortfall Offer, none of whom will be related parties of the Company. It is also proposed, subject to Shareholder approval, to issue some of the SPP Options referred to above to Related Parties. Up to 865,383 SPP Options will be issued to Related Parties as outlined below in relation to Resolutions 8(a), 8(b), and 8(c) .
The terms of the securities	The SPP Options will be issued with an exercise price of 4 cents and an expiry date that is 24 months from the date of issue and otherwise on the terms and conditions set out in Annexure B to this Explanatory Memorandum.
The intended use of the funds raised	No funds will be raised from the issue of the SPP Options.

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The issue date	The SPP Options will be issued on one date as soon as reasonably practical following the Meeting.
Voting exclusion statement	A voting exclusion statement is included in the Notice in relation to Resolution 7.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 7.

Resolutions 8(a), 8(b), and 8(c) – Approval to issue some of the SPP Options to Related Parties

Entities related to Directors Mr Glenister Lamont and Mr Craig Mackay wish to participate in the SPP on the same basis as other Shareholders. Together these parties are referred to as the Related Parties .

An entity associated with Mr Lamont may subscribe for up to 576,923 Shares under the SPP and accordingly, may also subscribe for 288,461 SPP Options (being one SPP Option for every two Shares subscribed for under the SPP). Entities associated with Mr Mackay may subscribe for up to 1,153,846 Shares under the SPP and accordingly, may also subscribe for 576,922 SPP Options (being one SPP Option for every two Shares subscribed for under the SPP).

The entities associated with both Messrs Lamont and Mackay are related parties of the Company by virtue of being entities controlled by them.

If all of the SPP Options proposed to be issued to the Related Parties are exercised before the expiry date, the Company would receive subscription funds of approximately $34,615. Please note that this amount is included in the figure of $769,230 referred to above in relation to Resolution 7 and is not in addition to it.

Shareholders should note that if Resolutions 7 and 8 are passed, the maximum number of SPP Options the Company may issue is 19,230,770 SPP Options.

Listing Rules 10.11 and 10.13

Listing Rule 10.11 requires Shareholder approval by ordinary resolution for any issue of securities by a listed company to a related party (subject to specified exceptions). The Related Parties are able to subscribe for Shares under the SPP without seeking Shareholder approval in reliance on the exception in Listing Rule 10.12 Exception 8. However, approval for the issue of the SPP Options to each of the Related Parties is required under Listing Rule 10.11 as their issue does not fall within that exception.

The following information in relation to the SPP Options it is proposed be issued to the Related Parties the subject of Resolutions 8(a), 8(b), and 8(c) is provided to Shareholders for the purposes of Listing Rule 10.13:

	Resolution 8(a)	Resolution 8(b)	Resolution 8(c)
Name of person	Logmaor Pty Ltd an entity associated with Mr Lamont	Earth Science Solutions Pty Ltd, an entity associated with Mr Mackay	Warrego Investments Pty Ltd, an entity associated with Mr Mackay
Maximum number of securities to be issued	288,461 SPP Options	288,461 SPP Options	288,461 SPP Options
Date by which the Company will issue the securities	The SPP Options will be issued on one date as soon as reasonably practical following the Meeting. In any event, the SPP Options to be issued to the Related Parties no later than one month after the date of the Meeting, unless otherwise extended bywayof ASXgrantinga waiver to the ListingRules.
Issue price of securities and statement of terms of issue	The SPP Options will be issued for nil cash consideration but on the basis of one SPP Option for every two Shares issued under the SPP. The SPP Options will be issued with an exercise price of 4 cents and an expiry date that is 24 months from the date of issue and otherwise on the terms and conditions set out in Annexure B to this ExplanatoryMemorandum.

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Voting exclusion statement	A voting exclusion statement has been included in the Notice in relation to each of Resolutions 8(a), 8(b), and 8(c).
Intended use of the fund raised	No funds will be raised from the issue of the SPP Options.

If approval is given for the issue of the SPP Options to the Related Parties under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

• (a) the giving of the financial benefits falls within one of the nominated exceptions to the provision; or

• (b) Shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E of the Corporations Act, each of the Related Parties is a related party of the Company and the issue of SPP Options to those persons is a financial benefit for the purposes of section 208 of the Corporations Act.

Section 210 of the Corporations Act provides that shareholder approval under section 208 of the Corporations Act is not required if the financial benefit to be provided to the related party is on terms that would be reasonable in the circumstances if the company and the related party were dealing at arm's length or are less favourable to the related than those terms.

In the circumstances, the Directors (independent of Mr Lamont in respect of Resolution 8(a) and independent of Mr Mackay in respect of Resolutions 8(b), and 8(c)) have determined that the exception in section 210 of the Corporations Act applies as the SPP Options will be issued to the Related Parties on exactly the same terms as the other SPP Options being issued to non-related party participants in the SPP and accordingly, the provision of the financial benefit to the Related Parties will be on arm's length terms.

Resolutions 8(a), 8(b), and 8(c) are subject to Resolution 7 being passed. If Shareholders do not pass Resolution 7, the Company will not issue the SPP Options to the Related Parties.

Resolution 9 – Approval to issue any SPP Shortfall Shares

As explained above on page 5 of this Explanatory Memorandum, the SPP Shortfall Offer may be made to qualified, institutional, sophisticated or professional investors as a separate placement at the discretion of the Directors.

Listing Rules 7.1 and 7.3

As noted above, 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 Company seeks approval for the purposes of Listing Rule 7.1 to enable it to issue the SPP Shortfall Shares to any qualified, institutional, sophisticated or professional investors who subscribe for Shares under any SPP Shortfall Offer as it does not have the ability to do so under its 15% placement capacity under Listing Rule 7.1, which capacity has been used for the issue of the Shares under the Tranche 1 Placement.

The following information is provided to Shareholders in relation to Resolution 9 for the purposes of Listing Rule 7.3:

Maximum number of securities	The maximum number of SPP Shortfall Shares the Company will issue is 38,461,540.
The date by which the Company will issue the securities	The Company will issue the SPP Shortfall 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.

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The issue price of the securities	The SPP Shortfall Shares will be issued at 2.6 cents each.
The names of the persons to whom the Company will issue the securities (if known) or the basis upon which those persons will be identified or selected	The SPP Shortfall Shares will be issued to qualified, institutional, sophisticated and professional investors, who are not related parties of the Company.
The terms of the securities	The SPP Shortfall Shares will be issued as fully paid ordinary shares issued in the capital of the company and will rank equally in all respects with the Company's existing Shares on issue.
The intended use of the funds raised	The funds raised will be used as outlined under the heading "Use of capital raising funds" on page 5 of this Explanatory Memorandum.
The issue date	The SPP Shortfall Shares will be issued on one date 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.
Voting exclusion statement	A voting exclusion statement is included in the Notice in relation to Resolution 9.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 9.

Resolution 10 – Approval to issue Lead Manager Options

As noted above, Hartleys Limited acted as Sole Lead Manager to the Placement and will act as Lead Broker to the SPP.

Resolution 10 seeks Shareholder approval for the issue of 25,000,000 Lead Manager Options to Hartleys Limited (or its nominee(s)) in part consideration for services as Sole Lead Manager to the Placement and Lead Broker to the SPP. Hartleys Limited may nominate an entity or entities to be issued the Lead Manager Options, which may include third party brokers.

If all of the Lead Manager Options are exercised before the expiry date, the Company would receive subscription funds of $1,000,000.

Listing Rules 7.1 and 7.3

As noted above, 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 Company seeks approval for the purposes of Listing Rule 7.1 to enable it to issue the Lead Manager Options as it does not have the ability to do so under its 15% placement capacity under Listing Rule 7.1, which capacity has been used for the issue of the Shares under the Tranche 1 Placement.

The following information is provided to Shareholders in relation to Resolution 9 for the purposes of Listing Rule 7.3:

Maximum number of securities	The maximum number of Lead Manager Options the Company will issue is 25,000,000 Lead Manager Options.
The date by which the Company will issue the securities	The Company will issue the Lead Manager Options as soon as reasonably practical following the Meeting and in any event, 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.
The issue price of the securities	The Lead Manager Options will be issued for nil cash consideration in part consideration of services provided by Hartleys Limited in connection

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	with the Placement and the SPP.
The names of the persons to whom the Company will issue the securities (if known) or the basis upon which those persons will be identified or selected	The Lead Manager Options will be issued to Hartleys Limited or its nominees (none of whom will be related parties of the Company) pursuant to an offer under the Prospectus. Hartleys Limited may nominate an entity or entities to be issued the Lead Manager Options, which may include third party brokers.
The terms of the securities	The Lead Manager Options will be issued with an exercise price of 4 cents and an expiry date that is 24 months from the date of issue and otherwise on the terms and conditions set out in Annexure B to this Explanatory Memorandum.
The intended use of the funds raised	No funds will be raised from the issue of the Lead Manager Options.
The issue date	The Lead Manager Options will be issued on one date as soon as reasonably practical following the Meeting.
Voting exclusion statement	A voting exclusion statement is included in the Notice in relation to Resolution 10.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 10.

Glossary

$ means Australian dollars.

AEST means Australian Eastern Standard Time.

AMS BF means African Mining Services Burkina Faso SARL.

Associate has the meaning given to that term in the Listing Rules.

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

Ausdrill means Ausdrill Limited.

Ausdrill Agreement has the meaning given on page 2 of the Explanatory Memorandum.

Ausdrill International means Ausdrill International Pty Ltd.

Board means the Directors.

Cannings Purple Options means unlisted options with an exercise price of $0.07 and expiry date of 17 July 2020 and otherwise the terms and conditions set out in Annexure A,

Chair or Chairman means the individual elected to chair any meeting of the Company from time to time.

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

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

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Eligible Shareholders means a person registered as a holder of Shares as at 7.00pm AEST on 27 July 2018 whose registered address is in Australia, New Zealand, the United Kingdom, Singapore or Hong Kong.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

GMR BF means Golden Rim Resources Burkina Faso SARL.

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Issue Price A has the meaning given on page 2 of the Explanatory Memorandum.

Issue Price B has the meaning given on page 2 of the Explanatory Memorandum.

Kouri means the Company's Kouri Gold Project in Burkina Faso.

Lead Manager Options means unlisted options with an exercise price of $0.04 and an expiry date that is 24 months after the date of issue and otherwise on the terms and conditions set out in Annexure B.

Listing Rules means the ASX Listing Rules.

Meeting means the General Meeting convened by the Notice.

Notice means this Notice of General Meeting.

Paguanta means the Company’s Paguanta Project in Chile.

Placement means the Tranche 1 Placement and the Tranche 2 Placement.

Placement Option means unlisted options with an exercise price of $0.04 and an expiry date that is 24 months after the date of issue and otherwise on the terms and conditions set out in Annexure B.

Prospectus means a Prospectus for the offer the Placement Options, the SPP Options and the Lead Manager Options to be lodged with the Australian Securities and Investments Commission on or about 10 August 2018.

Related Parties has the meaning given on page 10 of the Explanatory Memorandum.

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.

SPP has the meaning given on page 5 of the Explanatory Memorandum.

SPP Option means unlisted options with an exercise price of $0.04 and an expiry date that is 24 months after the date of issue and otherwise on the terms and conditions set out in Annexure B.

SPP Shortfall Shares has the meaning given on page 5 of the Explanatory Memorandum.

SPP Shortfall Offer has the meaning given on page 5 of the Explanatory Memorandum.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Tranche 1 Placement has the meaning given on page 5 of the Explanatory Memorandum.

Tranche 2 Placement has the meaning given on page 5 of the Explanatory Memorandum.

USD means United States of America dollars.

VWAP means the volume weighted average price of trading in Shares on the ASX.

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Annexure A

Terms and Conditions of Canning Purple Options

• (a) Each Option shall confer the right to subscribe for one fully paid ordinary share in the capital of the Company ( Share ).

• (b) The exercise price for each Option is $0.07 ( Exercise Price ).

• (c) The Options will expire at 5.00pm AEST on the date that is 24 months after the date of issue ( Expiry Date ). Any Options that have not been validly exercised before the Expiry Date will lapse.

• (d) A certificate will be issued for the Options. On the reverse side of the certificate there will be endorsed a statement of the rights of the Option holder and a notice that is to be completed when exercising the Options ( Exercise Notice ).

• (e) The Options are exercisable at any time before the Expiry Date by the delivery to the registered office of the Company of the Exercise Notice and the Exercise Price in cleared funds. The Exercise Notice and cleared funds must be received before the Expiry Date. The Options must be exercised in whole or in part. If the Options are exercised in part each Exercise Notice must be for not less than 800,000 Shares and in multiples of 800,000 Shares.

• (f) After an Option is validly exercised, the Company must as soon as possible following receipt of the Exercise Notice and receipt of cleared funds equal to the subscription monies due:

• (i) issue the Shares;

• (ii) if required, give the Australian Securities Exchange a notice that complies with section 708A(5)(e) of the Corporations Act 2001 (Cth), or, if the Company is unable to issue such a notice, lodge with the Australian Securities and Investments Commission a prospectus prepared in accordance with the Corporations Act 2001 (Cth) and do all things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX by no later than 15 business days after the date of exercise of the Option.

• (g) There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled to participate in any new issues of capital that may be offered to shareholders during the currency of the Options.

• (h) Option holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company, made during the currency of the Options.

• (i) In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules of the Australian Securities Exchange, but in all other respects, the terms of exercise will remain unchanged.

• (j) The Options are transferable but all Options must be transferred. Options are not transferable in part.

• (k) There is no right to change the exercise price of Options nor the number of underlying Shares over which the Options can be exercised, if the Company completes a bonus or pro-rata issue.

• (l) Application will not be made for official quotation of the Options on the Australian Securities Exchange.

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Annexure B

Terms and Conditions of Placement Options, SPP Options and Lead Manager Options

• (a) Each Option shall confer the right to subscribe for one fully paid ordinary share in the capital of the Company ( Share ).

• (b) The exercise price for each Option is $0.04 ( Exercise Price ).

• (c) The Options will expire at 5.00pm AEST on the date that is 24 months from the date of issue ( Expiry Date ). Any Options that have not been validly exercised before the Expiry Date will lapse.

• (d) A holding statement will be issued for the Options. On the reverse side of the certificate there will be endorsed a statement of the rights of the Option holder and a notice that is to be completed when exercising the Options ( Exercise Notice ).

• (e) Subject to paragraph (m), the Options are exercisable at any time before the Expiry Date by the delivery to the registered office of the Company of the Exercise Notice and the Exercise Price in cleared funds. The Exercise Notice and cleared funds must be received by the Company before the Expiry Date. The Options must be exercised in whole or in part. If the Options are exercised in part each Exercise Notice must be for not less than 100,000 Shares and in multiples of 100,000 Shares.

• (f) After an Option is validly exercised, the Company must as soon as possible following receipt of the Exercise Notice and receipt of cleared funds equal to the subscription monies due:

• (i) issue the Shares; and

• (ii) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX by no later than 15 business days after the date of exercise of the Option.

• (g) There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled to participate in any new issues of capital that may be offered to shareholders during the currency of the Options.

• (h) Option holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company, made during the currency of the Options.

• (i) In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules of the Australian Securities Exchange, but in all other respects, the terms of exercise will remain unchanged.

• (j) The Options are transferable, but all Options must be transferred. Options are not transferable in part.

• (k) There is no right to change the exercise price of Options nor the number of underlying Shares over which the Options can be exercised, if the Company completes a bonus or pro-rata issue.

• (l) Application will not be made for official quotation of the Options on the Australian Securities Exchange.

• (m) The exercise of the Options by an Option holder is subject at all times to the Corporations Act 2001 (Cth).

Golden Rim Resources Ltd – Notice of General Meeting September 2018

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