ASARA RESOURCES LIMITED — Share Issue/Capital Change 2019

Jul 16, 2019

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GOLDEN RIM RESOURCES LTD ACN 006 710 774

PROSPECTUS

THIS PROSPECTUS IS BEING ISSUED FOR THE OFFER OF 100 SHARES AT AN ISSUE PRICE OF $0.012 PER SHARE.

THIS PROSPECTUS HAS BEEN PREPARED PRIMARILY FOR THE PURPOSE OF SECTION 708A(11) OF THE CORPORATIONS ACT TO REMOVE ANY TRADING RESTRICTIONS ON SHARES ISSUED PRIOR TO THE CLOSING DATE.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

THE SHARES OFFERED IN CONNECTION WITH THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

IMPORTANT INFORMATION

This Prospectus is dated 17 July 2019 and was lodged with ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus.

No Shares will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus). The Company will apply for Official Quotation by ASX of the Shares offered by this Prospectus.

A copy of this Prospectus is available for inspection at the registered office of the Company at Office 7, Level 2, 609 Canterbury Road, Surrey Hills, Victoria 3127, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 4.3). The Offer is only available to those who are personally invited to accept the Offer. Applications for Shares under the Offer can only be submitted on an original Application Form which accompanies this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

The Shares offered by this Prospectus should be considered speculative. Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 3, including (but not limited to) risks in respect of:

• Country risk : The Company's operations and assets are located in Burkina Faso and Chile. The Company’s operations in Burkina Faso and Chile are exposed to various levels of political, economic and other risks and uncertainties associated with operating in a foreign jurisdiction. These risks and uncertainties include, but are not limited to, currency exchange rates, high rates of inflation, terrorism, labour unrest, social unrest, civil disobedience, renegotiation or nullification of existing concessions, licences, permits and contracts, changes in taxation policies, changing political conditions, war and civil conflict, lack of law enforcement, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Changes, if any, in mining or investment policies or shifts in political attitude in Burkina Faso and/or Chile may adversely affect the Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of interests. Given the Company’s focus on its operations in Burkina Faso, the security of the

Company’s employees and contractors in Burkina Faso, in particular, is key to the Company’s ability to perform its exploration and development activities and hence its success. However, the security environment in Burkina Faso and/or Chile may deteriorate and adversely affect the Company’s operations or profitability, in any event. The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. The legal systems operating in Burkina Faso and Chile may be less developed than more established countries, which may also result in risks. See Section 3.1(b).

• Additional requirements for capital : The Company’s ongoing activities and growth through development will require substantial expenditures. There can be no guarantee that the Company will be able to access the funds necessary to finance its future activities and successfully achieve all the objectives of the Company’s overall business strategy on terms acceptable to the Company, or at all. Any equity financing may be dilutive to shareholders and any debt financing, if available, may involve restrictive covenants, which may limit the Company’s operations and business strategy. The Company’s failure to raise capital, if and when needed, could delay or suspend the Company’s business strategy and could have a material adverse effect on the Company’s activities. See Section 3.1(a).

• Exploration and operational risks : The future profitability of the Company and the value of its Shares are directly related to the results of exploration and any subsequent project development. Until the Company can realise value from its projects, it is likely to incur ongoing operating costs. There are risks in undertaking exploration and development activities, which are inherently risky and speculative. There is no guarantee that gold or other mineral deposits will be discovered in the locations being explored by the Company. In the event that deposits are, or have been discovered, there is no guarantee that they will be in commercially viable quantities or economically profitable. In addition, the Company's operations and profitability will be affected by operational risks. These include geological conditions, technical difficulties, securing and maintaining tenements, weather, attracting and retaining suitable staff in remote locations and construction of efficient processing facilities. See Section 3.1(c).

• Access to land : The Company will likely experience delays and cost overruns in the event it is unable to access the land required for its operations. This may be as a result of weather, environmental restraints, harvesting, landholder's or community activities, government legislation or other factors. In particular, Burkina Faso has a rainy season in the summer months. This has previously impacted on the Company's ability to conduct operations such as drilling and may do so in the future. See Section 3.1(d).

• Reliance on key personnel : The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its small senior management group. As the Company is a small organisation, there is substantial reliance on a few key personnel. Further as the Company's operations are in overseas jurisdictions, personnel with in-country knowledge are valuable to the Company's exploration and development activities. The Company's ability to manage its exploration and development activities, and hence its success, will depend in large part on the efforts of these individuals. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these personnel were to leave the Company or are unable to perform their duties. See Section 3.1(l).

• Title risk : The Company's operations and exploration permits and/or exploitation concessions in Burkina Faso and Chile. The Company’s exploration permits and/or exploitation concessions are subject to the 2015 Mining Code of Burkina Faso or 1983 Mining Code of Chile, as applicable.

In Burkina Faso, each exploration permit is for a specific term following which a replacement permit or exploitation permit may be applied for. The Kouri Permit is due for renewal in April 2020. The permit may then be renewed for two further periods of 3 years each. The Margou Permit expires in May 2021.The Babonga Permit expires in June 2020. The Goueli Permit expires in July 2020. Each exploration permit carries with it annual expenditure and reporting commitments, as well as other material conditions requiring compliance, such as satisfaction of other statutory payments (including land taxes and statutory duties) and compliance public health and safety laws. Consequently, the Company could lose title to or its interest in permits and concessions if permit and concession conditions are not met or if insufficient funds are available to meet expenditure commitments or statutory payments. There is no guarantee that the exploration permits granted by the government of Burkina Faso in connection with the properties will be renewed upon their termination.

In Chile, the Company holds exploitation concessions that are not subject to a renewal process other than the payment of an annual fee. Consequently, the Company could lose title to or its interest in concessions due to administrative error or if insufficient funds are available to meet statutory payments. There are no annual expenditure commitments on the exploitation concessions in Chile. The exploitation concessions in Chile are not subject to a specific term and therefore do not carry an expiration date.

Government approvals and permits are currently, and may in the future be, required in connection with the Company's operations including in any other foreign jurisdiction other than Burkina Faso or Chile. To the extent such approvals are required, and not obtained, the Company may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties. See Section 3.1(f).

• Environmental regulation risk : The Company's operations are subject to environmental regulations in Burkina Faso and Chile. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. See Section 3.1(h).

• Future government actions : Future Burkinabé or Chilean government actions concerning the economy or the operation and regulation of the mining industry could have a significant effect on the Company. No assurances can be given that the Company will not be adversely affected by any future developments in Burkina Faso and Chile. See Section 3.1(k).

Definitions of certain terms used in this Prospectus are contained in Section 6. All references to currency are to Australian dollars and all references to time are to WST unless otherwise indicated. Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

CORPORATE DIRECTORY

Directors Lawyers Mr Glenister Lamont Non-Executive Chairman Bellanhouse Mr Craig Mackay Managing Director Level 19, Alluvion Ms Kathryn Davies Non-Executive Director 58 Mounts Bay Road Perth WA 6000 Company Secretary Share Registry Ms Hayley Butcher Link Market Services Limited Locked Bag A14 Registered Office Sydney South NSW 1235 Telephone: +61 1300 554 474 Office 7, Level 2 609 Canterbury Road Auditor Surrey Hills VIC 3127 Deloitte Touche Tohmatsu Tower 2, Brookfield Place Telephone: +61 3 9836 4146 123 St Georges Terrace Email: info@goldenrim.com.au Perth WA 6000 ASX Code:** GMR

Website: www.goldenrim.com.au

• This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

TIMETABLE

Event	Date*
Lodgement of Prospectus with ASIC and ASX Opening Date	17 July 2019
Closing Date of Offer	29 August 2019
Issue of Shares pursuant to the Offer	30 August 2019

• These dates are indicative only and subject to change. Subject to the Corporations Act and the Listing Rules, the Directors reserve the right to vary these dates, including the Closing Date, without prior notice.

TABLE OF CONTENTS

	TABLE OF CONTENTS
Section	Page No
1.	Details of the Offer ..................................................................... 1
2.	Effect of the Offer ...................................................................... 6
3.	Risk factors .............................................................................. 7
4.	Additional information ............................................................... 16
5.	Authorisation ........................................................................... 24
6.	Glossary of Terms ..................................................................... 25

1. Details of the Offer

1.1 Summary of the Offer

The Company is offering, pursuant to this Prospectus, 100 Shares at an issue price of $0.012 each to raise $1.20 (before costs) ( Offer ).

The Offer will only be extended to specific parties at the invitation of the Directors. Application Forms will only be provided by the Company to these parties, together with a copy of this Prospectus.

Shares issued under the Offer will be issued as fully paid ordinary shares and will rank equally in all respects with the existing Shares on issue. Refer to Section 4.1 for a summary of the rights and liabilities attaching to the Shares under the Offer.

1.2 Previous issue of Shares and court application

• (a) September 2018 Shares

On 21 September 2018, the Company issued 38,461,540 Shares, being the second and final tranche of a placement to sophisticated and professional investors at an issue price of $0.026 per Share ( September 2018 Shares ) The total two tranche placement raised approximately $3 million (before costs) ( September 2018 Placement ). For further details of the September 2018 Placement, refer to the Company's announcement dated 30 July 2018.

The September 2018 Shares were issued without disclosure under Part 6D.2 (Disclosure to Investors about Securities) of the Corporations Act and pursuant to prior shareholder approval obtained at the Company's general meeting held on 13 September 2018.

(b) May 2019 Shares

On 17 May 2019, the Company issued:

• (i) 55,498,960 Shares, being the second and final tranche of a placement to sophisticated and professional investors at an issue price of $0.013 per Share;

• (ii) 6,500,000 Shares to a nominee of Hartleys Limited at a deemed issue price of $0.013 per Share in part consideration for corporate advisory services provided to the Company by Hartleys Limited; and

• (iii) 2,200,000 Shares to a nominee of Adelaide Equity Partners Limited at a deemed issue price of $0.013 per Share in part consideration for investor relations and corporate advisory services provided to the Company by Adelaide Equity Partners Limited,

(together, the May 2019 Shares ).

For further details of the two tranche placement, refer to the Company's announcement dated 4 March 2019. The May 2019 Shares were issued without disclosure under Part 6D.2 (Disclosure to Investors about Securities) of the Corporations Act and pursuant to prior shareholder approval obtained at the Company's general meeting held on 9 May 2019.

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(c) Court Application

As announced on 17 July 2019, the Company advises that it will shortly file an application with the Federal Court of Australia seeking declaratory relief and ancillary orders relating to the issue of the September 2018 Shares and May 2019 Shares, and the subsequent offer for sale by subscribers of those Shares. The Company will keep the market updated accordingly.

1.3 Purpose of the Prospectus

Generally, section 707(3) of the Corporations Act requires that a prospectus is issued in order for a person to whom securities were issued without disclosure under Part 6D of the Corporations Act to on-sell those securities within 12 months of the date of their issue.

The Corporations Act provides an exception to section 707(3) where an entity issues a 'cleansing' notice under section 708A(5). Section 708A(11) of the Corporations Act provides another exemption from the general requirement under section 707(3) where:

• (a) the relevant securities are in a class of securities of the company that are already quoted on ASX;

• (b)

• a prospectus is lodged with ASIC either:

• (i) on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or

• (ii) before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and

• (c) the prospectus is for an offer of securities issued by the company that are in the same class of securities as the relevant securities.

The primary purpose of this Prospectus is to comply with section 708A(11) of the Corporations Act to remove any trading restrictions that may have attached to Shares issued or to be issued by the Company prior to the Closing Date, including the September 2018 Shares and May 2019 Shares, so that subscribers may, if they choose to, sell those Shares (as applicable) within twelve months from the date of their issue without the issue of a prospectus.

Accordingly, the purpose of this Prospectus is to make the Offer and ensure that any further on-sale of the September 2018 Shares and May 2019 Shares does not breach section 707(3) of the Corporations Act.

The Shares issued under the Offer will be issued under the Company's existing placement capacity under Listing Rule 7.1. A total amount of $1.20 will be raised under the Offer. The total estimated expenses of the Offer of $11,128.00 will be paid by the Company from its cash reserves.

1.4

Closing Date

The Closing Date for the Offer is 29 August 2019. The Company reserves the right, subject to the Corporations Act and the Listing Rules to extend the Closing Date without prior notice. If the Closing Date is varied, subsequent dates may also be varied accordingly.

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1.5 Minimum subscription

There is no minimum subscription for the Offer.

1.6 Application Forms

The Offer is being extended to investors who are invited by the Company to subscribe for Shares and is not open to the general public. The Company may determine in its discretion whether to accept any or all Applications.

Applications must be made using the Application Form attached to this Prospectus. To the maximum extent permitted by law, the Directors will have discretion over which Applications to accept.

Completed Application Forms, together with application monies, must be received by the Company prior to the Closing Date. Application Forms should be delivered to the Company in accordance with the instructions on the Application Form.

If you are in doubt as to the course of action, you should consult your professional advisor.

Acceptance of a completed Application Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Shares accepted by the Company. The Application Form does not need to be signed to be a binding acceptance of the Shares under the Offer.

If the Application Form is not completed correctly it may still be treated as valid. The Directors' decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Application Form, is final.

By completing and returning an Application Form with the requisite Application Monies, Applicants will be deemed to have represented and warranted on behalf of themselves or each person on whose account they are acting that the law in their place of residence and/or where they have been given the Prospectus, does not prohibit them from being given the Prospectus and that they:

• (a) agree to be bound by the terms of the Offer;

• (b) declare that all details and statements in the Application Form are complete and accurate;

• (c) declare that they are over 18 years of age and have full legal capacity and power to perform all their rights and obligations under the Application Form;

• (d) authorise the Company and its respective officers or agents, to do anything on their behalf necessary for the Shares to be issued to them, including to act on instructions of the Share Registry upon using the contact details set out in the Application Form;

• (e) acknowledge that the information contained in, or accompanying, the Prospectus is not investment or financial product advice or a recommendation that Shares are suitable for them given their investment objectives, financial situation or particular needs; and

• (f) acknowledge that the Shares have not been, and will not be, registered under the securities laws in any other jurisdictions outside Australia.

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1.7 Issue and dispatch

Subject to the Corporations Act and the Listing Rules, the Company intends to issue the Shares under the Offer on or about 30 August 2019. Security holder statements will be dispatched, as soon as possible after the issue of the Shares under the Offer.

1.8 Application Monies held on trust

All Application Monies received for the Shares will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Shares are issued. All Application Monies will be returned (without interest) if the Shares are not issued.

1.9 ASX quotation

Application will be made to ASX no later than 7 days after the date of this Prospectus for official quotation of the Shares under the Offer. If permission is not granted by ASX for the Official Quotation of the Shares offered by this Prospectus within 3 months after the date of this Prospectus (or such period as the ASX allows), the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

1.10 CHESS

The Company participates in the Clearing House Electronic Sub-register System known as CHESS, operated by ASX Settlement Pty Limited (a wholly owned subsidiary of ASX), in accordance with the Listing Rules and the ASX Settlement Operating Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Shares. If you are broker sponsored, ASX Settlement Pty Limited will send you a CHESS statement. The CHESS statement will set out the number of Shares issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Shares.

If you are registered on the Issuer Sponsored sub-register, your statement will be dispatched by the Share Registry and will contain the number of Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time; however, a charge may be made for additional statements.

1.11 Residents outside Australia

This Prospectus and an accompanying Application Form do not, and are not intended to, constitute an offer of Shares in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

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1.12 Risk factors

An investment in Shares of the Company should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are detailed in Section 3.

1.13

Taxation implications

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for Shares under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders or potential investors. As a result, Applicants should consult their professional tax adviser in connection with subscribing for Shares under this Prospectus.

1.14

Major activities and financial information

A summary of the major activities and financial information relating to the Company can be found in the Company's Annual Report for the financial year ended 30 June 2018 lodged with ASX on 21 September 2018 and the Company's Half Yearly Report to 31 December 2018 lodged with ASX on 12 March 2019. The Company has made continuous disclosure notices (i.e. ASX announcements) since the lodgement of its Half Yearly Report on 12 March 2019.

Copies of the Annual Report and Half Yearly Report are available free of charge from the Company. The Directors strongly recommend that Applicants review these and all other announcements prior to deciding whether or not to participate in the Offer.

1.15

Privacy

Applicants will be providing personal information to the Company (directly or by the Share Registry) on the Application Form. The Company collects, holds and will use that information to assess the Acceptance, service Shareholders' needs, facilitate distribution payments and corporate communications to Shareholders, and carry out administration. The information may also be used from time to time and disclosed to persons inspecting the register, bidders for Securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

Shareholders can access, correct and update the personal information the Company holds about them by contacting the Company or the Share Registry at the relevant contact numbers set out in this Prospectus. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules.

Applicants should note that if they do not provide the information required on Application Form, the Company may not be able to accept or process their Acceptance.

1.16 Enquiries concerning Prospectus

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on +61 (0)3 9836 4146.

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2. Effect of the Offer

2.1 Capital structure on completion of the Offer

	Shares	Unquoted Options1
Balance at the date of this Prospectus	723,220,708	121,160,564
To be issued under the Offer	100	-
Balance after the Offer2	723,220,808	121,160,564

Notes:

1. Unquoted Options are comprised of:

2. (i) 1,433,335 Options exercisable at $0.45 and expiring on 28 November 2019;

3. (ii) 5,959,404 Options exercisable at $0.075 and expiring on 6 July 2020;

4. (iii) 8,699,999 Options exercisable at $0.075 and expiring on 21 December 2019;

5. (iv) 1,600,000 Options exercisable at $0.07 and expiring on 17 July 2020;

6. (v) 90,767,825 Options exercisable at $0.04 and expiring on 14 September 2020;

7. (vi) 12,700,000 Options exercisable at $0.04 and expiring on 19 December 2020; and

8. (vii) 1 Option convertible into 7,903,437 Shares, exercisable at $126,455 ($0.016 per Share) and expiring on 28 December 2019.

9. Assumes no further Securities are issued by the Company and no Options are converted to Shares.

2.2 Financial effect of the Offer

After paying the expenses of the Offer of approximately $11,128.00, there will be no proceeds from the Offer. The expenses of the Offer (exceeding $1.20) will be met from the Company's existing cash reserves. The Offer will have an effect on the Company's financial position of reducing the cash balance by $11,126.80, being receipt of funds of $1.20, less expenses of the Offer of $11,128.00. As the issue of the 100 Shares under this Prospectus will not have a material impact on the Company’s financial position, a pro-forma statement of financial position of the Company showing the financial effect of the Offer has not been included in this Prospectus.

Please refer to Section 4.14 for further details on the estimated expenses of the Offer.

2.3 Effect of the Offer on control of the Company

The Company is of the view that the Offer will not affect the control (as defined by section 50AA of the Corporations Act) of the Company. No new investor or existing Shareholder will have a voting power greater than 20% as a result of the completion of the Offer (see Section 4.8).

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3. Risk factors

Activities in the Company and its controlled entities, as in any business, are subject to risks, which may impact on the Company's future performance. The Company and its controlled entities have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control.

The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors which potential investors need to be aware of in evaluating the Company's business and risks of investing in the Company. This list is not exhaustive and potential investors should read this Prospectus in its entirety and if in any doubt consult their professional adviser before deciding whether to participate in the Offer.

The principal risks include, but are not limited to, the following:

3.1

Specific Risks

(a) Additional requirements for capital

The Company’s ongoing activities and growth through development will require substantial expenditures. There can be no guarantee that the Company will be able to access the funds necessary to finance its future activities and successfully achieve all the objectives of the Company’s overall business strategy on terms acceptable to the Company, or at all. Any equity financing may be dilutive to shareholders and any debt financing, if available, may involve restrictive covenants, which may limit the Company’s operations and business strategy. The Company’s failure to raise capital, if and when needed, could delay or suspend the Company’s business strategy and could have a material adverse effect on the Company’s activities.

(b) Country risk

The Company's operations and assets are located in Burkina Faso and Chile. The Company’s operations in Burkina Faso and Chile are exposed to various levels of political, economic and other risks and uncertainties associated with operating in a foreign jurisdiction. These risks and uncertainties include, but are not limited to, currency exchange rates, high rates of inflation, terrorism, labour unrest, social unrest, civil disobedience, renegotiation or nullification of existing concessions, licences, permits and contracts, changes in taxation policies, changing political conditions, war and civil conflict, lack of law enforcement, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Changes, if any, in mining or investment policies or shifts in political attitude in Burkina Faso and/or Chile may adversely affect the Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of interests.

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Given the Company’s focus on its operations in Burkina Faso, the security of the Company’s employees and contractors in Burkina Faso, in particular, is key to the Company’s ability to perform its exploration and development activities and hence its success. However, the security environment in Burkina Faso and/or Chile may deteriorate and adversely affect the Company’s operations.

The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity.

The legal systems operating in Burkina Faso and Chile may be less developed than more established countries, which may result in risks such as:

• (i) political difficulties in obtaining effective legal redress in the courts whether in respect of a breach of law or regulation, or in an ownership dispute;

• (ii) a higher degree of discretion on the part of governmental agencies;

• (iii) the lack of political or administrative guidance on implementing applicable rules and regulations including, in particular, as regards local taxation and property rights;

• (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; and

• (v) relative inexperience of the judiciary and court in such matter.

The commitment by local business people, government officials and agencies and the judicial systems to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licences, license application or other legal arrangements will not be adversely affected by the actions of the government authorities or others and the effectiveness of and enforcement of such arrangements cannot be assured.

(c)

Exploration and operational risks

The future profitability of the Company and the value of its Shares are directly related to the results of exploration and any subsequent project development. Until the Company can realise value from its projects, it is likely to incur ongoing operating costs. There are risks in undertaking exploration and development activities, which are inherently risky and speculative including:

• (i) There is no guarantee that gold or other mineral deposits will be discovered in the locations being explored by the Company. In the event that deposits are, or have been discovered, there is no guarantee that they will be in commercially viable quantities or economically profitable.

• (ii) Operational risks including geological conditions, technical difficulties, securing and maintaining tenements, weather, attracting and retaining suitable staff in remote locations and construction of efficient processing facilities. The operation may be

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affected by force majeure, engineering difficulties and other unforeseen events.

• (iii) Obtaining approvals and licences necessary to conduct the exploration and mining, and satisfying conditions which may be imposed in order to proceed with the exploration or mining of the deposits. It may not be possible for the Company to satisfy these conditions, which may preclude the Company from carry out its activities.

• (iv) The Company’s operations may be impacted by local community actions. There is no assurance that the Company’s operations will not be impacted by such actions or to the extent they may be impacted. To the extent such actions occur, the Company may be curtailed or prohibited from continuing with its exploration activities or proceeding with any future exploration or development.

These factors affect the Company's ability to establish mining operations, continue with its projects, earn income from its operations and will affect the Share price.

(d)

Access to land

The Company will likely experience delays and cost overruns in the event it is unable to access the land required for its operations. This may be as a result of weather, environmental restraints, harvesting, landholder's or community activities, government legislation or other factors. In particular, Burkina Faso has a rainy season in the summer months. This has previously impacted on the Company's ability to conduct operations such as drilling and may do so in the future.

Access to land often depends on the Company being successful in negotiating with landholders. There is no assurance that the Company will obtain all the permissions required as and when required or that new conditions will not be imposed in connection therewith. To the extent such permissions are not obtained, the Company may be curtailed or prohibited from continuing with its exploration activities or proceeding with any future exploration or development.

The maintenance, renewal and granting of concessions often depends on the Company being successful in obtaining required statutory approvals. There is no assurance that the Company will be granted all the mining or exploration concessions for which it has applied or that licences, concessions, leases, permits or consents will be renewed as and when required or that new conditions will not be imposed in connection therewith. To the extent such approvals, consents or renewals are not obtained, the Company may be curtailed or prohibited from continuing with its exploration activities or proceeding with any future exploration or development.

(e) Resource estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available.

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In addition, resource estimates are necessarily imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. Should the Company encounter mineralisation or formations different from those predicted by past drilling, sampling and similar examinations, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect the Company's operations.

(f)

Title risk

The Company's operations and exploration permits and/or exploitation concessions are located in Burkina Faso and Chile.

The Company has 100% wholly owned exploration permits in Burkina Faso as follows: Kouri, Margou and Babonga.

The Company is the 100% beneficial owner of the Goueli Permit in Burkina Faso which is held on trust by an unrelated third party. Currently, the Goueli Permit is the subject of an application transferring it directly to the Company’s Burkina Faso subsidiary. The Company understands that the transfer is a matter of process. Should the transfer not be effected for any reason, the Goueli Permit will continue to be held on trust.

Through a joint venture company, the Company has an approximate 73% interest in exploitation concessions in Chile (the Paguanta Project) as follows: José Miguel 1 1-30, José Miguel 2 1-30, José Miguel 3 1-30, José Miguel 4 1-30, José Miguel 5 1-30, José Miguel 6 1-30, José Miguel 7 1-30, José Miguel 8 1-30, Carlos Felipe 1 1-30, Carlos Felipe 2 1-30, Carlos Felipe 3 1-30, Carlos Felipe 4 1-30, Carlos Felipe 5 1-30, and Carlos Felipe 6 1-30.

The Company is also well advanced in the process of converting the following exploration concessions in Chile to exploitation concessions Teki I 1, Teki I 2, Teki I 3, Teki I 4, Teki I 5, Teki I 6, and Teki I 7. These concessions are 100% wholly owned by the Company and not the joint venture company, although they are in close proximity to the Paguanta Project. All of these concessions have Sernageomín’s (National Geology and Mining Service) final approval. The final resolutions are dated January 2019 and, in respect of Teki I 5 1/60, 3 June 2019.

The Company’s exploration permits and/or exploitation concessions are subject to the 2015 Mining Code of Burkina Faso or 1983 Mining Code of Chile , as applicable.

In Burkina Faso, each exploration permit is granted for a specific term following which a replacement permit or exploitation permit may be applied for. The Kouri Permit is due for renewal in April 2020. The permit may then be renewed for two further periods of 3 years each. The Margou Permit expires in May 2021.The Babonga Permit expires in June 2020. The Goueli Permit expires in July 2020. Each exploration permit carries with it annual expenditure and reporting commitments, as well as other material conditions requiring compliance, such as satisfaction of other statutory payments (including land taxes and statutory duties) and compliance with work programmes and public health and safety laws.

Consequently, the Company could lose title to, or its interest in, permits and concessions if permit and concession conditions are not met or if insufficient

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funds are available to meet expenditure commitments or statutory payments.

There is no guarantee that the exploration permits granted by the government of Burkina Faso in connection with the properties will be renewed upon their termination.

In Chile, the Company holds exploitation concessions that are not subject to a renewal process other than the payment of an annual fee. Consequently, the Company could lose title to or its interest in concessions due to administrative error or if insufficient funds are available to meet the annual fee payable. There are no annual expenditure commitments on the exploitation concessions in Chile. The exploitation concessions in Chile are not subject to a specific term and therefore do not carry an expiration date.

Government approvals and permits are currently, and may in the future be, required in connection with the Company's operations including in any other foreign jurisdiction other than Burkina Faso or Chile. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties.

(g) Commodity prices

If the Company's projects are developed to production, the Company's revenue will come from the sale of product. Therefore, its earnings will be closely related to the price and arrangements it enters into for selling of its products. Product prices fluctuate and are affected by factors including the relationship between global supply and demand for gold, forward selling by producers, the cost of production and general global economic conditions, such as inflation, interest rates and currency exchange rates.

In particular, fluctuations in gold, silver, zinc and lead prices will significantly affect the Company's future operations and profitability. Should the Company be successful in developing its existing projects and bringing them into production, if the market prices for those commodities fall below the Company's production costs and remain at such levels for any sustained period of time, it may not be economically feasible to commence or continue production. This would materially and adversely affect production, profitability and the Company's financial position. The Company may, against a decline in the commodity prices, experience losses and may determine to discontinue operations or development of a project or mining at one or more of its properties. If the relevant price drops significantly, the economic prospects of the projects in which the Company has an interest could be significantly reduced or rendered uneconomic.

A decline in the market prices of relevant commodities may also require the Company to write down its mineral resources which would have a material and adverse effect on its earnings and profitability. Should any significant write-down in resources be required, material write-down of the Company's investment in the affected mining properties and increased amortisation, reclamation and closure expenses may be required.

Fluctuations in commodity prices may have an adverse effect on the Company's exploration, development and production activities as well as its ability to fund those activities.

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(h) Environmental regulation risk

The Company's operations are subject to environmental regulations in Burkina Faso and Chile. These regulations include a number of environmental obligations including, but not limited to:

• (i) in Chile, the submission of environmental impact statements or environmental impact studies; and

• (ii) in Burkina Faso, the Mining Code and regulations contain provisions that regulate the environmental aspects of mining activities together with more specific regulation under environmental legislation and regulations. Any applicant for mining title, except for exploration permit or authorization for quarrying exploitation, must undertake an environmental impact study along with a public survey and an environmental management and mitigation plan.

Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions (including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed) and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.

Amendments to current laws, regulations and permits governing the Company's operations and activities, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or require abandonment or delays in the development of new properties.

(i) Environmental liabilities risk

The Company's activities are subject to potential risks and liabilities associated with the potential pollution of the environment and the necessary disposal of mining waste products resulting from mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to the Company (or to other companies in the minerals industry) at a reasonable price. To the extent that the Company becomes subject to environmental liabilities, the satisfaction of any such liabilities would reduce funds otherwise available to the Company and could have a material adverse effect on the Company. Laws and regulations intended to ensure the protection of the environment are constantly changing and are generally becoming more restrictive.

(j) Land rehabilitation requirements

Although variable, depending on location and the governing authority, land rehabilitation requirements are generally imposed on mineral exploration

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companies, as well as companies with mining operations, in order to minimise long term effects of land disturbance. Such obligations exist in Burkina Faso and Chile. Rehabilitation may include requirements to control dispersion of potentially deleterious effluents and to reasonably re-establish pre-disturbance land forms and vegetation. In order to carry out rehabilitation obligations imposed on the Company in connection with its mineral exploration, the Company must allocate financial resources that might otherwise be spent on further exploration and/or development programs.

(k) Future government actions

Future Burkinabé or Chilean government actions concerning the economy or the operation and regulation of the mining industry could have a significant effect on the Company. No assurances can be given that the Company will not be adversely affected by any future developments in Burkina Faso and/or Chile.

(l) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its small senior management group. As the Company is a small organisation, there is substantial reliance on a few key personnel. Further as the Company's operations are in overseas jurisdictions, personnel with in-country knowledge are valuable to the Company's exploration and development activities. The Company's ability to manage its exploration and development activities, and hence its success, will depend in large part on the efforts of these individuals. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these personnel were to leave the Company or are unable to perform their duties.

(m) Corporate responsibility risk

The Company’s operations and activities interact with a range of community stakeholders who have an interest in the impacts of the Company’s activities and require the Company to maintain a social licence to discover, develop and operate mining projects. This encompasses compliance with environmental laws and regulations, occupational health and safety laws and regulations and anti-bribery and corruption laws. It also encompasses establishment and maintenance of community relations in Burkina Faso and Chile. These give rise to a range of risks including land access, reputational risk and the risk of losing its ‘social licence’ to operate. These risks have the potential to reduce access to resources, impact the Company’s reputation and increase operating costs including from compliance obligations arising from changes in laws and regulations.

3.2 General Risks

(a) Economic Risks

General economic conditions, movements in interest, inflation and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

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Further, share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

• (i) general economic outlook;

• (ii) interest rates and inflation rates;

• (iii) currency exchange rate fluctuations;

• (iv) changes in investor sentiment toward particular market sectors;

• (v) the demand for, and supply of, capital; and

• (vi) terrorism or other hostilities.

(b) Insurance coverage risk

Exploration and development operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, ground or slope failures, fires, floods, earthquakes and other environmental occurrences, political and social instability that could result in damage to or destruction of mineral properties or producing facilities, personal injury or death, environmental damage, delays in mining caused by industrial accidents or labour disputes, changes in regulatory environment, monetary losses and possible legal liability.

It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons.

Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of the Company.

(c) Unforeseen expenses

The Company may be subject to significant unforeseen expenses or actions.

This may include unplanned operating expenses, future legal actions or expenses in relation to future unforeseen events. The Directors expect that the Company will have adequate working capital to carry out its stated objectives however there is the risk that additional funds may be required to fund the Company's future objectives.

(d) Litigation risk

The Company is subject to litigation risks. All industries, including the minerals exploration industry, are subject to legal claims, with and without merit. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit.

Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company is or may become subject could have a material effect on its financial position, results of operations or the Company's activities.

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(e) Market conditions

The market price of the Company's Shares could fluctuate significantly. The market price of the Company's Shares may fluctuate based on a number of factors including the Company's operating performance and the performance of competitors and other similar companies, the public's reaction to the Company's press releases, other public announcements and the Company's filings with the various securities regulatory authorities, changes in earnings estimates or recommendations by research analysts who track the Company's Shares or the shares of other companies in the resource sector, changes in general economic conditions, the number of the Company's Shares publicly traded and the arrival or departure of key personnel, acquisitions, strategic alliances or joint ventures involving the Company or its competitors.

In addition, the market price of the Company's Shares are affected by many variables not directly related to the Company's success and are therefore not within the Company's control, including other developments that affect the market for all resource sector shares, the breadth of the public market for the Company's Shares, and the attractiveness of alternative investments. In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, has experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.

(f) Joint venture parties, contractors and agents

The Directors are unable to predict the risk of financial failure or default by a participant in any joint venture to which the Company or its associated companies is or may become a party; or insolvency or other managerial failure by any of the contractors used by the Company in any of its activities; or insolvency or other managerial failure by any of the other service providers used by the Company for any activities.

3.3 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by prospective investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for the Shares.

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4. Additional information

4.1 Rights and liabilities attaching to Shares

A summary of the rights attaching to Shares in the Company is below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) General meeting and notices

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Constitution, the Corporations Act or the Listing Rules.

(b)

Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there is only one class of shares), at meetings of Shareholders of the Company:

• (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder; and

• (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid shares, shall have such number of votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the Directors may determine that a dividend is payable, fix the amount and the time for payment of the dividend and authorise the payment of crediting of the dividend by the Company to, or at the direction of, each Shareholder entitled to that dividend.

(d) Rights on winding up

Subject to the rights of holders of shares with special rights in a winding up, on a winding up of the Company all assets that may be legally distributed among members will be distributed in proportion to the number of shares

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held by them irrespective of the amount paid up or credited as paid up on the shares.

(e) Transfer of shares

Subject to the Constitution and to any restrictions attached to a member’s shares by a proper ASX Settlement Pty Limited transfer, a written transfer in any usual form or in any other form approved by the Directors, or any other electronic system established or recognised by the Listing Rules.

The Directors may decline to register a transfer of shares (other than by ASX Settlement Pty Limited transfer) where:

• (i) the Listing Rules or the settlement rules of ASX Settlement Pty Limited permit or require the Company to do so; or

• (ii) the transfer is in breach of the Listing Rules or any escrow agreement relating to restricted securities entered into by the Company under the Listing Rules.

(f) Future increases in capital

The allotment and issue of any shares is under the control of the Directors. Subject to the Listing Rules, the Corporations Act and any special rights conferred on the holder of any shares, the Directors may allot or otherwise dispose of shares, the Directors may allot or otherwise dispose of shares on such terms and conditions as they see fit.

(g) Variation of rights

Under the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares in that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

4.2 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the stock market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of its Shares.

The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a Directors' statement and report, and an audit review or report.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 4.3 below). Copies of all

17

documents announced to the ASX can be found at www.asx.com.au under the code GMR.

4.3 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the Offer a copy of:

• (a) the Annual Report for the period ending 30 June 2018 lodged with ASX on 21 September 2018 ( Annual Financial Report );

• (b) the Half Yearly Report for the period ending 31 December 2018 lodged with ASX on 12 March 2019; and

• (c) the continuous disclosure notices given by the Company to notify ASX of information relating to the Company since the Company lodged its Half Yearly Report and before the date of issue of this Prospectus which are as follows:

Date Lodged Subject of Announcement

15 July 2019 Kouri Drilling Update

• 2 July 2019 Form 603 Pella Group

• 1 July 2019 Suspension from Official Quotation

• 1 July 2019 Pause in Trading

28 June 2019 Form 603 Golden Rim

28 June 2019 Cleansing Notice Lafi Transaction

28 June 2019 Golden Rim Quadruples Kouri Gold Project

28 June 2019 Appendix 3B Lafi Transaction

11 June 2019 Broad Zones of Gold Mineralisation Identified at Kouri

4 June 2019 Positive Start to Exploration on New Kouri Permits

24 May 2019 Ceasing to be a substantial holder

20 May 2019 Updated Investor Presentation

17 May 2019 Amendment to Announcement, Kouri Exploration Update

17 May 2019 Kouri Exploration Update

17 May 2019 Becoming a substantial holder

17 May 2019 Appendix 3B

15 May 2019 Change in substantial holding

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Date Lodged Subject of Announcement

9 May 2019 General Meeting Results 6 May 2019 Commencement of Major Drilling Program at Kouri 29 April 2019 Quarterly Activities Report 9 April 2019 Notice of General Meeting of Shareholders 27 March 2019 Execution of Agreement to Acquire Strike Extension 26 March 2019 Rig Mobilisation for Major Drilling Program Underway

The following documents are available for inspection throughout the period of the Offer during normal business hours at the registered office of the Company:

• (a) this Prospectus;

• (b) the Constitution; and

• (c) the consents referred to in Section 4.15 and the consents provided by the Directors to the issue of this Prospectus.

4.4 Information excluded from continuous disclosure notices

Other than as set out below, there is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules, and which is required to be set out in this Prospectus.

The Company has undertaken a drilling program at its flagship Kouri Gold Project, with the first results from the current program being released on 15 July 2019. Further exploration results are anticipated to be released over the coming weeks as they are received.

The Company is in advanced negotiations to acquire a right to an additional exploration permit in Burkina Faso. The permit is currently under application for grant and completion of the agreement, if executed, would be conditional on the successful grant of the permit. Whilst the Company is confident of concluding these negotiations shortly after lodgement of this Prospectus, there is no guarantee that the acquisition will proceed. If an acquisition does proceed it is not anticipated to have a material effect on the Company’s balance sheet. In the event a transaction is consummated, the Company will make an announcement to the ASX in accordance with its continuous disclosure obligations.

As announced on 28 June 2019, the Company plans to accelerate its exploration efforts in Burkina Faso. Further funding will be required by the Company to meet its stated objectives. The Company is finalising the terms of a capital raising which it anticipates completing shortly after lodgement of this Prospectus, in one or more tranches. The terms of the capital raising are incomplete as at the date of this Prospectus, and there is no guarantee that it will proceed. The Company will make an announcement to the ASX in accordance with its continuous disclosure obligations in the event terms of the capital raising are agreed.

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4.5 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Shares under this Prospectus.

4.6

Market price of Shares

The latest available closing market sale price of Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was $0.013 on 28 June 2019. The Company's Shares were suspended from trading on 1 July 2019.

The highest and lowest market sale prices of the Shares on ASX during the 3 months immediately preceding the date the Company's Shares were suspended from trading, and the respective dates of those sales were:

Highest: $0.013 on 28 June 2019, 23-24 May 2019, 11-16 April 2019 and 1-4 April 2019.

Lowest: $0.01 on 19-21 June 2019 and 13 June 2019.

4.7 Dividend policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

4.8

Substantial Shareholders

Based on Substantial Shareholder Notices as at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Substantial Shareholder	Shares	Voting power
Capital Drilling (Mauritius) Ltd	76,923,000	11.80%
Ausdrill Limited	49,692,522	10.6%
Westward Investments Limited & Sommer Consulting Limited	56,690,035	7.98%
Golden Rim Resources Ltd (by virtue of shares being held in escrow)	71,130,936	9.84%

4.9 Directors' interests

Except as disclosed in this Prospectus, no Director and no firm in which a Director or proposed director is a partner:

• (a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Shares offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Shares offered under this Prospectus; or

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• (b) has been paid or given or will be paid or given any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Shares offered under this Prospectus.

4.10 Directors' interests in Company Securities

The Directors have the following relevant interests in the Securities as at the date of this Prospectus:

Directors	Shares	Voting power	Unquoted Options
Glenister Lamont1	428,746	0.06%	2,944,230
Craig Mackay2	3,651,506	0.50%	9,021,794
Kathryn Davies	300,000	0.04%	2,600,000

Notes:

1. Glenister Lamont holds Shares and Options indirectly through related parties.

2. Craig Mackay holds Shares and Options indirectly through related parties.

4.11 Remuneration of Directors

The Constitution provides that the Directors may be paid for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Directors prior to the first annual general meeting of the Company, to be divided among themselves as agreed, and in default of agreement then in equal shares. The maximum aggregate amount of fees available to be paid to Directors is currently set at $300,000 per annum.

A Director may also be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Current and former Directors received the following remuneration for the preceding two financial years:

Director	FY	Salary, fees & leave $	Super- annuation $	Share-based payments $	TOTAL $
Glenister Lamont	2019	63,927	6,073	6,560	76,560
	2018	63,927	6,073	26,358	96,358
Craig Mackay	2019	297,218	20,531	20,500	338,249
	2018	292,534	20,049	87,860	400,443
Kathryn Davies	2019	45,662	4,338	6,560	56,560
	2018	45,662	4,338	26,358	76,358
Rick	2019	-	-	-	-

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Director	FY	Salary, fees & leave $	Super- annuation $	Share-based payments $	TOTAL $
Crabb1	2018	17,641	3,193	26,358	47,192

Notes:

1. Rick Crabb resigned on 29 November 2017.

4.12 Related party transactions

There are no related party transactions involved in the Offer.

4.13 Interests of other persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

• (a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• (b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Offer.

Bellanhouse will be paid approximately $6,000 (plus GST) in fees for legal services in connection with the Offer.

4.14 Expenses of Offer

Estimated expenses of the Offer	$
ASIC lodgement fee & ASX quotation fee	5,128
Legal and preparation expenses	6,000
TOTAL	11,128

4.15 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of Shares under this Prospectus), the Directors, any persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

• (a) has not authorised or caused the issue of this Prospectus or the making of the Offer;

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• (b) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and

• (c) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Bellanhouse has given its written consent to being named as the solicitors to the Company in this Prospectus. Bellanhouse has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

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5. Authorisation

This Prospectus is authorised by each of the Directors of the Company.

This Prospectus is signed for and on behalf of Company by:

==> picture [130 x 60] intentionally omitted <==

________ Craig Mackay Managing Director Golden Rim Resources Ltd

Dated: 17 July 2019

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6. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$ means Australian dollars.

Acceptance means a valid Application for Shares made pursuant to this Prospectus on an Application Form.

Applicant means a person who submits an Application Form.

Application means a valid application for Shares made on an Application Form.

Application Form means the Application Form provided by the Company with a copy of this Prospectus.

Application Monies means the amount of money in dollars and cents payable for Shares at $0.012 per Share pursuant to the Offer.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the Directors meeting as a board.

Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day.

CHESS means ASX Clearing House Electronic Sub-register System.

Closing Date has the meaning given in Section 1.4.

Company means Golden Rim Resources Ltd (ACN 006 710 774).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means Corporations Act 2001 (Cth).

Directors mean the directors of the Company as at the date of this Prospectus.

Issuer Sponsored means Shares issued by an issuer that are held in uncertified form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Listing Rules means the official listing rules of ASX and any other rules of ASX which are applicable while any Shares are admitted to the Official List, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

May 2019 Shares has the meaning given in Section 1.2(b).

Offer has the meaning given in Section 1.1.

Official List means the official list of ASX.

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Official Quotation means quotation of Shares on the Official List.

Option means the right to acquire one Share in the capital of the Company.

Prospectus means this prospectus dated 17 July 2019.

Section means a section of this Prospectus.

Securities means any securities, including Shares and Options, issued or granted by the Company.

September 2018 Placement has the meaning given in Section 1.2(a).

September 2018 Shares has the meaning given in Section 1.2(a).

Share means an ordinary fully paid share in the capital of the Company.

Share Registry means Link Market Services Limited (ACN 083 214 537).

Shareholder means a holder of Shares.

WST means Western Standard Time, being the time in Perth, Western Australia.

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