ASARA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2020

Apr 30, 2020

==> picture [166 x 97] intentionally omitted <==

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

Date of Meeting 2 June 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

A State of Emergency has been declared in Victoria to help limit the spread of coronavirus (COVID19), which may extend beyond 11 May 2020. The Victorian State Government has issued Stay at Home Directions.

Given these circumstances, and in the best interests of your health and that of the broader community, we strongly urge you NOT to attend the meeting in person. Notwithstanding the above, if you choose to attend, 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.

This page has been left blank intentionally.

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 2 June 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

Capital raising (Resolutions 1 to 4)

Resolution 1 – Ratification of issue of Tranche 1 Placement 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 25 March 2020 of 45,448,784 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 1 by or on behalf of a person who participated in the issue the subject of Resolution 1 or an Associate of those persons. However, this does not apply to a vote cast in favour of Resolution 1 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 2 – Approval to issue Tranche 2 Placement Shares 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 25,000,000 Shares to Principal Nominees Limited, an entity associated with Director, Mr Adonis Pouroulis, 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 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 2 by:

Golden Rim Resources Ltd – Notice of General Meeting June 2020

1

• (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.

Resolution 3 – Approval to issue Tranche 2 Placement Shares to Earth Science Solutions 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 4,000,000 Shares to Earth Science Solutions Pty Ltd, a company controlled by Mr Craig Mackay, 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 Earth Science Solutions 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 3 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.

Resolution 4 – Approval to issue Tranche 2 Placement Shares to Kitaboni 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 1,666,667 Shares to Kitaboni Pty Ltd, a company controlled by Ms Kathryn Davies, 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 Kitaboni 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 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 June 2020

2

Director and Employee Remuneration Share Plan (Resolutions 5 – 8)

Resolution 5 – Approval to issue Shares under Director and Employee Remuneration Plan

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

"That, for the purpose of Listing Rule 7.2, Exception 13 and for all other purposes, Shareholders approve, as an exception to Listing Rule 7.1, the issue of securities under the employee incentive scheme for employees known as the “Golden Rim Resources Ltd Director and Employee Remuneration Share Plan”, a summary of the rules of which is 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 a person who is eligible to participate in the Golden Rim Resources Ltd Director and Employee Remuneration Share Plan 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 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.

Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 5 unless:

• (a) the appointment specifies the way the proxy is to vote on Resolution 5; or

• (b) the proxy is the Chairman of the Meeting and the appointment expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Shareholders should note that the Chairman intends to vote any undirected proxies in favour of Resolution 5. However, in exceptional circumstances, the Chairman of the Meeting may change his voting intention on Resolution 5, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chairman to vote against Resolution 5 or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Resolution 6 – Approval to issue Shares to Mr Adonis Pouroulis under Plan

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

"That, subject to the passing of Resolution 5, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to $50,000 worth of Shares to Mr Adonis Pouroulis (or his nominee(s)) in lieu of Director’s fees on the terms and conditions set out in the Explanatory Memorandum."

Resolution 7 – Approval to issue Shares to Mr Craig Mackay under Plan

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

"That, subject to the passing of Resolution 5, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to $130,000 worth of Shares to Mr Craig Mackay (or his nominee(s)) in lieu of remuneration on the terms and conditions set out in the Explanatory Memorandum."

Resolution 8 – Approval to issue Shares to Ms Kathryn Davies under Plan

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

"That, subject to the passing of Resolution 5, for the purposes of Listing Rule 10.14 and for all other

Golden Rim Resources Ltd – Notice of General Meeting June 2020

3

purposes, Shareholders approve the issue of up to $35,000 worth of Shares to Ms Kathryn Davies (or her nominee(s)) in lieu of Director’s fees on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement for Resolutions 6 to 8 : The Company will disregard any votes cast in favour of Resolutions 6 to 8 by or on behalf of a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan or an Associate of those persons. However, this does not apply to a vote cast in favour of Resolution 6, 7 or 8 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.

Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 6, 7 or 8 unless:

• (a) the appointment specifies the way the proxy is to vote on Resolution 6, 7 or 8; or

• (b) the proxy is the Chairman of the Meeting and the appointment expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Shareholders should note that the Chairman intends to vote any undirected proxies in favour of Resolutions 6, 7 and 8. However, in exceptional circumstances, the Chairman of the Meeting may change his voting intention on Resolution 6, 7 and/or 8, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chairman to vote against Resolution 6, 7 and/or 8 or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

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 [66 x 36] intentionally omitted <==

Hayley Butcher General Manager, Corporate & Company Secretary Dated: 29 April 2020

Golden Rim Resources Ltd – Notice of General Meeting June 2020

4

How to vote

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

• 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 : A

State of Emergency has been declared in Victoria to help limit the spread of coronavirus (COVID19), which may extend beyond 11 May 2020. The Victorian State Government has issued Stay at Home Directions. Given these circumstances, and in the best interests of your health and that of the broader community, we strongly urge you NOT to attend the meeting in person . Notwithstanding the above, if you choose to attend, 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.

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 1.00pm AEST on 31 May 2020 . 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

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 1.00pm (AEST) on 31 May 2020.

• Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not

Golden Rim Resources Ltd – Notice of General Meeting June 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.

Resolutions 1 to 4 – Capital raising

Background

On 18 March 2020, the Company announced that it had received commitments from qualified, institutional, sophisticated and professional investors to raise approximately $457,000 (before costs) through the issue of 76,115,451 Shares at an issue price of $0.006 per Share ( Placement ). The Placement included participation by Directors (and/or their nominees), who subscribed for 30,666,667 Shares.

The Placement will take place in two tranches:

• 45,448,784 Shares ( Tranche 1 Placement Shares ) were issue to unrelated participants in the Placement on 25 March 2020 ( Tranche 1 Placement ), raising approximately $273,000.

• The remaining 30,666,667 Shares ( Tranche 2 Placement Shares ), subscribed for by entities associated with the Directors, are subject to Shareholder approval which is being sought at this Meeting ( Tranche 2 Placement ), raising $184,000.

Use of capital raising funds

The funds raised under the Placement will be used for drilling at Kouri, new business development opportunities and working capital.

Indicative capital structure

If passed, Resolutions 2, 3 and 4 will have an impact on the capital structure of the Company. This impact is summarised in the table below. The proposed issue of securities under Resolutions 2, 3 and 4 will not affect the number of Options on issue.

Shares	Number	%
Shares on issue as at the date of the Notice	1,225,407,791	97.56
Maximum number of Shares that may be issued to Principal Nominees Limited (Resolution 2)	25,000,000	1.99
Maximum number of Shares that may be issued to Earth Science Solutions Pty Ltd (Resolution 3)	4,000,000	0.32
Maximum number of Shares that may be issued to Kitaboni Pty Ltd (Resolution 4)	1,666,667	0.13
Total Shares	1,256,074,458	100.00%

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

On 25 March 2020, the Company issued 45,448,784 Shares to unrelated parties who participated in the Placement to raise $272,693 (before costs) using the Company’s placement capacity under Listing Rule 7.1A

Golden Rim Resources Ltd – Notice of General Meeting June 2020

1

( Tranche 1 Placement ).

Resolution 1 seeks Shareholder approval for the ratification of the issue of the 45,448,784 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 10% limit in Listing Rule 7.1A, reducing the Company's capacity to issue further equity securities without Shareholder approval under 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 7.1A and so does not reduce the Company's capacity to issue further equity securities without shareholder approval under that rule.

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 Rule 7.1A.

To this end, Resolution 1 seeks Shareholder approval for the Tranche 1 Placement under and for the purposes of Listing Rule 7.4.

If Resolution 1 is passed, the Tranche 1 Placement 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 1 is not passed, the Tranche 1 Placement 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 the subject of Resolutions 3 and 4 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 Tranche 1 Placement Shares were issued to participants in the Tranche 1 Placement who were qualified, institutional, sophisticated and professional investors identified by the directors. All participants in the Tranche 1 Placement were unrelated parties and were not existing substantial shareholders, with the exception of Capital DI Limited, who are a substantial shareholder of the Company. Capital DI Limited's holding in the Company moved from 12.64% to 15.42% as a consequence of the Tranche 1 Placement.
The number and class of securities issued	45,448,784 fully paid ordinary shares.
Date of issue	25 March 2020
The price at which the securities were issued	$0.006 per Share.
The use (or intended use) of the 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	A voting exclusion is included in the Notice in relation to Resolution 1.
statement

Golden Rim Resources Ltd – Notice of General Meeting June 2020

2

Recommendation

For the reasons outlined above, the Board unanimously recommends that Shareholders vote in favour of Resolution 1.

Resolutions 2, 3 and 4 – Approval to issue Tranche 2 Placement Shares to Director associated entities

Resolutions 2, 3 and 4 seek Shareholder approval for the purposes of Listing Rule 10.11 and for all other purposes for the issue of a maximum of 30,666,667 Shares to entities associated with the Directors, as noted below, who participated in the Placement as follows:

Name of subscriber	Relationship to Director	Number of Shares	Funds contributed
Principal Nominees Limited	Entity is an associate of Mr Adonis Pouroulis	25,000,000	$150,000
Earth Science Solutions Pty Ltd	Entity is controlled by Mr Craig Mackay	4,000,000	$24,000
Kitaboni Pty Ltd	Entity is controlled by Ms Kathryn Davies	1,666,667	$10,000

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 1 of this Explanatory Memorandum.

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 2, 3 and 4 each seek Shareholder approval to issue Shares under the Tranche 2 Placement for the purposes of Listing Rule 10.11.

In accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 2, 3 and 4:

and 4:
	Resolution 2	Resolution 3	Resolution 4
The name of the person	Principal Nominees Limited	Earth Science Solutions Pty Ltd	Kitaboni Pty Ltd
Listing Rule 10.11 Category	10.11.4	10.11.1	10.11.1

Golden Rim Resources Ltd – Notice of General Meeting June 2020

3

Number of securities to be issued	25,000,000	4,000,000	1,666,667
The date by which the Company will issue the securities	The Company will issue the Tranche 2 Placement Shares on one date not more than one month after the date of the Meeting.
The price or other consideration the Company will receive for the issue	$0.006 per Share (The same price as the Tranche 1 Placement Shares)
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 2, 3 and 4.

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. Earth Science Solutions Pty Ltd and Kitaboni Pty Ltd are also each a related party of the Company as they are companies controlled by Mr Craig Mackay and Ms Kathryn Davies respectively. The issue of the Shares 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 2, independent of Mr Mackay in respect of Resolution 3 and independent of Ms Davies in respect of Resolution 4) have determined that the exception in section 210 of the Corporations Act applies as the Tranche 2 Placement Shares will be issued to the Related Parties on exactly the same terms as the Tranche 1 Placement Shares 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 2, 3 and 4 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 1 of this Explanatory Memorandum under the heading "Use of capital raising funds".

Resolution 5 – Approval to issue Shares under Director and Management Fee Plan

Background

The Board has resolved to establish a Director and Employee Remuneration Share Plan ( Plan ) to provide

Golden Rim Resources Ltd – Notice of General Meeting June 2020

4

Directors and eligible employees with the ability to subscribe for Shares in lieu of the payment of cash remuneration, allowing the Company to preserve its cash reserves.

Summary of the Plan

A summary of the terms and conditions of the Plan is set out below:

• (a) The Board may offer Directors and/or eligible employees of the Company the opportunity to subscribe for Shares in lieu of fees and/or salary payable by the Company to the participants and upon such additional terms and conditions as the Board determines.

• (b) No cash payment will be made for the Shares, as they will be issued in satisfaction of fees and/or salary owed by the Company at the time of issue. The deemed issue price of the Shares will be equal to the five day VWAP immediately prior to the date of issue. There will be no discount to the VWAP.

• (c) The Board may permit the Shares to be issued to another party nominated by a Director or other eligible (for example, the person's (a) immediate family member; (b) a corporate trustee of a selfmanaged superannuation fund; or (c) a company controlled by the person).

• (d) Shares issued under the Plan will rank equally in all respects with the then issued class of fully paid ordinary shares of the Company except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue and allotment and will have no restrictions on their transfer, unless otherwise agreed as between the Company and the participant. Application will be made to ASX for official quotation of the Shares issued pursuant to the Plan.

• (e) Any Shares issued under the Plan to Directors or their nominees will be subject to prior shareholder approval under the Listing Rules.

• (f) Subject to the Listing Rules the Board may at any time amend all or any of the provision of the Plan, or the terms and conditions of any Shares issued under the Plan provided that rights or entitlements in respect of any Share issued before the date of amendment shall not be reduced or adversely affected unless prior written approval from the affected participant(s) is obtained.

• (g) Notwithstanding any other provisions of the Plan, the Board may at any time waive in whole or in part any terms or conditions imposed on the Shares issued under the Plan.

• (h) The Board may adopt additional rules of the Plan applicable in any jurisdiction outside Australia under which rights offered under the Plan may be subject to additional or modified terms, having regard to any securities, exchange control or taxation laws or regulations or similar factors which may apply to the participant or to the Company in relation to the rights. Any additional rule must conform to the basic principles of the Plan.

• (i) Participants must at all times comply with the Company's securities trading policy.

Listing Rule 7.2 Exception 13

Shareholder approval is sought so that an issue of Shares under the Plan can fall within the exception to the calculation of the 15% limit imposed by Listing Rule 7.1 on the number of securities which may be issued without Shareholder approval. Accordingly, Shareholder approval is sought for the purposes of Listing Rule 7.2 Exception 13 which provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme that has been approved by the holders of ordinary securities within three years of the date of issue. This will preserve the Company’s ability to issue securities under Listing Rule 7.1 for other purposes, such as capital raising.

Separate Shareholder approval will be required before any Director or other related party of the Company can participate in the Plan. For this reason, the Company is also seeking approval under Resolutions 6, 7 and 8 for the issue of Shares to its Directors under the Plan.

In accordance with the requirements of Listing Rule 7.2 Exception 13, the following information is provided to Shareholders:

• (a) a summary of the rules of the Plan is set out above under the heading 'Summary of the Plan';

Golden Rim Resources Ltd – Notice of General Meeting June 2020

5

• (b) no Shares have previously been issued under the Plan as this is the first time the Company is seeking approval of the Plan;

• (c) the maximum number of Shares that may be issued under the Plan is 284,000,000 Shares. Please note this is a maximum number of Shares and not all of these Shares may end up being issued under the Plan;

• (d) a voting exclusion statement has been included in relation to Resolution 5.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 5 for the reasons set out under the heading 'Background' on page 4 above.

Resolutions 6 to 8 – Approval to issue Shares to Directors under Director and Employee Remuneration Share Plan

Background

Resolutions 6 to 8 inclusive seek Shareholder approval for the Company to issue an aggregate of up to $215,000 worth of Shares to Directors (or their nominee(s)), in lieu of Directors’ fees and remuneration for a period of 12 months commencing on 1 March 2020 ( Director Shares ).

The Director Shares will be issued within 12-months of the date of the Meeting subject to the Company and the relevant Director agreeing from time to time to be paid all or part of their fees or other remuneration by way of the issue of Director Shares, rather than cash consideration.

The Director Shares will be issued for nil cash consideration, but will be issued at a deemed issue price that will be not less than the VWAP during the five days prior to the issue of the Director Shares.

The actual number of Director Shares issued will depend on the deemed issue price at the time the Director Shares are issued and who the Director Shares are issued to (that is, which Directors agree to all or part of their remuneration being satisfied by the issue of Director Shares, rather than in cash). However, the maximum number of Director Shares that may be issued under Resolutions 6 to 8 is 215,000,000, with the maximum number for each Director set out in the table below.

Resolutions 6 to 8 inclusive are subject to Resolution 5 being passed, which relates to the approval of the Plan. If Resolution 5 is not passed by Shareholders, Resolutions 6 to 8 inclusive will be withdrawn and will not be put to Shareholders for consideration at the Meeting.

Listing Rules 10.14 and 10.15

Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme, such as the Plan:

• 10.14.1 a director of the company;

• 10.14.2 an associate of a director of the company; or

• 10.14.3 a person whose relationship with the company or a person referred to in Listing Rules 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by its shareholders;

unless it obtains the approval of its shareholders.

The proposed issue of Director Shares under the Plan to the Directors (and/or their nominees) falls within Listing Rule 10.14.1 or 10.14.2 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 6, 7 and 8 seek the required Shareholder approval for each of the Directors for the purposes of Listing Rule 10.14.

Golden Rim Resources Ltd – Notice of General Meeting June 2020

6

If Resolutions 6, 7 and 8 are passed, the Company will be able to proceed with the issue to the relevant Director(s) and subject to the relevant Director agreeing to be paid all or part of their fees or other remuneration by the way of issue of Director Shares, will be able to pay the Director via the issue of Director Shares, preserving cash. .

If Resolutions 6, 7 or 8 are not passed, the Company will not be able to proceed with the issue to the relevant Director(s) and will instead be required to pay the Director's fees or other remuneration in cash.

The following information in relation to the Director Shares it is proposed be issued to the Directors the subject of Resolutions 6 to 8 inclusive is provided to Shareholders for the purposes of Listing Rule 10.15:

	Resolution 6	Resolution 7	Resolution 8	Resolution 8
Name of person	Adonis Pouroulis, a Director, or his nominee(s).	Craig Mackay, a Director, or his nominee(s).	Kathryn Davies, a Director, or her nominee(s).
Listing Rule 10.14 category	10.14.1 or 10.14.2	10.14.1 or 10.14.2	10.14.1 or 10.14.2
Number and class of securities proposed to be issued	The maximum number of Director Shares that may be issued to each Director under each of Resolutions 6 to 8 is set out below. Please note that this is a maximum number only and it does not necessarily follow that all 215,000,000 Director Shares will be issued if Resolutions 6 to 8 are passed. The number of Director Shares issued under each of Resolutions 6 to 8 will be determined by dividing the Director fee or remuneration that the Company has agreed to pay each Director (as set out below) by the deemed issue price which will be calculated in accordance with the formula set out under the heading “Price” in this table below. Maximum number of Director Shares that may be issued: 50,000,000 Value of Director fees: $50,000 Maximum number of Director Shares that may be issued: 130,000,000 Value of remuneration: $130,000 Maximum number of Director Shares that may be issued: 35,000,000 Value of Director fees: $35,000
Price	The Director Shares will be issued for nil cash consideration, as they will be issued in lieu of fees and remuneration for the 12 month period commencing on 1 March 2020. The Director Shares will have a deemed issue price equal to the VWAP during the 5 days before the Director Shares are issued.
Current total remuneration package for the current financial year	Base Salary: $74,000	Base salary: $305,997		Base Salary: $48,402
	Superannuation: Nil	Superannuation: $21,003		Superannuation: $4,598
	Director Options1: $10,000	Director Options2: $37,000		Director Options2: $10,360
Number of securities previously issued to the person under the Plan	No Shares have previously been issued under the Plan.
Date by which the securities will be issued.	The Director Shares the subject of each of Resolutions 6 to 8 will be issued no later than 12-months after the date of the Meeting.
Summary of material terms of Plan	Please refer to the summary of the material terms of the Plan commencing on page 4 above.

Golden Rim Resources Ltd – Notice of General Meeting June 2020

7

Terms of any loan in relation to the acquisition	No loan will be provided to any of the Directors in relation to the issue of the Director Shares.
Statement pursuant to Listing Rule 10.15.11	Details of any securities issued under the Plan will be published in the Company's annual report relating to a period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14 Any additional persons covered by Listing Rule 10.14 who become entitled to participate in the Plan after Resolutions 6, 7 and/or 8 are approved and who were not named in this Notice will notparticipate until approach is obtained under that rule.
Voting exclusion statement	A voting exclusion statement in relation to Resolutions 3 to 5 is included in the Notice.

Notes:

1. The indicative Option valuation of $0.002 per Option is a theoretical valuation calculated on the date of issue of the Options (17 January 2020) using the Black & Scholes Model.

2. The indicative Option valuation of $0.0037 per Option is a theoretical valuation calculated on the date of issue of the Options (29 November 2019) using the Black & Scholes Model.

Corporations Act

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

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

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

For the purposes of Chapter 2E of the Corporations Act, each of the Directors is a related party of the Company.

One of the nominated exceptions referred to in paragraph (a) above is where the financial benefit is remuneration to a related party as an officer or employee of the company, and to give the remuneration would be reasonable given the circumstances of the public company, and the related party’s circumstances (including the responsibilities involved in the office or employment). As the proposed issue of Director Shares to each of the Directors replaces the payment of remuneration in cash to each Director for a twelvemonth period, the Board (independent of Mr Pouroulis in respect of Resolution 6, independent of Mr Mackay in respect of Resolution 7 and independent of Ms Davies in respect of Resolution 8) considers that the issue of the Director Shares is a benefit that constitutes reasonable remuneration for the purposes of section 211 of the Corporations Act. Accordingly, Shareholder approval is not being sought for the purposes of Chapter 2E of the Corporations Act.

Golden Rim Resources Ltd – Notice of General Meeting June 2020

8

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.

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

Corporations Act means Corporations Act 2001 (Cth).

Director Shares has the meaning set out on page 6 of the Explanatory Memorandum.

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.

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.

Plan means the Golden Rim Resources Ltd Director and Employee Remuneration Share Plan, a summary of which is set out on page 5 of this Explanatory Memorandum.

Resolution means a resolution contained in the Notice.

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

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

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

Tranche 2 Placement Shares has the meaning given on page 1 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 June 2020

9