ASARA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2019

Apr 8, 2019

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

Date of Meeting 9 May 2019

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.

Golden Rim Resources Ltd

ABN 39 006 710 774

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 9 May 2019 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

Proposed acquisition of Goueli and Margou Permits (Resolutions 1 and 2)

Resolution 1 – Approval to issue Consideration Shares to the Lafi Gold Sellers

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 71,130,938 Consideration Shares at a deemed issue price of $0.016 per Consideration Share to the Lafi Gold Sellers 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 1 by each of the Lafi Gold Sellers, or a person 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 2 – Approval to grant NDL Option to Nicolas De Lesguern

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 grant of the NDL Option to Nicolas De Lesguern 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 2 by Nicolas De Lesguern, or a person 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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Capital raising (Resolutions 3 – 5)

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 12 March 2019 of 70,546,921 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 12 March 2019 of 47,031,079 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 55,498,960 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.

Corporate adviser Shares (Resolutions 6 and 7)

Resolution 6 – Approval to issue Shares to Hartleys Limited

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 6,500,000 Shares to Hartleys Limited (or its nominee(s)) in part consideration of corporate advisory services and otherwise 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 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 Shares to Adelaide Equity Partners Limited

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 2,200,000 Shares to Adelaide Equity Partners Limited (or its nominee(s)) in part consideration of corporate advisory services and otherwise 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 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.

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: 4 April 2019

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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.

• 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 the proposed Resolutions. These rules are explained in this Notice.

• Proxies must be received by 12.00pm (AEST) on 7 May 2019 . 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

Shareholders who are entitled to vote

• 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.

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 7 May 2019.

• 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.

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ABN 39 006 710 774

Golden Rim Resources Ltd

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.

Resolutions 1 and 2 – Proposed acquisition of Goueli and Margou Permits

Background

The Company announced to ASX on 27 March 2019 that it had entered into a Share Purchase Agreement with Westward Investments Limited, Talon Management Limited, Sommer Consulting Limited, Uvumbuzi Resources Limited and Nicolas De Lesguern ( NDL ) to acquire two exploration permits, Goueli and Margou, that adjoin the Company's 100% owned Kouri Gold Project ( Kouri ) in Burkina Faso, through the acquisition of Lafi Gold Limited ( Lafi Gold ) and Nemaro Gold SARL ( Nemaro ). The Share Purchase Agreement is the definitive agreement that was contemplated by, and now replaces, the Heads of Agreement announced to ASX on 11 December 2018 and 31 January 2019.

The Margou permit is held, and the Goueli permit will be held, in Lafi Gold's 85% owned Burkina Faso subsidiary, Nemaro. Golden Rim will acquire the remaining 15% of the issued capital of Nemaro directly from NDL in consideration for the cash sum of USD91,535.[1] By the acquisition of 100% of Lafi Gold (which holds 85% of Nemaro) and the remaining 15% of Nemaro, Golden Rim will acquire an interest in 100% of the Margou and Goueli permits.

In consideration for acquisition of the Lafi Gold shares, Golden Rim has agreed that it will issue 71,130,938 Shares ( Consideration Shares ) to the Lafi Gold Sellers, subject to obtaining Golden Rim Shareholder approval. Resolution 1 seeks Shareholder approval to issue the Consideration Shares.

Further, subject to shareholder approval and subject to completion of the sale and purchase of Lafi Gold and the Nemaro Shares ( Completion ) taking place, the Company will grant NDL an option to acquire 7,903,437 Shares at an exercise price of $0.016 per Share for a period of six months following Completion ( NDL Option ). The exercise of the NDL Option will be subject to NDL complying with the Burkina Faso regulations. If the NDL Option is exercised, and the Option Shares are issued, the Option Shares will be subject to escrow for six months following their issue. Resolution 2 seeks Shareholder approval to grant the NDL Option.

Following completion of the acquisition, the Lafi Gold Sellers are expected to collectively hold 9.8% of the issued capital of Golden Rim. Details of the voting power of each of the Lafi Gold Sellers following completion of the acquisition are set out in the table below:

LafiGold Seller and Associates	Consideration Shares	**Voting Power **
Westward Investments Limited and Sommer Consulting Limited (these Lafi Gold Sellers are Associates in relation to the Company for the purposes of the Corporations Act)	57,690,036 (53,738,712 plus 3,951,324)	8.0% (7.4% plus 0.6%)
Talon ManagementLimited	9,489,578	1.3%
Uvumbuzi ResourcesLimited	3,951,324	0.6%

1 Equal to $126,455 at an exchange rate of 0.723851

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Note:

1. Assumes that Resolutions 5 (Shares under Tranche 2 Placement), 6 (Shares to Hartleys Limited) and 7 (Shares to Adelaide Equity Partners Limited) are passed by Shareholders and the maximum number of securities that may be issued pursuant to those Resolutions are issued.

2. Apparent errors of summation are due to rounding.

The Company has been advised that other than Westward Investments Limited and Sommer Consulting Limited, none of the Lafi Gold Sellers are Associates, nor will they be Associates following completion of the acquisition of Lafi Gold, and will not have a relevant interest in each other’s Shares for the purposes of the Corporations Act.

The Pella Group (the largest shareholder of Lafi Gold via Westward Investments Limited) will nominate a representative to the Board of Golden Rim. This right of Westward Investments Limited to nominate a nominee director to the Golden Rim Board will cease, and the Board (in the absence of the nominee director) may require that the nominee director appointed by Westward Investments Limited immediately resigns from the Board if Westward Investments Limited, Talon Management Limited, Sommer Consulting Limited and Uvumbuzi Resources Limited (together with their Related Parties) cease to hold in aggregate at least 9% of the issued voting share capital of the Company during Year 1 and 10% of the issued voting share capital of the Company at any time after Year 1. As at the date of this Notice, the Company has been informed that it is intended that Hayden Sommer will be nominated as the representative of Westward Investments Limited on the Board. Mr Sommer, through Sommer Consulting Limited, provides management consulting services and guidance to the Pella Group.

Goueli and Margou Permits

The highly prospective Samira Hill shear zone that hosts Golden Rim’s 1.4Moz Mineral Resource[2] at Kouri extends for a further 24km directly into the Goueli and Margou permits. Following completion of the proposed transaction, the Company’s control over the highly prospective Samira Hill shear zone will increase from 16km to 40km and provide significant potential to expand the existing Mineral Resource base.

The Goueli and Margou exploration permits cover an area of 185.13km[2] . They lie directly adjacent to the eastern boundary of the Company’s Kouri permit. The combined permit package increases the Kouri project area to 242.02km[2] .

Share Purchase Agreement

As noted above, Golden Rim and the Lafi Gold Sellers have entered into a Share Purchase Agreement for the sale and purchase of Lafi Gold and the sale and purchase of the Nemaro Shares.

In consideration for the Lafi Gold shares, Golden Rim has agreed it will issue 71,130,938 Consideration Shares to the Lafi Gold Sellers at a deemed issue price of $0.016 per Consideration Share, which is equal to the 15-day VWAP of Golden Rim's shares on ASX over the 15 trading days immediately prior to 7 December 2018. The Consideration Shares will be voluntarily escrowed for a period of 12 months (in the case of Westward Investments Limited, Talon Management Limited and Sommer Consulting Limited) and 6 months in the case of Uvumbuzi Resources Limited.

In consideration for the Nemaro Shares (held by NDL), Golden Rim has agreed to pay NDL USD91,535.

Golden Rim has agreed to pay any duty assessable in respect of the sale and purchase of the Lafi Gold shares and/or the Nemaro Shares and has separately agreed to pay any Burkina Faso capital gains tax payable by the Lafi Gold Sellers or NDL or otherwise attributable to Nemaro arising from the sale and purchase of the Lafi Gold shares and the Nemaro Shares up to a maximum amount of USD100,000. Under Burkina Faso law, the payment of any capital gains tax is triggered by execution of the Share Purchase Agreement and accordingly, Golden Rim may be required to pay capital gains tax in advance of Completion.

2 The information in this Explanatory Memorandum relating to Mineral Resources is extracted from the announcement titled "1.4 Million Oz of Gold in Upgraded Kouri Mineral Resource" dated 3 December 2018, and has been reported in accordance with the 2012 edition of the JORC Code. This announcement is available on the Company’s website (www.goldenrim.com.au). The Company confirms that it is not aware of any new information or data that materially affects the information included in this Explanatory Memorandum.

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Completion will be subject to the satisfaction (or waiver, if capable of waiver) of a number of conditions by 30 June 2019 (or such later date agreed between the parties) including the material conditions outlined below and other conditions customary for a transaction of this nature. Some of the conditions relate to restructure steps which Lafi Gold will be required to take prior to Completion, including the transfer of the Goueli permit to Nemaro and Nemaro being the sole legal and beneficial holder of the Goueli and Margou permits.

Other material conditions include:

• (a) Golden Rim completing all legal, financial, technical, taxation and commercial due diligence concerning Lafi Gold and its business assets and liabilities, including but not limited to Nemaro and the Goueli and Margou permits to its satisfaction in its sole and absolute discretion and being satisfied in its sole and absolute discretion with the contents of any permitted addendum to the disclosure letter as permitted by the Share Purchase Agreement;

• (b) Golden Rim obtaining all necessary shareholder approvals to proceed with the proposed acquisition of Lafi Gold, including under ASX Listing Rule 7.1 for the issue of the Consideration Shares (this is the approval sought pursuant to Resolution 1 accordingly, if Resolution 1 is not passed by Shareholders, the proposed acquisition of Lafi Gold will not proceed under the terms of the current Share Purchase Agreement);

• (c) the receipt of Golden Rim Board approval for the transaction and the grant of all necessary consents and approvals for the transaction;

• (d) there being no material adverse change to the Goueli or Margou permits, or the assets or liabilities of Lafi Gold or Nemaro between the date of the Share Purchase Agreement and Completion; and

• (e) the Goueli and Margou permits being in full force and effect and not liable to cancellation, forfeiture, appropriation, non-renewal or non-grant for any reason at Completion.

The Share Purchase Agreement contains all provisions customary and reasonable for a transaction of this nature (including representations, warranties and indemnities by the Lafi Gold Sellers and NDL, subject to customary and reasonable limitations).

It is intended that Completion will take place 5 business days after all conditions have been satisfied or waived (if capable of waiver) or on such other date agreed by the parties. Golden Rim's acquisition of the Lafi Shares and the Nemaro Shares will be interdependent.

Golden Rim has also agreed to grant the NDL Option subject to Completion taking place and subject to Shareholder approval (this is the approval sought pursuant to Resolution 2). If Shareholder approval for the purposes of Listing Rule 7.1 is not obtained for the grant of the NDL Option and/or Completion does not take place, the NDL Option will not be granted to NDL.

Effect of the Proposed Acquisition of Lafi Gold and the Nemaro Shares on the Company

The pro-forma capital structure of the Company on completion of the proposed acquisition of Lafi Gold and the Nemaro Shares (assuming no further Shares are issued by the Company before that time other than the Shares the subject of Resolutions 5, 6 and 7 of this Notice and on an undiluted basis) is set out in the table below:

Shares	Number	%
Shares on issue prior to Completion (assumes all Shares the subject of Resolutions 5, 6 and 7 of this Notice are issued prior to Completion)	652,089,772	90.16%
Consideration Shares	71,130,938	9.84%
Total	723,220,710	100.00%*

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Options	Number	%
Options on issue as at the date of this Notice	121,160,563	93.88%
NDL Option	7,903,437	6.12%
Total	129,064,000	100.00%

The principle effects on the Company’s consolidated statement of financial position will be that non-current assets will increase by $1,264,550 (being the value of the Goueli and Margou permits), cash will decrease by $126,455 plus any transaction costs, including capital gains tax, that becomes payable, and total equity interests will increase by $1,138,095 less any capital gains tax paid.

If the NDL Option is exercised, cash will increase by $126,455 and total equity interests will increase by a corresponding amount.

As a mineral exploration company, the Company is not yet earning material revenue (or generating profits) from operations. Budgeted exploration expenditure is not expected to materially change as a result of the proposed acquisition.

Resolution 1 – Approval to issue Consideration Shares to Lafi Gold Sellers

Listing Rules 7.1 and 7.3

Resolution 1 seeks Shareholder approval for the purposes of Listing Rule 7.1 to issue the Consideration Shares to the Lafi Gold Sellers.

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. The Consideration Shares exceed the Company's capacity under Listing Rule 7.1 and accordingly, Shareholder approval is sought for their issue.

The following information is provided to Shareholders in relation to Resolution 1 for the purposes of Listing Rule 7.3:

Maximum number of securities		The maximum number of Consideration Shares the Company will issue is 71,130,938.	The maximum number of Consideration Shares the Company will issue is 71,130,938.
The date by which the Company will issue the securities		The Company will issue the Shares at Completion, 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 Consideration Shares will be issued at a deemed issue price equal to $0.016 per Consideration Share (which is equal to the VWAP of Shares on ASX over the 15 Trading Days immediately prior to 7 December 2018).
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 Consideration Shares will be follows:	issued to the Lafi Gold Sellers as No. of Consideration Shares 53,738,712 9,489,578 3,951,324 3,951,324
		Name	No. of Consideration Shares
		Westward Investments Limited	53,738,712
		Talon Management Limited	9,489,578
		Sommer Consulting Limited	3,951,324
		Uvumbuzi Resources Limited	3,951,324

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	None of these entities are related parties of the Company.
The terms of the securities	The Consideration 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 Consideration Shares issued to Westward Investments Limited, Talon Management Limited and Sommer Consulting Limited will be voluntarily escrowed for 12 months from the date of issue. The Consideration Shares issued to Uvumbuzi Resources Limited will be voluntarily escrowed for 6 months from the date of issue.
The intended use of the funds raised	No funds will be raised by the issue of the Consideration Shares as they will be issued in consideration for the acquisition of 85% of the Goueli and Margou Permits, which will be acquired through the acquisition of Lafi Gold.
Issue date	The Consideration Shares will be issued on Completion (subject to Completion taking place).
Voting exclusion statement	A voting exclusion statement is included in the Notice in relation to Resolution 1.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 1 so that Completion can take place, increasing the Company’s control over the highly prospective Samira Hill shear zone from 16km to 40km and provide significant potential to expand the existing Mineral Resource base.

Resolution 2 – Approval to grant NDL Option

Listing Rules 7.1 and 7.3

Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 to grant the NDL Option to NDL.

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. The Company seeks approval for the purposes of Listing Rule 7.1 to enable it to issue the NDL Option without using the Company's 15% placement capacity.

The effect of the issue of the NDL Option on the capital structure of the Company if all 7,903,437 Shares are issued is summarised in the table set out on page 4 of this Explanatory Memorandum

The following information is provided to Shareholders in relation to Resolution 1 for the purposes of Listing Rule 7.3:

Maximum number of securities	The NDL Option is convertible into 7,903,437 Shares. The NDL Option may only be exercised for all of the Option Shares.
The date by which the Company will issue the securities	The Company will grant the NDL Option at Completion, 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 NDL Option will be issued for nil cash consideration pursuant to the terms of the proposed acquisition of the Nemaro Shares. The NDL Option will be convertible into 7,903,437 shares at an exercise price of $126,455, being $0.016 per Option Share (which is equal to the VWAPofShares on ASXoverthe15TradingDaysimmediately priorto

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	7 December 2018).
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 NDL Option will be issued to Nicolas Des Lesguern. Nicolas Des Lesguern is not a related party of the Company.
The terms of the securities	The terms and conditions of the NDL Option are set out in Annexure A to this Explanatory Memorandum.
The intended use of the funds raised	No funds will be raised by the grant of the NDL Option as it is being issued in connection with the acquisition of 15% of the Goueli and Margou Permits, which will be acquired through the acquisition of the Nemaro Shares. If the NDL Option is exercised, the Company will raise $126,455, which will be used for general working capital purposes.
Issue date	The NDL Option will be issued on Completion (subject to Completion taking place).
Voting exclusion statement	A voting exclusion statement is included in the Notice in relation to Resolution 2.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 2 as it will enable NDL to convert the consideration he is paid under the Share Purchase Agreement to equity in the Company, thereby raising further funds for the Company to expend on exploration.

Resolutions 3 to 5 – Capital Raising

Background

On 4 March 2019, the Company announced that it had completed a bookbuild for a placement to unrelated, qualified, institutional, sophisticated and professional investors to raise approximately $2.25 million (before costs) that would be undertaken in two tranches as follows:

• (a) on 12 March 2019, 117,578,000 Shares were issued at an issue price of 1.3 cents per Placement Share to raise approximately $1.52 million (before costs) under the Company’s Listing Rule 7.1 placement capacity (70,546,921 Shares) and Listing Rule 7.1A additional placement capacity (47,031,079 Shares) ( Tranche 1 Placement ); and

• (b) up to of 55,498,960 Shares also at an issue price of 1.3 cents per Share to raise an additional approximate $721,000 (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 ).

Hartleys Limited acted as Lead Manager and Adelaide Equity Partners Limited acted as Co-Manager to the Placement.

Use of capital raising funds

The funds raised under the Placement will be used for work programs at Kouri. In particular, the funds will be used for the following key activities:

• reverse circulation and diamond drilling;

• exploration work, including trenching and auger drilling;

• completion of the acquisition of the Goueli and Margou permits; and

• general working capital.

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Indicative capital structure

If passed, Resolution 5 will have an impact on the capital structure of the Company. This impact is summarised in the table below and assumes that Resolutions 1 (Consideration Shares), 5 (Shares under Tranche 2 Placement) 6 (Shares to Hartleys Limited) and 7 (Shares to Adelaide Equity Partners Limited) in this Notice are passed by Shareholders and the maximum number of securities that may be issued pursuant to those Resolutions are issued. The proposed issue of securities under Resolutions 1 and 5 will not affect the number of Options on issue, details of which are set out in the table on page 4.

Shares	Number	%
Shares on issue as at the date of the Notice	587,890,812	81.29
Consideration Shares (Resolution 1)	71,130,938	9.84
Maximum number of Shares that may be issued under the Tranche 2 Placement (Resolution 5)	55,498,960	7.67
Maximum number of Shares that may be issued to Hartleys Limited (Resolution 6)	6,500,000	0.90
Maximum number of Shares that may be issued to Adelaide Equity Partners Limited (Resolution 7)	2,200,000	0.30
Total Shares	723,220,710	100.00%

Resolutions 3 and 4 – Ratification of Tranche 1 Placement

The Company completed the Tranche 1 Placement on 12 March 2019, issuing 117,578,000 Shares to raise $1.52 million (before costs). 70,546,921 Shares were issued using the Company’s placement capacity under Listing Rule 7.1, and 47,031,079 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	70,546,921 Shares were issued using the Company's 15% placement capacity. 47,031,079 Shares were issued using the Company's 10% placement capacity.
The price at which the securities were issued	1.3 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.
The name of the persons to whom the Company issued the securities or the basis on which those persons	The Shares were issued to qualified, institutional, sophisticated and professional investors who participated in the Tranche 1 Placement of which Hartleys Limited acted as Lead Manager and Adelaide Equity PartnersLimited acted as Co-Manager. None ofthe participantswere

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were determined	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 6 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 55,498,960 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 7 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 55,498,960 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 1.3 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 who participated in the Tranche 2 Placement of which Hartleys Limited acted as Lead Manager and Adelaide Equity Partners Limited acted as Co-Manager. None of the participants 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 6 of this Explanatory Memorandum.
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.

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Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 5 so that the Company can proceed with Tranche 2 of the Placement and raise further funds for the Company to be used for the activities set out on page 6 of this Explanatory Memorandum under the heading "Use of capital raising funds".

Resolutions 6 and 7 – Corporate adviser Shares

Resolution 6 – Approval to issue Shares to Hartleys Limited

The Company has extended an existing mandate with Hartleys Limited for the provision of corporate advisory services to the Company until 14 March 2020. Subject to obtaining Shareholder approval, the Company has agreed to issue Hartleys Limited (or its nominee(s)) 6,500,000 Shares at a deemed issue price of 1.3 cents per Share in part consideration for corporate advisory services rendered over a period of 18 months and to be provided for a further period of 12 months by Hartleys Limited to the Company. Issuing Shares in part consideration of corporate advisory services is a means for the Company to preserve cash and to direct such cash toward exploration activities.

The effect (on an undiluted basis) of the proposed issue of Shares to Hartleys Limited on the capital structure of the Company is summarised in the table under the heading "Indicative Capital Structure" on page 7 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 to Hartleys Limited (or its nominee(s)) 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 Shares the Company will issue is 6,500,000 Shares.
The date by which the Company will issue the securities	The Company will issue the Shares 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 Shares will be issued for nil cash consideration in part consideration of corporate advisory services that have been and will be provided by Hartleys Limited to the Company. The deemed issue price of the Shares is 1.3 cents.
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 Hartleys Limited or its nominees (none of whom will be 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	No funds will be raised from the issue of the Shares.
The issue date	The Shares will be issued on one date as soon as reasonably practical following the Meeting.

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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 as it will enable the Company to preserve cash and to direct such cash toward exploration activities.

Resolution 7 – Approval to issue Shares to Adelaide Equity Partners Limited

The Company has engaged Adelaide Equity Partners Limited to act as investor relations and corporate advisor to the Company on a non-exclusive basis for an initial period of six months. Subject to obtaining Shareholder approval, the Company has agreed to issue Adelaide Equity Partners Limited (or its nominee(s)) 2,200,000 Shares at a deemed issue price of 1.3 cents per Share in part consideration for the investor relations and corporate advisory services to be provided by Adelaide Equity Partners Limited to the Company for a period of 6 months. Issuing Shares in part consideration of corporate advisory services is a means for the Company to preserve cash and to direct such cash toward exploration activities.

The effect (on an undiluted basis) of the proposed issue of Shares to Adelaide Equity Partners Limited on the capital structure of the Company is summarised in the table under the heading "Indicative Capital Structure" on page 7 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 to Adelaide Equity Partners Limited (or its nominee(s)) 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 Shares the Company will issue is 2,200,000 Shares.
The date by which the Company will issue the securities	The Company will issue the Shares 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 Shares will be issued for nil cash consideration in part consideration of investor relations and corporate advisory services provided by Adelaide Equity Partners Limited to the Company.
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 Adelaide Equity Partners Limited or its nominees (none of whom will be 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	No funds will be raised from the issue of the Shares.
The issue date	The Shares will be issued on one date as soon as reasonably practical following the Meeting.

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	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 as it will enable the Company to preserve cash and to direct such cash toward exploration activities.

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Glossary

$ means Australian dollars.

AEST means Australian Eastern Standard Time.

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.

Board means the directors of the Company.

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

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

Completion has the meaning set out on page 1 of the Explanatory Memorandum.

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

Corporations Act means Corporations Act 2001 (Cth).

Dispose has the meaning given that that term in the Listing Rules.

Exercise Price means $126,455.

Expiry Date means the date that is six months after the date of Completion,

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

HoA means the binding heads of agreement between Golden Rim, Westward Investments Limited, Talon Management Limited, Sommer Consulting Limited and Uvumbuzi Resources Limited dated 11 December 2018 as amended by Deed Variation dated 29 January 2019 and letter agreement dated 13 February 2019.

Holding Lock has the meaning given to that term in the Listing Rules.

Immediately Available Funds means cash, bank cheque or telegraphic or other electronic means of transfer of cleared funds into a bank account.

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

Lafi Gold means Lafi Gold Limited, a company incorporated in Guernsey.

Lafi Gold Sellers means Westward Investments Limited, Talon Management Limited, Sommer Consulting Limited and Uvumbuzi Resources Limited.

Listing Rules means the ASX Listing Rules.

Meeting means the General Meeting convened by the Notice.

NDL means Nicolas Des Lesguern.

NDL Option means the option described on page 1 of the Explanatory Memorandum, the terms and conditions of which are set out in the Annexure to this Explanatory Memorandum.

Nemaro means Nemaro Gold SARL, a company incorporated in Burkina Faso.

Nemaro Shares means 15 fully paid ordinary shares issued in the capital of Nemaro, representing 15% of the issued capital of Nemaro.

Notice means this Notice of General Meeting.

Option means an option to acquire a Share.

Option Shares means 7,903,437 Shares at an issue price of $0.016 per Share.

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

Related Party has the meaning given to that term in the Corporations Act.

Resolution means a resolution contained in the Notice.

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

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

Share Purchase Agreement means the share purchase agreement between Golden Rim, Westward Investments Limited, Talon Management Limited, Sommer Consulting Limited, Uvumbuzi Resources Limited and Nicolas De Lesguern dated 27 March 2019.

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 6 of the Explanatory Memorandum.

Tranche 2 Placement has the meaning given on page 6 of the Explanatory Memorandum.

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

Year 1 means the period commencing on the date of Completion and ending on the date that is 12 calendar months after the date of Completion.

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Annexure – Terms and Conditions of NDL Option

1. Condition

• (a) The NDL Option may only be exercised if NDL has demonstrated to the Company (to be decided by the Company in its sole and absolute discretion acting reasonably) that he has complied with article 10 of regulation 09/2010/CM/UEMOA[3] dated October 1, 2010, including but not limited to, demonstrating that he has obtained the authorisation of the Minister in charge of Finance in Burkina Faso for the acquisition of the Option Shares.

• (b) If the condition specified in clause 1(a) is not satisfied before the Expiry Date the NDL Option shall lapse and neither the Company nor NDL shall have any claim against the other in relation to the NDL Option.

2. Voluntary Escrow

NDL agrees that the Options Shares will be voluntarily escrowed for six months from their date of issue, during which period NDL must not Dispose of the Option Shares and NDL agrees to the application of a Holding Lock and agrees to do all things and execute further documents to give full effect to the voluntary escrow of the Option Shares during the escrow period.

3. Option Period

The NDL Option may only be exercised after the date on which the condition set out in clause 1(a) is satisfied and on or before the Expiry Date and if the NDL Option is not exercised on or before the Expiry Date, it shall lapse. For the purposes of this clause 3, the date of exercise of the NDL Option is the date on which NDL serves the Exercise Notice on the Company (accompanied by payment into an account nominated by the Purchaser of an amount equal to the Exercise Price in Immediately Available Funds and the voluntary escrow agreement contemplated by clause 2) and not the date on which the Company is deemed to receive the Exercise Notice in accordance with the notice provisions under the Share Purchase Agreement.

4. Exercise of the NDL Option

The NDL Option can be exercised only by NDL giving the Company an exercise notice in accordance with the notice provisions under the Share Purchase Agreement, which must include:

• (a) the date on which the Exercise Notice is given;

• (b) a statement to the effect that NDL is exercising the NDL Option;

• (c) a statement that NDL agrees that upon the issue of the Option Shares to him, he agrees to become a member of the Purchaser and to be bound by the Purchaser's constitution;

• (d) a representation and warranty to the Purchaser that NDL has obtained all necessary consents and approvals for the issue of the Option Shares in his name;

• (e) a signature by NDL,

( Exercise Notice ) and must be accompanied by payment into an account nominated by the Purchaser of an amount equal to the Exercise Price in Immediately Available Funds and a voluntary escrow agreement, in a form acceptable to the Company, duly executed by NDL to give effect to the voluntary escrow obligations set out in clause 2. The NDL Option may only be exercised for all of the Option Shares and once given, an Exercise Notice cannot be revoked.

5. Company's obligations following exercise

After the NDL Option is validly exercised, the Company must:

3 A regulation related to external financial relationships of the member States of the West African Economic and Monetary Union (WAEMU).

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• (a) issue the Option Shares to NDL and deliver to NDL a holding statement for the Option Shares;

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

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

6. Not transferable

The NDL Option is not assignable or transferable.

7. No participating rights or entitlements

There are no participating rights or entitlements inherent in the NDL Option and NDL will not be entitled to participate in new issues of capital offered to shareholders during the currency of the NDL Option unless the NDL Option is first exercised in accordance with these terms and conditions. If required by the Listing Rules, NDL will be notified of the proposed issue in accordance with the Listing Rules.

8. Reorganisation

In the event of any reorganisation (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, the rights of NDL will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

9. Bonus or other issues to Company shareholders

The number of Option Shares and Exercise Price of the NDL Option remains the same regardless if the Company makes a bonus issue of Shares or other securities to the Company's shareholders.

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