ASARA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2020

Jul 7, 2020

==> picture [165 x 97] intentionally omitted <==

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

Date of Meeting 12 August 2020

Time of Meeting 1.00pm AEST

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

IMPORTANT INFORMATION REGARDING COVID19

As at the date of this Notice of Meeting, a State of Emergency has been declared in Victoria to help limit the spread of coronavirus (COVID19).

Accordingly, if you choose to attend the Meeting, please advise the Company Secretary of your intention to do so (M: 0409 880 009)

A Proxy Form is enclosed and you are strongly encouraged to complete and return it 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 12 August 2020 at 1.00pm 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

Tranche 1 Placement (Resolutions 1 and 2)

Resolution 1 – Ratification of issue of Shares and Placement Options 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 29 June 2020 of 41,666,667 Shares and 83,333,333 attaching Placement Options on the basis of one Placement Option for every two Shares subscribed for under the Tranche 1 Placement on the terms and conditions set out in the Explanatory Memorandum including Annexure A to the Explanatory Memorandum. ”

Resolution 2 – Ratification of issue of Shares 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 29 June 2020 of 125,000,000 Shares on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement for Resolutions 1 and 2 : The Company will disregard any votes cast in favour of each of Resolutions 1 and 2 by or on behalf of a person who participated in the issue the subject of the relevant Resolution or an Associate of those persons. However, this does not apply to a vote cast in favour of the relevant Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

1

Tranche 2 Placement (Resolutions 3 – 5)

Resolution 3 – Approval to issue Shares and 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 for all other purposes, Shareholders approve the issue of up to 248,356,284 Shares and 124,178,142 attaching Placement Options on the basis of one Placement Option for every two Shares subscribed for under the Tranche 2 Placement on the terms and conditions set out in the Explanatory Memorandum including Annexure A to the Explanatory Memorandum.”

Voting exclusion statement for Resolution 3 : The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue the subject of the Resolution (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an Associate of those persons. However, the Company need not disregard a vote cast in favour of the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 4 – Approval to issue Shares and Placement Options to Principal Nominees Limited

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

"That, under and for the purpose of Listing Rule 10.11 and for all other purposes, the Directors are authorised to issue up to 24,600,000 Shares and 12,300,000 attaching Placement Options to Principal Nominees Limited, an entity associated with Mr Adonis Pouroulis, a Director of the Company, on the terms and conditions set out in the Explanatory Memorandum including Annexure A to the Explanatory Memorandum."

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Principal Nominees Limited and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an Associate of those persons. However, this does not apply to a vote cast in favour of Resolution 4 by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chairman of the meeting as proxy or attorney for a person who is entitled to vote on the resolution in accordance with a direction given to the Chairman to vote as the Chairman decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

2

Resolution 5 – Approval to issue Shares and Placement Options to Warrego Investments Pty Ltd

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

"That, under and for the purpose of Listing Rule 10.11 and for all other purposes, the Directors are authorised to issue up to 3,000,000 Shares and 1,500,000 attaching Placement Options to Warrego Investments Pty Ltd, a company controlled by Mr Craig Mackay, a Director of the Company, 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 or on behalf of Warrego Investments Pty Ltd and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an Associate of those persons. However, this does not apply to a vote cast in favour of Resolution 5 by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chairman of the meeting as proxy or attorney for a person who is entitled to vote on the resolution in accordance with a direction given to the Chairman to vote as the Chairman decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Broker Options (Resolution 6)

Resolution 6 – Approval to issue Broker 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 for all other purposes, Shareholders approve the issue of up to 16,541,680 Broker Options on the terms and conditions set out in the Explanatory Memorandum including Annexure B to the Explanatory Memorandum.”

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

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

3

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

==> picture [118 x 64] intentionally omitted <==

Hayley Butcher

General Manager, Corporate & Company Secretary

Dated: 3 July 2020

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

4

How to vote

proposed Resolutions. These rules are explained in this Notice.

Shareholders can vote by either:

• 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; or

• Proxies must be received by 1.00pm AEST on Monday, 10 August 2020 . Proxies received after this time will be invalid. Proxies may be lodged using any of the following methods:

  • Online : www.linkmarketservices.com.au

• 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.

IMPORTANT INFORMATION REGARDING COVID19: As

at the date of this Notice, a State of Emergency has been declared in Victoria to help limit the spread of coronavirus (COVID19). Accordingly, if you choose to attend the Meeting, please advise the Company Secretary of your intention to do so (M: 0409 880 009)

Voting by proxy

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

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

• A proxy need not be a Shareholder. The proxy can be either an individual or a body corporate.

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

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

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

• 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.

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

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.

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 Monday, 10 August 2020.

• 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

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

5

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.

Background to Resolutions

On 18 June 2020, the Company announced that it had received commitments from qualified, institutional, sophisticated and professional investors to raise approximately $2.7 million (before costs) through the issue of 442,622,951 Shares at an issue price of $0.0061 per Share, with one attaching Placement Option for every two Shares subscribed for ( Placement ). The Placement included participation by Directors (and/or their nominees), who subscribed for 27,600,000 Shares and 13,800,000 attaching Placement Options.

The Placement will be undertaken in two tranches:

• On 29 June 2020, 166,666,667 Shares and 83,333,333 attaching Placement Options were issued to unrelated participants in the Placement raising approximately $1,016,667 (before costs) ( Tranche 1 Placement ).

• The remaining 275,956,284 Shares and 137,978,142 attaching Placement Options, subscribed for by unrelated participants and two entities associated with the Company's Chairman and Managing Director, to raise an additional $1,683,333 (before costs) will be issued subject to Shareholder approval which is being sought at this Meeting ( Tranche 2 Placement ).

LHC Mine Finance Ltd acted as Lead Manager to the Placement.

The funds raised under the Placement will be used for drilling at the Company’s Kouri Gold Project in Burkina Faso ( Kouri ), new business development opportunities and working capital.

Indicative capital structure

If passed, Resolutions 3, 4, 5 and 6 will have an impact on the capital structure of the Company. This impact is summarised in the table below.

Shares	Number	%
Shares on issue as at the date of the Notice	1,456,306,317	84.07
Maximum number of Shares that may be issued pursuant to Resolution 3	248,356,284	14.34
Maximum number of Shares that may be issued to Principal Nominees Limited (Resolution 4)	24,600,000	1.42
Maximum number of Shares that may be issued to Warrego Investments Pty Ltd (Resolution 5)	3,000,000	0.17
Total Shares	1,732,262,601	100.00%
Options	Number	%
Options on issue as at the date of the Notice	228,560,562	59.66
Maximum number of Placement Options that may be issued pursuant to Tranche 2 Placement (Resolution 3)	124,178,142	32.42

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

1

Maximum number of Placement Options that may be issued to Principal Nominees Limited (Resolution 4)	12,300,000	3.21
Maximum number of Placement Options that may be issued to Warrego Investments Pty Ltd (Resolution 5)	1,500,000	0.39
Maximum number of Broker Options that may be issued to LHC Mine Finance Ltd (Resolution 6)	16,541,680	4.32
Total Options	383,080,384	100.00%

Resolutions 1 and 2 – Ratification of issue of Shares and Placement Options under Listing Rules 7.1 and 7.1A

On 29 June 2020 ( Issue Date ), the Company issued:

• (a) 41,666,667 Shares and 83,333,333 attaching Placement Options to unrelated participants in the Placement, raising approximately $254,167 (before costs) using the Company’s placement capacity under Listing Rule 7.1 ( Listing Rule 7.1 Component ); and

• (b) 125,000,000 Shares to unrelated participants in the Placement, raising approximately $762,500 (before costs) using the Company’s placement capacity under Listing Rule 7.1A ( Listing Rule 7.1A Component ).

Resolution 1 seeks Shareholder approval for the ratification of the issue of 41,666,667 Shares and 83,333,333 attaching Placement Options under the Tranche 1 Placement.

Resolution 2 seeks Shareholder approval for the ratification of the issue of the 125,000,000 Shares under the Tranche 1 Placement.

Listing Rules 7.4 and 7.5

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. Under Listing Rule 7.1A, however, an eligible entity can seek approval from its shareholders, by way of a special resolution passed at its annual general meeting, to increase the 15% limit by an extra 10% to 25%. The Company sought and obtained this approval at its annual general meeting on 29 October 2019.

The Tranche 1 Placement did not fall within any of the exceptions to Listing Rule 7.1 and 7.1A and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1 and part of the 10% limit in Listing Rule 7.1A, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Date and Listing Rule 7.1A for the remaining period the Listing Rule 7.1A approval is valid (until 28 October 2020).

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and Listing Rule 7.1A and so does not reduce the Company's capacity to issue further equity securities without shareholder approval under those rules.

To support its activities, the Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain prior shareholder approval for such issues under Listing Rules 7.1.

To this end, Resolution 1 seeks Shareholder approval for the Listing Rule 7.1 Component and Resolution 2 seeks Shareholder approval for the Listing Rule 7.1A Component, under and for the purposes of Listing Rule 7.4.

If Resolution 1 is passed, the Listing Rule 7.1 Component will be excluded in calculating the Company's 15% limit in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

2

If Resolution 1 is not passed, the Listing Rule 7.1 Component will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

If Resolution 2 is passed, the Listing Rule 7.1A Component will be excluded in calculating the Company's 10% limit in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without shareholder approval in the period until 28 October 2020.

If Resolution 2 is not passed, the Listing Rule 7.1A Component will be included in calculating the Company's 10% limit in Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without shareholder approval in the period until 28 October 2020.

The following information in relation to the Shares and Placement Options the subject of Resolution 1 and the Shares the subject of Resolution 2 is provided to Shareholders for the purposes of Listing Rule 7.5:

Basis on which persons to whom the securities were issued were identified or selected	The Shares and Placement Options were issued to participants in the Tranche 1 Placement who were qualified, institutional, sophisticated and professional investors identified by LHC Mine Finance Ltd, the Lead Manager, and the Directors. All participants in the Tranche 1 Placement were unrelated parties and were not existing substantial shareholders of the Company.
The number and class of securities issued	Resolution 1: 41,666,667 Shares and 83,333,333 Placement Options. The terms and conditions of the Placement Options are set out in Annexure A. Resolution 2: 125,000,000 Shares.
Date of issue	29 June 2020
The price at which the securities were issued	$0.0061 per Share. The Placement Options were issued for nil cash consideration as they were issued as attaching Options on the basis of one Placement Option for every two Shares subscribed for under the Tranche 1 Placement.
The use (or intended use) of the funds raised	The funds raised will be used for drilling at Kouri, new business development opportunities and working capital.
A voting exclusion statement	A voting exclusion is included in the Notice in relation to each of Resolutions 1 and 2.

Recommendation

For the reasons outlined above, the Board unanimously recommends that Shareholders vote in favour of each of Resolutions 1 and 2.

Resolution 3 – Approval to issue Shares and Placement Options

Resolution 3 seeks Shareholder approval to issue 248,356,284 Shares and 124,178,142 attaching Placement Options under the Tranche 2 Placement ( Tranche 2 Placement Issue ).

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The Tranche 2 Placement Issue does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

Resolution 3 seeks the required Shareholder approval to the Tranche 2 Placement Issue under and for the purposes of Listing Rule 7.1.

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

3

If Resolution 3 is passed, the Company will be able to proceed with the Tranche 2 Placement Issue and raise a further $1,514,973 (before costs) that will be used for drilling at Kouri, new business development opportunities and working capital. In addition, the Tranche 2 Placement Issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the Tranche 2 Placement Issue and its level of exploration activities, including the planned drilling program at Kouri, would be revised.

The following information is provided to Shareholders in accordance with Listing Rule 7.3:

Names of the persons to whom the securities will be issued or the basis on which those persons were or will be identified or selected	The Shares and Placement Options will be issued to the unrelated participants in the Tranche 2 Placement who were qualified, institutional, sophisticated and professional investors identified by LHC Mine Finance Ltd, the Lead Manager, and the Directors and are the same investors who participated in the Tranche 1 Placement. These persons are unrelated parties and are not existing substantial shareholders of the Company.
The number and class of securities to be issued	248,356,284 Shares and 124,178,142 Placement Options. The terms and conditions of the Placement Options are set out in Annexure A.
Date by which the Company will issue the Shares	The Company will issue the Shares and Placement Options no later than 3 months after the date of the Meeting.
Issue price	$0.0061 per Share. The Placement Options will be issued for nil cash consideration as they will be issued as attaching Options on the basis of one Placement Option for every two Shares subscribed for under the Tranche 2 Placement.
The use (or intended use) of the funds raised	The funds raised will be used for drilling at Kouri, new business development opportunities and working capital.
A voting exclusion statement	A voting exclusion is included in the Notice in relation to Resolution 3.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 3 so that the Company can proceed with the Tranche 2 Placement Issue and raise further funds for the Company to be used for drilling at Kouri, new business development opportunities and working capital.

Resolutions 4 and 5 – Approval to issue Shares and Placement Options to Director associated entities

Resolutions 4 and 5 seek Shareholder approval for the purposes of Listing Rule 10.11 and for all other purposes for the issue of a maximum of 27,600,000 Shares and 13,800,000 attaching Placement Options to entities associated with the Company's Chairman and Managing Director as noted below, who participated in the Placement as follows:

Name of subscriber	Relationship to Director	Number of Shares	Number of Placement Options
Principal Nominees Limited	Entity is an associate of Mr Adonis Pouroulis	24,600,000	12,300,000
Warrego Investments Pty Ltd	Entity is controlled by Mr Craig Mackay	3,000,000	1,500,000

The effect (on an undiluted basis) of the issue of these equity securities on the capital structure of the Company is summarised in the table under the heading "Indicative Capital Structure" commencing on page 1

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

4

of this Explanatory Memorandum.

Westward Investments Limited, a company associated with Mr Pouroulis, is also a substantial shareholder in the Company. If Resolution 4 is passed, securities will be issued to Principal Nominees Limited, another company associated with Mr Pouroulis and it will have an impact on the voting power of Mr Pouroulis and his associates as set out in the following table:

	Before	Before	After
	No. of Shares	Voting power	No. of Shares	Voting power
Principal Nominees Limited	25,000,000	7.74%	49,600,000	7.93%
Adonis Pouroulis	1,936,126		1,936.126
Westward Investments Limited	81,805,497		81,805,497
Sommer Consulting Limited	3,951,323		3,951,323
Total	112,692,946		137,292,946

Notes :

1. The information in the table assumes that Resolutions 3, 4 and 5 are passed by Shareholders and the Shares the subject of those Resolutions have been issued as contemplated by those Resolutions.

Listing Rules 10.11 and 10.13

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rule 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

For the purposes of Listing Rule 10.11, each of the entities listed in the table above are entities that Listing Rule 10.11 applies to for the reasons also set out in the table above. The issue falls within Listing Rule 10.11 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company's shareholders under Listing Rule 10.11. Accordingly, Resolutions 4 and 5 seek Shareholder approval to issue Shares and Placement Options for the purposes of Listing Rule 10.11.

In accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 4 and 5:

	Resolution 4	Resolution 5
The name of the person	Principal Nominees Limited	Warrego Investments Pty Ltd
Listing Rule 10.11 Category	10.11.4	10.11.1
Number of securities to be issued	24,600,000 Shares 12,300,000 Placement Options	3,000,000 Shares 1,500,000 Placement Options
The date by which the Company will issue the securities	The Company will issue the Share and Placement Options on one date not more than one month after the date of the Meeting.

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

5

The price or other consideration the Company will receive for the issue	$0.0061 per Share The Placement Options will be issued for nil cash consideration as they will be issued as attaching Options on the basis of one Placement Option for every two Shares subscribed for under the Tranche 2 Placement.
Purpose of the issue, including intended use of funds raised	The funds raised under the Placement will be used for drilling at Kouri, new business development opportunities and working capital.
A voting exclusion statement	A voting exclusion statement is included in the Notice in relation to each of Resolutions 4 and 5.

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 a public company unless either:

• (a) the giving of the financial benefit 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, Principal Nominees Limited is a related party of the Company as Mr Pouroulis is an associate of Principal Nominees Limited and it acts in concert with Mr Pouroulis on the understanding that Mr Pouroulis will receive a financial benefit if the Company gives Principal Nominees Limited a financial benefit. Warrego Investments Pty Ltd is also related party of the Company as it is a company controlled by Mr Craig Mackay. The issue of the Shares and Placement Options is a financial benefit.

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 Pouroulis in respect of Resolution 4 and independent of Mr Mackay in respect of Resolution 5) have determined that the exception in section 210 of the Corporations Act applies as the Shares and Placement Options will be issued to the Related Parties on exactly the same terms as the Shares and Placement Options were issued to non-related party participants in the Placement and accordingly, the provision of the financial benefit to the Related Parties will be on arm's length terms.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolutions 4 and 5 so that the Company can proceed with issue of the Shares and Placement Options to the Related Party participants in Tranche 2 of the Placement and raise further funds for drilling at Kouri, new business development opportunities and working capital.

Resolution 6 – Approval to issue Broker Options

As noted above, LHC Mine Finance Ltd ( LHC ) acted as Lead Manager to the Placement.

Resolution 6 seeks Shareholder approval for the issue of up to 16,541,680 Broker Options to LHC in part consideration for services as Lead Manager to the Placement.

The Company agreed with LHC to pay fees equal to 5% of the funds raised under the Placement from investors introduced by LHC and to issue that number of Broker Options equal to 5% of the number of

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

6

Shares issued pursuant to the Placement to investors introduced by LHC. The issue of the Broker Options is subject to Shareholder approval and any other approvals that may be required (unless such approvals are waived by the Company (if capable of being waived)). Upon the Company obtaining all approvals (or waivers), the Broker Options must be issued within 10 business days. In the event the Company is unable to obtain such approvals, the Company must provide the equivalent in cash.

Assuming that Resolutions 3 and 6 are passed and the Tranche 2 Placement is successfully completed, the Company will issue 16,541,680 Broker Options to LHC (6,148,929 Broker Options in relation to Tranche 1 Placement and 10,392,751 Broker Options in relation to Tranche 2 Placement). If all the Broker Options are exercised before the expiry date, the Company would receive subscription funds of $100,904.25.

As noted above, and broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Broker Options does not fall within any of these exceptions and, if all the Broker Options were issued, exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

Resolution 6 seeks the required Shareholder approval to issue the Broker Options under and for the purposes of Listing Rule 7.1.

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Broker Options, and preserve cash and direct such cash toward exploration activities. In addition, the Broker Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Broker Options and cash consideration would become payable to the Lead Manager for an amount up to the equivalent of the value of all the Broker Options, being $100,904.25.

The following information is provided to Shareholders in accordance with Listing Rule 7.3:

Names of the persons to whom the securities will be issued or the basis on which those persons were or will be identified or selected	LHC Mine Finance Ltd
The number and class of securities to be issued	16,541,680 Broker Options. The terms and conditions of the Broker Options are set out in Annexure B.
Date by which the Company will issue the Shares	The Company will issue the Broker Options no later than 3 months after the date of the Meeting.
Issue price	The Broker Options will be issued for nil cash consideration as they will be issued in part consideration for LHC's services as Lead Manager to the Placement.
The use (or intended use) of the funds raised	No funds will be raised through the issue of the Broker Options as they will be issued in part consideration for LHC's services as Lead Manager to the Placement.
A voting exclusion statement	A voting exclusion 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.

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

7

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.

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

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.

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

Corporations Act means Corporations Act 2001 (Cth).

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

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

Listing Rules means the ASX Listing Rules.

Listing Rule 7.1A Component has the meaning give on page 2 of the Explanatory Memorandum.

Listing Rule 7.1 Component has the meaning give on page 2 of the Explanatory Memorandum.

Meeting means the General Meeting convened by the Notice.

Notice means this Notice of General Meeting.

Option means an option to acquire a Share.

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

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

Related Parties means Principal Nominees Limited and Warrego Investments Pty Ltd.

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.

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 1 of the Explanatory Memorandum.

Tranche 2 Placement has the meaning given on page 1 of the Explanatory Memorandum.

Tranche 2 Placement Issue has the meaning given on page 3 of the Explanatory Memorandum

VWAP has the same meaning given to that term in the Listing Rules.

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

8

Annexure A – Terms and Conditions of Placement Options

1. No consideration is payable for the issue of an Option.

2. The Options will not be quoted on ASX.

3. The Options expire at 5.00pm AEST time on the date that is two years after the issue date of the Options ( Expiry Date ).

4. Subject to these terms and conditions, each Option carries the right in favour of the holder to subscribe for one fully paid ordinary share issued in the capital of the Company ( Share ) upon payment of $0.01 ( Exercise Price ).

5. The Options may be exercised in whole or in part. If the Options are exercised in part each notice of exercise must be for not less than 500,000 Shares and in multiples of 500,000 Shares.

6. The Options are exercisable by delivery to the Company of:

7. a. a duly completed and executed option exercise notice in the form annexed to the Certificate for the Options;

8. b. the Certificate for the Options or, if the Certificate for the Options has been lost or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of its relying on the declaration that the certificate has been lost or destroyed; and

9. c. payment to the Company of an amount in cleared funds equal to the Exercise Price multiplied by the number of Options being exercised.

10. The Company will issue and allot the resultant Shares within 20 Business Days of receipt of the deliverables referred to in condition 6 above. A Share issued upon exercise of an Option will rank equally in all respects with Shares already on issue on the date of issue of the Shares, except for entitlements which had a record date before the date of issue of that Share. The Company will apply for official quotation on ASX of a Share issued upon exercise of an Option.

11. The Options must not be assigned, transferred, novated, encumbered with a security interest in or over them or otherwise disposed of by a holder except in accordance with these terms and conditions or approval by the Board.

12. An Option holder has no right or interest in a Share the subject of an Option held by the holder unless and until the Option is exercised and the Share is issued. Nor does the holder of an Option have any rights to dividends, rights to vote or rights to the capital of the Company as a shareholder as a result of holding an Option. Subject to the Corporations Act and the Constitution, an Option holder will not, as a holder of an Option, have any right to attend to vote at meetings of shareholders.

13. Option holders are not entitled to participate in any new issue of securities to existing holders of Shares unless they are entitled to exercise their Options, and do exercise their Options and receive Shares before the record date for the determination of entitlements to the new issue of securities and participate as a holder of Shares.

14. If there is a reorganisation of the issued capital of the Company (including a consolidation, subdivision, reduction or return) then the rights of an Option holder (including the number of Options to which the Option holder is entitled and the Exercise Price) will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

9

Annexure B – Terms and conditions of Broker Options

1. No consideration is payable for the issue of an Option.

2. The Options will not be quoted on ASX.

3. The Options expire at 5.00pm AEST time on the date that is two years after the issue date of the Options ( Expiry Date ).

4. Subject to these terms and conditions, each Option carries the right in favour of the holder to subscribe for one fully paid ordinary share issued in the capital of the Company ( Share ) upon payment of $0.0061 ( Exercise Price ).

5. The Options may be exercised in whole or in part. If the Options are exercised in part each notice of exercise must be for not less than 500,000 Shares and in multiples of 500,000 Shares.

6. The Options are exercisable by delivery to the Company of:

7. a. a duly completed and executed option exercise notice in the form annexed to the Certificate for the Options;

8. b. the Certificate for the Options or, if the Certificate for the Options has been lost or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of its relying on the declaration that the certificate has been lost or destroyed; and

9. c. payment to the Company of an amount in cleared funds equal to the Exercise Price multiplied by the number of Options being exercised.

10. The Company will issue and allot the resultant Shares within 20 Business Days of receipt of the deliverables referred to in condition 6 above. A Share issued upon exercise of an Option will rank equally in all respects with Shares already on issue on the date of issue of the Shares, except for entitlements which had a record date before the date of issue of that Share. The Company will apply for official quotation on ASX of a Share issued upon exercise of an Option.

11. The Options must not be assigned, transferred, novated, encumbered with a security interest in or over them or otherwise disposed of by a holder except in accordance with these terms and conditions or approval by the Board.

12. An Option holder has no right or interest in a Share the subject of an Option held by the holder unless and until the Option is exercised and the Share is issued. Nor does the holder of an Option have any rights to dividends, rights to vote or rights to the capital of the Company as a shareholder as a result of holding an Option. Subject to the Corporations Act and the Constitution, an Option holder will not, as a holder of an Option, have any right to attend to vote at meetings of shareholders.

13. Option holders are not entitled to participate in any new issue of securities to existing holders of Shares unless they are entitled to exercise their Options, and do exercise their Options and receive Shares before the record date for the determination of entitlements to the new issue of securities and participate as a holder of Shares.

14. If there is a reorganisation of the issued capital of the Company (including a consolidation, subdivision, reduction or return) then the rights of an Option holder (including the number of Options to which the Option holder is entitled and the Exercise Price) will be changed to the extent necessary to comply with the ASX Listing Rules.

Golden Rim Resources Ltd – Notice of General Meeting 12 August 2020

10