GOLDEN RIM RESOURCES

LIMITED

ABN 39 006 710 774

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

16 April 2013

Time of Meeting

5.00pm WST

Place of Meeting

Fraser's Function Centre

Rooms 1 & 2

Kings Park/Fraser Ave

West Perth, Western Australia

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

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GOLDEN RIM RESOURCES LIMITED ABN 39 006 710 774

NOTICE OF GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Golden Rim Resources Limited ABN 39 006 710 774 (Company) will be held at 5.00pm WST on 16 April 2013 at Fraser's Function Centre, Rooms 1 & 2, Kings Park/Fraser Ave, West Perth, Western Australia, the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

Resolution 1 - Ratification of issue of Shares

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, the Company ratify the allotment and issue of 52,500,000 Shares (at an issue price of

$0.04 each) on 21 February 2012 to clients of

Patersons Securities Limited on the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue the subject of Resolution 1 and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

Hayley Butcher

Company Secretary

Dated: 1 March 2013

OTHER BUSINESS

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

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How to vote

Shareholders can vote by either:

 attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or

 appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

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. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

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.

 Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions. These rules are explained in this Notice.

 To be effective, proxies must be lodged by 5.00pmWST on 14 April 2013being 48 hours before the commencement of the Meeting. Proxies lodged after this time will be invalid.

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

- by returning a completed proxy form in person or by post using the pre-addressed envelope provided with this Notice to:
Security Transfer Registrars
PO BOX 535
APPLECROSS WA 6953
Australia
- by faxing a completed proxy form to
+61 8 9315 2233.
The proxy form must be signed by the shareholder or the shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 5.00pm WST on 14
April 2013 . If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5.00pm WST on 14 April 2013.

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PROXY FORM

GOLDEN RIM RESOURCES LIMITED ABN 39 006 710 774

Appointment of Proxy

If appointing a proxy to attend the General Meeting on your behalf, please complete the form and submit it in accordance with the directions on the reverse of the page.
I/Weof

being a shareholder/shareholders of Golden Rim

Resources Limited pursuant to my/our right to appoint not more than two proxies, appoint:

The Chairman of the
Meeting OR
(mark with an "X")

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

Write here the name of the person you are appointing as a second proxy (if any).
or failing him/her, (if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the General Meeting to be held at 5.00pm WST on 16 April 2013 Fraser's Function Centre, Rooms 1 & 2, Kings Park/Fraser Ave, West Perth, Western Australia, and at any adjournment of that meeting.
This proxy is to be used in respect of % of the ordinary shares I/we hold.

The Chair of the Meeting intends to vote all available proxies in favour of Resolution 1.

Voting directions to your proxy - please mark  to indicate your directions

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

If executed by a company, executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3

Sole Director & Sole Company Secretary Director Director/ Company Secretary

Date: / 2013

Contact Name Contact Business Telephone / Mobile

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INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Completion of a proxy form will not prevent individual shareholders from attending the General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the General Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the General Meeting.
2. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.
3. A proxy need not be a shareholder of the Company.
4. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
5. 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.
6. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of evidence of appointment. The appointment must comply with section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment to including any authority under which it is signed.
7. If a representative as power of attorney of a shareholder is to attend the meeting, a properly executed original (or certified copy) of the appropriate power of attorney under which they have been authorised should be produced for admission to the General Meeting.
8. Signing Instructions
You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary this form must be signed by that person.

If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone.
Otherwise this form must be signed by a Director jointly with either another Director or a
Company Secretary. Please indicate the office held by signing in the appropriate place.
9. Lodgement of a Proxy
This Proxy Form (and any power of attorney under which it is signed) must be received at the address below not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Hand deliveries: Security Transfer Registrars

770 Canning Highway
APPLECROSS WA 6153
Australia

Postal address: Security Transfer Registrars

PO Box 535
APPLECROSS WA 6953
Australia

Fax number: +61 8 9315 2233

GOLDEN RIM RESOURCES LIMITED 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 Golden Rim Resources Limited ABN 39 006 710 774(Company).

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are

set out in the Glossary to the Explanatory Memorandum.

RESOLUTION 1 - RATIFICATION OF ISSUE OF SHARES

As announced on 15 February 2013, the Company is undertaking a capital raising comprising:

 a placement of 52,500,000 Shares at an issue price of $0.04 per Share to raise $2,100,000 (Placement); and

 an underwritten entitlement offer of 56,800,692

Shares on the basis of 1 Share for every 9

Shares at an issue price of $0.04 per Share to raise approximately $2,272,028 less expenses (Offer).

The funds raised under the Placement and Offer will provide the Company with the necessary funds to conduct further exploration at the Balogo and Sebba projects; complete a definitive feasibility study for the Netiana Lodes at Balogo (subject to the results of the scoping study); provide for the initial acquisition costs in respect of a 90% interest in the Korongou project and exploration at the Korongou project, including a maiden RC drilling program; and provide working capital.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such ratification is to restore a company's maximum discretionary power to issue further shares up to

15% of the issued capital of the Company without requiring Shareholder approval.

Pursuant to Resolution 1, the Directors are seeking ratification under Listing Rule 7.4 of the issue of

52,500,000 Shares that was made on 21 February

2013 in order to restore the right of the Company to issue further shares within the 15% limit during the next 12 months.

The following information in relation to the Shares is provided to shareholders for the purposes of Listing Rule 7.5:

(a) 52,500,000 Shares were allotted and issued;

(b) the Shares were issued at an issue price of

$0.04 each;

(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue;

(d) the Shares were issued to sophisticated and professional investor clients of Patersons Securities Limited, all of whom are unrelated parties of the Company; and

(e) funds raised from the Placement and the Offer will provide the Company with the necessary funds to conduct further exploration at the Balogo and Sebba projects; complete a definitive feasibility study for the Netiana Lodes at Balogo (subject to the results of the scoping study); provide for the initial acquisition costs in respect of a 90% interest in the Korongou project and exploration at the Korongou project, including a maiden RC drilling program; and provide working capital.

GLOSSARY

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

Company means Golden Rim Resources Limited

ABN 39 006 710 774.

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

Corporations Act means Corporations Act 2001

(Cth).

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

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Listing Rules means the Listing Rules of the ASX.

Notice means this Notice of General Meeting.

Meeting means the General Meeting convened by the Notice.

Resolution means a resolution contained in this

Notice.

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

WST means Australian Western Standard Time.

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