RINCON RESOURCES LIMITED - Annual Report 2021

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2021

ANNUAL REPORT for the year ended 30 June 2021

ABN 54 628 003 538

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Corporate Directory	1
Chairman’s Letter	2
Directors’ Report	4
Auditor’s Independence Declaration	31
Consolidated Statement of Profit or Loss and Other Comprehensive Income	32
Consolidated Statement of Financial Position	33
Consolidated Statement of Changes in Equity	34
Consolidated Statement of Cash Flows	35
Notes to the Consolidated Financial Statements	36
Directors’ Declaration	59
Independent Auditor’s Report	60
Additional Shareholder Information	63
Tenement Listing	65
RINCON RESOURCES

CORPORATE DIRECTORY

Rincon Resources Limited is an Australian listed company focused on the acquisition, exploration and development of commercially significant resource projects in Western Australia, with a focus on gold and base metals. For more details visit www.rinconresources.com.au.

Directors

Mr Geoff McNamara (Non-Executive Chairman) Mr Zeffron Reeves (Non-Executive Director) Mr Blair Sergeant (Non-Executive Director) Mr Ed Mason (Non-Executive Director)

Company Secretary

Mr Zane Lewis

Registered Office

Suite 1, 295 Rokeby Road, SUBIACO WA 6008

Auditors

RSM Australia Partners Level 32 Exchange Tower 2 The Esplanade PERTH WA 6000

Share Registrar

Automic Pty Ltd Level 2, 267 St Georges Terrace PERTH WA 6000 GPO Box 5193, SYDNEY, NSW 2000 Telephone: 1300 288 664 (within Australia) Email: [email protected]

Securities Exchange Listing

Australian Securities Exchange Limited (Home Exchange: PERTH, Western Australia)

Code: RCR

2021 ANNUAL REPORT

CHAIRMAN’S LETTER

Dear Fellow Shareholder,

Welcome to the 2021 and inaugural Annual Report for Rincon Resources Limited (“Rincon”, or the “Company”, ASX:RCR), reflecting a successful first six months as a publicly listed company. After listing on the ASX on 21st December 2020, raising $6 million in a heavily oversubscribed Initial Public Offering (IPO), your Company has achieved many important milestones on its path to exploring and developing its flagship South Telfer GoldCopper Project in the Paterson Province, the Laverton Gold Project and the Kiwirrkurra GoldCopper Project.

The team behind Rincon have worked diligently during one of the most challenging periods in global history and I am extremely proud of the efforts of everyone involved. The IPO on the ASX represented an important phase, following three years of work and investment, to secure and execute the exploration programs that have identified and refined multiple targets across the Company’s portfolio of assets. I would like to thank all shareholders who have supported us on the journey so far. We believe there is much more to come and I look forward to reporting that to you in due course.

Following the IPO of Rincon and capital raising of $6 million at an issue price of $0.20 per share, the Company was fully funded to commence multiple phases of exploration at the South Telfer, Laverton and Kiwirrkurra Projects, all in Western Australia.

Our exploration programs have been thorough, aggressive and used science in all its forms to identify multiple targets within the Company’s portfolio of projects.

Soil sampling at the Laverton Gold Project during December 2020 and Februar y 2021, followed by drilling in April, identified widespread gold mineralisation from multiple areas together with arsenic and silver.

Photo-geological mapping and interpretation, flying of a regional Versatile Time Domain Electromagnetic (VTEM) geophysical survey and a ground Gradient Array Induced Polarisation (GAIP) survey completed at the South Telfer Gold-Copper Project has identified multiple new targets.

Native Title Agreements and Heritage Clearances at both the South Telfer and Laverton Projects are important building blocks in the Company’s Environmental, Social and Corporate Governance (ESG) framework and Rincon’s collective conscientiousness for social and environmental factors.

Operating under the COVID19 restriction umbrella has been challenging both in terms of site logistics, staff and contractors, reporting and administration. It is testament to our team at Rincon that the focus has been on exploring the projects and getting the job completed in a safe, compliant and sustainable way. Our reputation for our standards of operation are very important and this will continue to influence the way in which Rincon goes about its business.

In closing, I would like to thank all shareholders for their confidence and positivity. I am sure you will all share my enthusiasm for the ongoing and future exploration and development of our projects and one that should continue to reward shareholders through its next phases. I would also like to thank our Board members and employees for their ongoing support. We look forward to another successful year ahead.

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Geoff McNamara Non-Executive Chairman

RINCON RESOURCES

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“ Soil sampling at the Laverton Gold Project during December 2020 and February 2021, followed by drilling in April, identified widespread gold mineralisation from multiple areas together with arsenic and silver.

2021 ANNUAL REPORT

DIRECTORS’ REPORT

The Directors present their report, together with the financial statements, of the consolidated entity (referred to hereafter as the ‘consolidated entity’ or ’the group’) consisting of Rincon Resources Limited (referred to hereafter as the ‘Company’, ‘Rincon’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2021.

Directors

The following persons were Directors of Rincon Resources Limited during the whole of the financial period and up to the date of this report, unless otherwise stated:

Geoffrey McNamara

Non-Executive Chairman (appointed as Executive Chairman 8 September 2020, resigned as Executive Chairman on 12 May 2021)

Information on Directors

Geoffrey McNamara Non-Executive Chairman

BSc (Applied Geology), AusIMM, FINSIA, MAICD Mr McNamara is a geologist with over 27 years of international resource sector experience, operational roles include Project Manager, Senior Mine Geologist and Mine Geologist for Ivanhoe Mines, Lion Ore International and Western Mining Corporation. Previously he worked in Private Equity (FUM USD800 million) and as a Director of Societe General’s Mining Finance team in New York.

Geoffrey holds a Bachelors Degree in Geology and a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australasia. He is a member of the Australian Institute of Company Directors (AICD) and the Australasian Institute of Mining and Metallurgy (AusIMM).

Zeffron Reeves

Non-Executive Director

Blair Sergeant

Non-Executive Director (appointed 18 August 2020)

Ed Mason

Non-Executive Director (appointed 1 November 2020)

Shannon Coates

Non-Executive Director (resigned 1 November 2020)

RINCON RESOURCES

DIRECTORS’ REPORT

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Zeffron Reeves Non-Executive Director

BSc (Hons) (Applied Geology), MBA, MAIG

Mr Reeves is a geologist with over 20 years’ experience in the resources sector working on mineral resource projects through all facets of development from greenfield exploration, discovery, definition and feasibility, construction, production to closure. Mr Reeves was most recently Managing Director of ASX listed Metallum Ltd which had a number of development and operational projects in Chile. He has also held senior management positions with Cleveland Mining Ltd and Ashburton Minerals Ltd, developing projects in Brazil.

Mr Reeves has a Bachelor’s degree with Honours in a Applied Science (Geology), a Masters of Business Administration from Curtin University and is a member of the Australia Institute of Geoscientists.

Ed Mason Non-Executive Director

(appointed 1 November 2020) BSc (Applied Geology), AusIMM

Mr Mason has more than twenty years’ experience working for global investment banks such as Bank of America Merrill Lynch, HSBC, Renaissance Capital and more recently, Royal Bank of Canada in senior leadership roles focused on the natural resources sector and spanning equities, derivatives and capital markets. Prior to this Mr Mason worked for over five years as a technical project manager for Fluor Corp on the development of nickel and copper assets, including the development of the Murrin Murrin nickel mine in Western Australia and the Olympic Dam copper expansion project in South Australia. Mr Mason currently serves as the Non-Executive Chair of Auroch Minerals Limited (ASX:AOU).

Blair Sergeant Non-Executive Director

(appointed 18 August 2020)

(B. Bus, PostGradDip (CorpAdmin), MAICD, AGIA, ACIS, ASCPA)

Mr Sergeant is an experienced mining executive, having been the former Founding Managing Director of Lemur Resources Limited, an ASX listed coal exploration and development company, as well as the former Finance Director of Coal of Africa Limited, growing the company from a sub$2m market capitalisation to over $1.5b at its peak. During his career, Mr Sergeant has also held the position of Managing Director, Non- Executive Director and/or Company Secretary for numerous listed entities across a broad spectrum of industry. Mr Sergeant graduated from Curtin University, Western Australia with a Bachelor of Business and subsequently, a Post Graduate Diploma in Corporate Administration. He is a Chartered Secretary, member of the Governance Institute of Australia, member of the Australian Institute of Company Directors and an Associate of the Australian Certified Practising Accountants. Blair is currently an Executive Director of Bowen Coking Coal Ltd (ASX: BCB) and a Non-Executive Director of Ikwezi Limited (ASX: IKW).

Company Secretary

Mr Zane Lewis

(appointed 18 October 2020)

Mr Lewis has over 20 of years corporate advisory experience with various ASX and AIM listed companies and is a fellow of the Governance Institute of Australia.

Mr Lewis is a Non-Executive Director and Company Secretary for a number of ASX Listed companies.

Ms Shannon Coates resigned as Company Secretary on 18 October 2020.

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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Directorships of Other Listed Companies

Directorships of other listed companies held by Directors currently and in the 3 years immediately before the end of the financial year are as follows:

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Director Company Period of Directorship
Geoffrey McNamara Tesoro Resources Ltd 27 November 2017 - current
Culpeo Minerals Ltd 25 July 2018 - current
Cora Gold Ltd 9 October 2017-19 November 2019
Alita Resources Ltd 14 December 2018 – 18 December 2019
Zeffron Reeves Tesoro Resources Ltd 27 November 2017 – current
Culpeo Minerals Ltd 25 July 2018 - current
Blair Sergeant Bowen Coal Ltd 28 September 2018 – 20 September 2021
Ikwezi Limited 17 March 2021 – 26 May 2021
Vmoto Limited 4 November 2020 - current
Celsius Resources Limited 17 March 2021 - current
Ed Mason Auroch Minerals Limited 9 October 2019 - current
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Principal activities

The principal activities of the consolidated entity are the acquisition, exploration and development of commercially significant resource projects in Western Australia, with a focus on gold and base metals.

Operating results

The loss, after tax, attributable to the Group for the financial year ended 30 June 2021, amounted to $1,172,095 (2020: $12,541 profit).

Dividends

No dividends were paid or declared since the start of the financial year. No recommendations for payment of dividends has been made.

Directors’ Interests in Shares, Options and Performance Rights

At the date of this report, the follow represents the shares, options and performance rights holdings of the Directors of the Company:

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Directors Ordinary Shares Performance Rights
Direct Indirect Direct Indirect
Geoff McNamara [1] - 2,901,820 - 700,000
Zeffron Reeves [2] 1,381,526 - 700,000 -
- -
Blair Sergeant 562,797 700,000
Ed Mason - - - 700,000
Total 1,381,526 3,464,617 700,000 2,100,000
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2,901,820 fully paid ordinary shares and 700,000 performance rights are held by Tanamera Resources Pte Ltd (a company registered in Singapore). Geoffrey McNamara is the sole director and shareholder of Tanamera Resources Pte Ltd.
1,381,526 fully paid ordinary shares and 700,000 performance rights are held by Mr Zeffron Charles Reeves as trustee for the Palin Trust.
562,797 fully paid ordinary shares and 700,000 performance rights are held by Evolution Capital Partners Pty Ltdd - an entity related to Mr Blair Sergeant..
700,000 performance rights are held by Jeremy Capital East Pty Ltd - an entity related to Mr Edward Mason.

6 RINCON RESOURCES

DIRECTORS’ REPORT

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Review of Operations

Rincon Resources Limited (Rincon or the Company) is pleased to release its inaugural Annual Report to Shareholders for the year ending 2021. Rincon listed on the Australian Securities Exchange (ASX) on 21 December 2020, following the successful capital raising of $6M.

Rincon has a 100% interest in three highly prospective gold and copper projects in Western Australia; the South Telfer Project, Laverton Project, and the Kiwirrkurra Project. Each project has been subject to historical exploration that identified mineralised systems which the Company is now exploring to delineate gold and copper resources.

Following completion of the capital rising, Rincon’s strategy has been to further explore and develop its projects. The Company’s main objectives are to:

Systematically explore and develop its projects;
Focus on mineral exploration or resource opportunities that have the potential to deliver growth for Shareholders;
Continue to pursue other acquisitions that have a strategic fit for the Company; and
Implement a growth strategy to seek out further exploration and acquisition opportunities in Australia.

To achieve these objectives, the Company has undertaken several exploration programs, as outlined herein, designed to test the economic viability of the Company’s projects. These results are used to determine and appraise the commercial viability and the possible timing for the commencement of further work programs, including pre-feasibility studies and commencement of mining operations on the projects if warranted.

Exploration Programs

Rincon’s exploration and project development strategy will use modern exploration techniques to understand and prioritise known exploration targets. Geology and geophysical interpretation combined with three-dimensional (3D) maps and spatial data modelling techniques will be used to develop and prioritise new regional targets, with the aim of having a steady pipeline of targets ready for drilling within all three project areas.

During this period, exploration programs have included geochemical soil sampling, surface and aerial geophysical surveys, photogeological mapping, target generation, and drilling. Information gathered from all these programs have been of sufficient quality to ultimately inform and underpin value-adding resource estimations at its projects.

South Telfer Gold-Copper Project

At the South Telfer Project, several shallow drillready targets have been identified including the priority Hasties and Westin Prospect areas. Regional trends interpreted to be comparable to the established Telfer Mine geological setting, require first pass drill testing over several kilometres of potential strike. During this period, the following activities were undertaken at the South Telfer Project:

Photo-geological mapping and target generation;
Surface and aerial geophysical surveys;
Native Title heritage clearance surveys; and
Reverse Circulation (RC) drilling at Hasties.

Photo-geological mapping and target generation

Photo-geology mapping and targeting was completed by independent consultants over the north-west tenements of the South Telfer Project. This work resulted in eighteen (18) targets being identified with seven (7) ranked as high priority (Figure 1).

The Company’s current strategy is to conduct exploration programs to advance existing near surface targets at all its projects, utilising surface geochemistry, geophysics, and geological mapping, followed by focussed drilling.

The Company’s priority exploration targets are the Hasties and Westin Prospects at the South Telfer Project, the ‘GG’ anomaly and Area’s 1, 2 and 3 at the Laverton Project, and the Pokali Prospect at the Kiwirrkurra Project.

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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Figure 1: Photo-geology interpretation showing targets.

New targets were classified according to four criteria characterised by the known mineralisation styles in the Telfer area (Table 1).

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Target-Style Comments
T Dark surficial tonal areas/Fe-rich soils
G Possible gossan or Fe-rich out-crop/sub-crop
S Fold Structures or domes
Possible thrusting between Isdell & Telfer Formations, possible fluid pathway to upper
F
Isdell units
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8 RINCON RESOURCES

DIRECTORS’ REPORT

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Ground verification, detailed geological mapping and sampling of targets zones was carried out during the period and this data will be used to inform and further prioritise targets for drill testing in due course.

Surface and aerial geophysical surveys

VTEM

The Company completed an airborne Versatile Time-domain Electro-Magnetic (VTEM) survey of over priority targets areas within the Company’s south-eastern tenements (Figure 2). Priority targets included:

Westin Prospect, where historical drilling returned a peak intersection of 8m @ 3.85g/t Au from 84m in an air-core hole (AC), suggesting an east-southeast trend of elevated gold anomalism from the Trotmans Stockwork and Dolphy areas (both outside of Rincon’s project area), parallel with stratigraphy and fold closures, 35km along strike of the Telfer Gold Mine host geology sequence; and
Along strike from Paterson Resources Limited (ASX:PSL) Grace Gold Deposit along the interpreted mineralised trend (Grace Trend) running north-west and south-east.

Airborne VTEM surveys have shown to be successful in locating geophysical anomalies associated with mineralised zones within the Paterson Province. These anomalies were also detected in the nearby Grace Deposit (see Paterson Resources Limited, ASX announcement 10/11/2020), and the Chicken Ranch Prospect trend (see Antipa Minerals Limited, ASX announcements 20/08/2020 and 23/12/2019). Interpretation of the results of the VTEM survey has been completed however the final report remains in progress.

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Figure 2: Airborne VTEM survey areas at the South Telfer Project.

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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GAIP

In addition to the VTEM survey, the Company also completed a ground-based Gradient-Array Induced Polarisation (GAIP) survey over the Hasties Prospect. Data from the GAIP geophysical survey was processed and interpreted by geophysical consultants, Resource Potentials.

High-resolution aeromagnetic and regional gravity survey data was also re-processed, imaged and modelled in 3D for estimating source body locations at depth. When compared to historical drilling by Newcrest Mining (Newcrest), the source of the Hasties magnetic anomaly is now interpreted to represent a folded dolerite sill at about 300m depth, forming the core of an anticline bounded by a major north-west trending shear to the north (Figure 3).

This new interpretation of the fold geometry has improved the Company’s geological and structural targeting for the Hasties Prospect, with gold intercepts from historical drilling occurring within fold limbs along the dolerite contact. The anticlinal axis may be a trap for upward migrating gold-copper bearing fluids, analogous to Telfer, providing significant additional exploration potential at Hasties.

Planning is underway to fast-track drill testing across the Hasties anticlinal structure, with some deep diamond core (DC) holes planned to test the dolerite contact in the core of the fold. Multiple shallow target areas identified from GAIP survey results and magnetic modelling are also planned to be drilled.

The interpreted fold limbs and anticlinal axis are confirmed from outcrop geology showing south-east plunging fold noses located to the south-east.

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Figure 3: GAIP survey at the Hasties Prospect and proposed Phase 2 drilling area and traverses to test target trends identified from the survey.

RINCON RESOURCES

DIRECTORS’ REPORT

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Reverse Circulation (RC) drilling at Hasties

The Company’s maiden 5,000m Phase 1 RC drilling at the Hasties Prospect commenced late July 2021. The program, targeting Telfer style mineralisation, aims to achieve the following initial outcomes:

Test an interpreted south-eastern plunge to existing mineralisation;
Validate zones of gold and copper mineralisation from historic drilling; and
Collection suitable material for preliminary metallurgical test work.

Results and technical information collected from Phase 1 will primarily be used to lay the groundwork for further drilling (Phase 2), with the aim to define a maiden mineral resource estimation in due course. Extensional drilling will aim to expand the size and scale of the interpreted mineralised system at Hasties Prospect. Phase 1 drilling is expected to be completed by mid-August 2021.

About South Telfer Gold-Copper Project

The South Telfer Gold-Copper Project covers over 500km[2] and over 40km strike of prospective geology in the Paterson Province in Western Australia. The project area has been previously explored by Newcrest Mining which identified outcropping gold and copper mineralisation at the Hasties Prospect (Hasties) and bedrock gold anomalies at the Westin Prospect (Westin). Multiple targets have been identified in the project area with the most advanced being Hasties.

Hasties is only 12km south of Newcrest’s 32Moz Telfer Gold Mine (Telfer) with gold and copper mineralisation previously identified within the same sedimentary sequences known to host gold mineralisation at Telfer. Mineralisation at Hasties outcrops at surface and has been traced over 1km in strike length and is associated with brecciated sedimentary rocks.

H i s to r i ca l d r i l l i n g retu r n ed m u lti p l e wide intersections of gold and copper over a large area with mineralisation remaining open in all directions and only a small portion of the prospective strike length drill tested.

Historically significant drill intercepts include*:

Hasties Gold Intercepts:

57.80m @ 2.05g/t Au from 17.40m incl; 16.10m @ 4.75g/t Au from 42.70m; 68.00m @ 1.33g/t Au from 1.00m; 36.00m @ 1.66g/t Au from 2.00m; 33.20m @ 1.46g/t Au from 25.00m; 23.00m @ 2.06g/t Au from 23.00m; and 5.00m @ 3.73g/t Au from 50.00m.

Hasties Copper Intercepts:

20.60m @ 1.23% Cu from 87.60m;

10.90m @ 3.39% Cu from 91.80m; and 4.00m @ 4.84% Cu from 49.00m.

* Refer to prospectus dated 18/12/2020 for full historical drill results.

Historical regional exploration work was also completed at Westin, approximately 34km south-east of Telfer. Previous work consisted of soil sampling and wide spaced air-core drilling. At Westin, underlying thin sand cover and sand dunes, sedimentary sequences which host gold mineralisation at Telfer have been identified, as well as a large, open, 5km long gold-in-bedrock anomaly. Best results from Westin include 8.00m @ 3.85g/t Au from 84.0m. Rincon’s tenements cover over 25km strike of prospective Telfer geology at Westin which has never been explored.

2021 ANNUAL REPORT 11

DIRECTORS’ REPORT

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Figure 4: South Telfer Gold-Copper Project tenement location plan, Paterson Province, WA.

12 RINCON RESOURCES

DIRECTORS’ REPORT

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Laverton Gold Project

Prospective mineralised trends occur within the Laverton Project and are associated with shear zones in varying geological settings. The Gladiator mineralised trend associated with Banded Iron-Formation (BIF) is interpreted to extend into the eastern portion of the project, where anomalous historical gold intercepts in shallow drilling required testing. Similarly, geochemical soil sampling by the Company along the western side of the project defined the ‘GG’ gold anomaly, associated with an interpreted regional shear which also required further exploration.

During the period, the following activities were undertaken at the Laverton Project:

Geochemical soil sampling;
Native Title heritage clearance surveys;
Air-core drilling; and
Photo-geological mapping and target generation.

Geochemical Soil Sampling

Laverton Gold Project. The program identified several gold anomalies, most notably the ‘GG’ anomaly where coincident gold (Au), arsenic (As) and antimony (Sb) correlated with the interpreted position of cross cutting north-west trending faults interacting with the SunshineCorio Shear Zone (SCSZ).

Air-core drilling

The Company completed a maiden 103 hole, 6,416m air-core (AC) drilling program at the Laverton Project to test four priority areas, ‘GG’ anomaly and Area’s 1, 2 and 3 (Figure 5). Best gold intersections included:

13m @ 0.30g/t Au from 45m to end-of-hole in 21LAC098;
5m @ 0.45g/t Au from 20m in 21LAC006;
5m @ 0.40g/t Au from 25m in 21LAC001;
5m @ 0.28g/t Au from 65m on 21LAC097;
5m @ 0.26g/t Au from 40m in 21LAC054;
5m @ 0.22g/t Au from 55m in 21LAC081; and
10m @ 0.10g/t Au from 60m in 21LAC099.

The Company completed wide spaced first pass soil sampling over several target areas at the

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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Figure 5: Air-core drilling areas and anomalous trends at the Laverton Gold Project.

14 RINCON RESOURCES

DIRECTORS’ REPORT

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Area 1

Eight AC holes (21LAC001-008) were drilled to follow-up an historical Rotary Air-Blast (RAB) intercept of 7m @ 15.95g/t Au from 21m (Figure 6). Gold mineralisation has now been intersected over a strike length approximately 80m and remains open along strike and at depth. In addtion to the gold, anomalous silver (Ag) was also returned and is interpreted to be associated with the felsic rocks in the area. Best results from drilling at Area 1 included:

21LAC001 – 5m @ 0.40g/t Au from 25m and 15m @ 1.25g/t Ag from surface; and
21LAC006 – 5m @ 0.45g/t Au from 20m

Area 2

Thirty-three AC holes (21LAC071-103) were completed at Area 2, designed to follow-up a gold trend over 800m of strike defined by +0.10g/t Au (best-in-hole gold value) in historical RAB and AC drill holes. The existing anomalous gold trend is associated with the interpreted southern extension of the BIF sequence that is associated with the Gladiator Gold Deposits to the north of the Laverton Gold Project.

Lithologies observed included BIF, felsic volcaniclastics, meta-sediments and mafic rocks. Several anomalous gold intercepts were returned, some encouragingly at End-OfHole (EOH). Weakly elevated arsenic (As) and Zinc (Zn) was generally associated with gold anomalism and delineate a geochemical association with sediment, particularly BIF. Better results from drilling at Area 2 included:

21LAC081 – 5m @ 0.22g/t Au from 55m;
21LAC083 – 5m @ 0.10g/t Au from 35m;
21LAC087 – 5m @ 0.13g/t from 450m;
21LAC089 – 5m @ 0.10g/t Au from 35m;
21LAC089 – 5m @ 0.10g/t Au from 35m;
21LAC096 – 5m @ 0.20g/t Au from 50m;
21LAC097 – 5m @ 0.28g/t Au from 65m;
21LAC098 – 13m @ 0.30g/t Au from 58m to EOH;
21LAC099 – 10m @ 0.10g/t Au from 60m; and
21LAC101 – 4m @ 0.12g/t Au from 50m to EOH.

A thick, transported, paleo-channel system was observed to depths of +40m in most cases with most holes requiring to be drilled through the transported cover before intersecting bedrock. Hole 21LAC100 failed to drill through the transported cover and ineffectively tested the lower transitional zone (Figure 7).

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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Figure 6: Schematic cross-section through Area 1 showing gold intersections (red bar) and silver intersections (blue bar).

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Figure 7: Schematic cross-section through Area 2 showing gold intersections (red bar).

16 RINCON RESOURCES

DIRECTORS’ REPORT

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Area 3

Thirty-three AC holes (21LAC038-070) were completed to test several historical RAB drillhole gold anomalies ≥ 0.1g/t Au (best-in-hole gold value) intersected over 250m of strike and associated with the interpreted southern extension of the BIF sequence that is associated with the Gladiator Deposits to the north of the project tenement boundary.

The drilling was planned to better define the historical RAB anomalism in hilly terrain (outcrop/ sub-crop) in the southern portion of the project. Highly anomalous arsenic (As) (up to 0.1% As) was encountered in several holes, although generally not with elevated gold, and is assumed to be associated with several ferruginous BIF or metasediments units observed in the area. Best results from drilling at Area 2 included:

21LAC043 – 5m @ 0.16g/t Au from 40m
21LAC048 – 5m @ 0.10g/t Au from 110m, and
21LAC054 – 5m @ 0.10g/t Au from 5m; 5m @ 0.26g/t Au and 0.58g/t Ag from 40m.

GG Anomaly

Twenty-six AC holes (21LAC009-037) were completed across two wide spaced traverses at the GG anomaly. Drilling was designed to followup an historical RAB intercept of 4m @ 1.55g/t Au from 21m coincident with the GG gold-in-soil geochemical anomaly.

The geology observed in the drilling consisted of felsic volcaniclastics, felsic intrusives and mafic to ultramafic rocks. Associated with gold mineralisation was low-level silver (Ag) and to a lesser extent, weakly elevated antimony (Sb), zinc (Zn) and arsenic (As). Best results from drilling at the GG anomaly include:

21LAC037 – 5m @ 0.13g/t Au from 50m.
21LAC025 – 4m @ 0.09g/t Au and 3.6g/t Ag from 85m to EOH.

Based on the results to date, Area’s 1 and 2 have identified for follow-up drilling to further test bedrock gold anomalism.

Photo-geological mapping and target generation

Photo-geological mapping of the Laverton Gold Project was completed during the period. The main objective of the mapping program was to provide identify and define structural trends interpreted to be prospective for gold. Some thirty-eight (38) exploration targets or points of exploration interest were identified.

The targets fall into five general categories or geological contexts as follows:

Geomorphological features where channel iron or placer gold may have been deposited (2 targets);
Faulted contacts between felsic, mafic, ultramafic and meta-sedimentary units (8 targets);
Offsets in felsic and ultramafic outcrops (13 targets);
Alteration on fault or shear trends (10 targets); and
Circular features in the mafic and felsic units or on magnetics which may represent intrusive pipe-like structures (5 targets).
The photo-geological mapping report and targets are currently being reviewed and planning for a proposed work program to test high-priority targets is underway.

About Laverton Gold Project

The Laverton Gold Project consists of two exploration licences covering approximately 42km[2] of prospective Banded Iron Formation (BIF), within the Mt Margaret-Murrin Greenstone belt (MMMG) in the heart of the Laverton Gold District. The project area is located 4km west of the Laverton townsite and has historically been the subject of sporadic, early-stage exploration activities.

The MMMG is a highly prospective greenstone belt in the Laverton Gold District that has produced over 25Moz of gold. Gold mineralisation in the Laverton Gold District is often associated and hosted in shear zones with BIF in favourable structural settings. The Laverton Gold Project covers approximately 11km of combined strike of two prospective shear zones and under explored BIF.

The tenements cover the southern strike extension of the historic Gladiator Gold Deposits, as well as the parallel Sunshine-Corio Shear Zone where gold mineralisation has been identified in historical workings and previous exploration including drilling results of up to 7.00m @ 15.90g/t Au.

The Sunshine-Corio Shear Zone and BIF in the project area have been relatively unexplored due to the presence of alluvial cover (+30 metres). Recent aeromagnetic data interpretation has highlighted a number of prospective targets where the BIF interacts with favourable northwest trending structures, which are known to be associated with gold mineralisation elsewhere in the MMMG.

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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Figure 8: Laverton Gold Project tenement location plan, Laverton Gold District WA.

18 RINCON RESOURCES

DIRECTORS’ REPORT

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Kiwirrkurra Copper-Gold Project

At Kiwirrkurra, re-processing of existing historical geophysics combined with the acquisition of further ground based geophysical data will be used to outline possible extensions to the Pokali mineralisation for Reverse Circulation (RC) and Diamond Drill (DD) testing. Regional work including geological mapping, geophysics and geochemical surveys will also be completed to identify new targets within the project area.

During the period the following activities were undertaken at the Kiwirrkurra Project:

Photo-geological mapping and target generation; and
Acquisition, re-processing, and interpretation of historical geophysical data.

Photo-geological mapping and target generation

Photo-geological mapping over the project area was completed during the year.

The area of mapping covered the Pokali Cu, Au, Prospect in the west and several anomalous Au results from shallow historic air-core drilling in the east.

Some twenty (20) exploration targets or points of exploration interest were identified. General comments on the targets are as follows:

Pokali-type Lander Rock Formation - Eight targets were identified in the outcrop and subcrop area of the Lander Rock Formation. They include:
Possible volcanic vents
Gossanous outcrops or iron-rich soils
Drag folding along faults
Magnetic Highs - Two discrete magnetic highs were located east of Pokali which may be pipelike structures in the Aileron granite.
Offsets in Major North-Western Faults - In six places, offsets, splays or terminations in the major north-western trending faults were mapped which are considered to be favourable sites for mineralisation.
South-Eastern Graben - A possible trapdoortype graben may have been formed in the south-eastern part of the project where major north-west trending faults converge with the Central Australian Suture. Four targets were identified on boundary faults.

Acquisition, re-processing, and interpretation of historical geophysics data

During the year, the Company utilised the services of an independent geophysical consultant to acquire and re-process publicly available data geophysical data for target generation purposes. This process is near completion. The outcome of this work combined with that from the photogeological mapping will underpin the Company’s exploration strategy for the Kiwirrkurra Project.

About Kiwirrkurra Copper-Gold Project

The Kiwirrkurra Project consists of a single exploration licence covering ~126km[2] of the highly prospective Central Australian Suture (CAS) in the West Arunta Province. The CAS represents a preserved subduction zone and has seen an increase in exploration activities with the recent discovery of the Grapple base metal target by the Lake Mackay JV (Independence Group (ASX: IGO) and Prodigy Gold (ASX:PRX)). The Kiwirrkurra Project is prospective for iron oxide copper-gold (IOCG) style mineralisation as well as orogenic gold mineralisation.

Kiwirrkurra has been the subject of historic exploration by Ashburton Minerals Ltd (ASX:LPD) in the early to mid-2000’s which delineated multiple gold and copper targets. Drilling at the Pokali Prospect identified wide zones of low-grade copper mineralisation which has IOCG characteristics. Ashburton’s drilling returned best results of:

32m @ 0.46% Cu from 74m (including 8m @ 1.1% Cu from 98m);
64m @ 0.39% Cu from 118m (including 14m @ 1.0% Cu from 132m);
46m @ 0.37% Cu from 26m;
38m @ 0.38% Cu from 76m;
44m @ 0.30% Cu from 68m;
16m @ 0.45% Cu from 190m; and
42m @ 0.33% Cu from 198m.

Ashburton also conducted regional, wide spaced aircore drilling which identified multiple gold anomalies that require following up.

The report is currently being reviewed and together with the results from the re-processing of geophysical data, will underpin the Company’s exploration strategy for the Kiwirrkurra Project.

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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Figure 9: Kiwirrkurra Copper-Gold Project tenement location plan, West Arunta Region, WA.

COVID-19 impact

All the Group’s staff and contractors, including those on site at the projects in Western Australia are safe. The Group has implemented procedures to ensure all staff and contractors remain safe and healthy during the COVID-19 pandemic, including regular testing, altered rosters and strict quarantining procedures. As at the date of this report, the Group’s operations at the Western Australian projects have not been directly affected by COVID-19 restrictions in Australia, however the Group continues to monitor this closely with the health and wellbeing of all staff and contractors priority.

Corporate Activities

During the year ended 30 June 2021 the Company issued a total of 44,444,130 fully paid ordinary shares as follows:

903,614 shares in consideration for director fees;
3,913,614 shares for conversion of loan with Tanamera Resources Pte Ltd;
951,807 shares for conversion of loans held by the Company’ wholly owned subsidiary, Lyza Mining Pty Ltd;
937,952 shares in consideration of capital raising fees;
2,857,143 shares for conversion of convertible note;
3,650,000 shares upon exercise of options expiring 23 July 2023 at $0.0166 per share;
30,000,000 shares in Initial Public Offering (IPO) at $0.20 per share raising $6,000,000 before costs; and
1,230,000 shares to joint lead managers.

On 23 November 2020, the Company completed a consolidation of capital on a 4.5 to 1 basis. The number of the Company’s shares on issue was reduced from 61,198,248 existing shares to 13,599,613 shares on that date;

RINCON RESOURCES

DIRECTORS’ REPORT

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Meetings of Directors

The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2021, and the number of meetings attended by each Director were:

	Board meetings	Board meetings
	Attended	Eligible to attend
GeoffreyMcNamara	9	9
Zeffron Reeves	9	9
Blair Sergeant	9	9
Ed Mason	7	7
Shannon Coates	2	2

As at the date of this report, there are 51,336,756 fully paid ordinary shares on issue.

Options

At the date of this report, there are nil ordinary shares of Rincon Resources Limited under option.

During the year ended 30 June 2021, 3,650,000 shares were issued upon the exercise of options.

Performance Rights

At the date of this report, there are 4,800,000 performance rights on issue which will vest subject to meeting applicable performance criteria.

During the year ended 30 June 2021, nil performance rights vested.

Financial Position

The Group had a total issued capital of $7,149,857 (2020: $775,523) at the end of the reporting period.

During the financial year, the Group had a net increase in contributed equity of $6,374,334 (2020: $481,887) net of share issue costs as a result of the capital raising during the year.

As at 30 June 2021, the total assets for the Group are $6,230,187 (2020: $819,817) and total liabilities (being trade and other payables, borrowings and provisions) amount to $202,431 (2020: $307,531).

The Directors believe the Group is in a strong financial position to pursue the current operations.

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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Significant changes in the state of affairs

On 15 December 2020, the Company completed the acquisition of 100% of the issued capital of Holding Tenements Pty Ltd, owner of the Laverton Project.

Rincon successfully listed on the Australian Securities Exchange (ASX) on 21 December 2020, following a successful Initial Public Offer (IPO) which raised $6 million (before costs).

There were no other significant changes in the state of affairs of the consolidated entity during the period.

REMUNERATION REPORT (AUDITED)

This report outlines the remuneration arrangements in place for the Key Management Personnel of the Company for the financial year ended 30 June 2021. The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001 .

The remuneration report details the remuneration arrangements for Key Management Personnel who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any Director (whether executive or otherwise) of the parent company, and includes the executives in the Group.

Key Management Personnel

The following are classified as Key Management Personnel:

Directors

Geoffrey McNamara Non-Executive Chairman Gary Harvey Chief Executive Officer Zeffron Reeves Non-Executive Director Blair Sergeant Non-Executive Director Ed Mason Non-Executive Director

There are no other Key Management Personnel.

The Remuneration Report is set out under the following main headings:

a) Principles used to determine the nature and amount of remuneration;
b) Details of remuneration;
c) Service agreements;
d) Equity-based remuneration;
e) Equity instruments issued on exercise of remuneration options;
f) Loans with Key Management Personnel; and
g) Other transactions with Key Management Personnel.

a) Principles used to determine the nature and amount of remuneration

The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:

competitiveness and reasonableness;
acceptability to shareholders;
performance linkage / alignment of executive compensation; and
transparency.

22 RINCON RESOURCES

DIRECTORS’ REPORT

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REMUNERATION REPORT (AUDITED) (continued)

The Board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high-quality personnel. The Board has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Group. The remuneration framework is designed to align executive reward to shareholders' interests. The Board considers that it should seek to enhance shareholders' interests by:

implementing coherent remuneration policies and practices to attract, motivate and retain executives and directors who will create value for shareholders and who are appropriately skilled and diverse;
observing those remuneration policies and practices;
fairly and responsibly rewards executives having regard to Group and individual performance; the performance of the executives and the general external pay environment; and
integrating human capital and organisational issues into its overall business strategy.

Additionally, the remuneration framework must refer to the following principles when developing recommendations to the Board regarding executive remuneration:

motivating management to pursue the Group's long-term growth and success;
demonstrating a clear relationship between the Group's overall performance and the performance of individuals; and
complying with all relevant legal and regulatory provisions.

In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.

The Board encourages directors to hold shares in the Company. The Company has a Share Trading Policy which directors and employees are required to comply with. No shares or options were acquired by key management personnel during the year other than as part of remuneration.

All remuneration paid to directors and executives is valued at the cost to the Company and expensed.

All performance rights have been valued in accordance with AASB 2, which takes into account factors such as the underlying share price, the expected vesting date and vesting probability in achieving the specified vesting hurdles at the reporting date.

Executive remuneration

The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which may have both fixed and variable components. In respect of executive remuneration, remuneration packages should include an appropriate balance of fixed and performance-based remuneration and may contain any or all of the following:

Fixed remuneration

Any fixed remuneration component should:

be reasonable and fair;
take into account the Group's legal and industrial obligations and labour market condition;
be relative to the scale of the Group's business; and
reflect core performance requirements and expectations.

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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REMUNERATION REPORT (AUDITED) (continued)

Performance-based remuneration

Any performance-based remuneration should:

take into account individual and corporate performance; and
be linked to clearly-specified performance targets, which should be
aligned to the Group's short and long-term performance objectives; and
appropriate to its circumstances, goals and risk appetite.

Equity-based remuneration

Equity-based remuneration can include options or performance rights or shares and is especially effective when linked to hurdles that are aligned to the Group’s longer-term performance objectives. However, they should be designed so that they do not lead to ‘short-termism’ on the part of senior executives or the taking of undue risks. The Board is of the opinion that the adoption of performance-based compensation for executives is necessary to reward executives consistent with increases in shareholder returns.

Termination payments

Termination payments should be agreed in advance, and any agreement should clearly address what will happen in the case of early termination. There should be no payment for removal for misconduct.

Non-Executive Director’s Remuneration

Fees and payments to Non-Executive Directors reflect the demands and responsibilities of their role. NonExecutive Directors’ fees and payments are reviewed annually by the Board. The Board may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors’ fees and payments are appropriate and in line with the market.

In respect of Non-Executive Director remuneration, remuneration packages could contain cash fees, superannuation contributions and non-cash benefits in lieu of fees (such as salary sacrifice into superannuation or equity) and may contain any or all of the following:

fixed remuneration – this should reflect the time commitment and responsibilities of the role
• performance-based remuneration – non-executive directors generally should not receive performance-based remuneration as it may lead to bias in their decision-making and compromise their independence
equity-based remuneration – non-executive directors can receive an initial allocation of fully-paid ordinary securities if shareholders have approved such an allocation in accordance with the ASX Listing Rules. However, non-executive directors generally should not receive performance shares as part of their remuneration as it may lead to bias in their decision-making and compromise their independence; and
termination payments – non-executive directors should not be provided with retirement benefit other than superannuation.

ASX Listing Rules require the aggregate non-executive directors’ remuneration be determined periodically by a general meeting. The maximum aggregate remuneration payable to Non-Executive Directors currently stands at $500,000 per annum.

RINCON RESOURCES

DIRECTORS’ REPORT

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REMUNERATION REPORT (AUDITED) (continued)

b) Details of Remuneration

Remuneration of Key Management Personnel is set out below.

				Post-
		Short-term	employee	employ-
		benefits		ment	Share-	based payments
				benefits
Directors	Year	Cash salary and fees	Other fees	Superannu- ation	Shares		Performance Rights	Total	Performance based % of remuneration
Non-Executive
Chairman
Geoffrey McNamara	2021	165,744	-	-		-	381	166,125	0.23%
	2020	30,000	-	-		-	-	30,000	-
Non-Executive
Director
Zeffron Reeves	2021	106,000	-	-		-	380	106,380	0.36%
	2020	30,000	-	-		-	-	30,000	-
Non-Executive
Director
Blair Sergeant1	2021	36,250	-	-		-	380	36,630	1.04%
	2020	-	-	-		-	-	-	-
Non-Executive
Director
Ed Mason2	2021	30,000	-	-		-	380	30,380	1.25%
	2020	-	-	-		-	-	-	-
Non-Executive
Director4
Shannon Coates	2021	10,000	-	-		-	-	10,000	-
	2020	30,000	-	-		-	-	30,000	-
Executives
Chief
Executive
Officer
Gary Harvey3	2021	34,295	-	3,258		-	359	37,912	0.95%
	2020	-	-	-		-	-	-	-
Total	2021	382,289	-	3,258		-	1,880	387,427	0.49%
	2020	90,000	-	-		-	-	90,000

Appointed 18 August 2020
Appointed 1 November 2020
Appointed 12 May 2021
Resigned 1 November 2020

Performance income as a proportion of total income

Performance income as a proportion of total income for Key Management Personnel is disclosed in this Remuneration Report. The performance related component resulted from the vesting period value ascribed to performance rights issued during the year.

Equity holdings

All equity dealings with directors have been entered into with terms and conditions no more favourable than those that the Company would have adopted if dealing at arms’ length. The relevant interests of each director in share capital at the date of this report are as follows:

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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REMUNERATION REPORT (AUDITED) (continued)

Fully Paid ordinary Shares

Movement in shareholdings of key management personnel

	Opening balance 1 July 2020	Granted as Remuneration	On appointment/ resignation	Other*	Balance at 30 June 2021
Directors Geoffrey McNamara1 Zeffron Reeves2 Blair Sergeant Ed Mason Shannon Coates Executives Gary Harvey Total	8,602,409 - - (5,700,589) 2,901,820 6,000,000 - - (4,618,474) 1,381,526 - - 1,506,025 (943,228)3 562,797 - - - - - 84,033 903,614 - (768,170) 219,4774 - - - - -
	14,686,442 903,614 1,725,502 (12,030,461) 5,065,620

*Changes for the year includes a consolidation of capital on a 4.5 to 1 basis.

2,901,820 fully paid ordinary shares and 700,000 performance rights are held by Tanamera Resources Pte Ltd (a company registered in Singapore). Geoffrey McNamara is the sole director and shareholder of Tanamera Resources Pte Ltd.
1,381,526 fully paid ordinary shares and 700,000 performance rights are held by Mr Zeffron Charles Reeves as trustee for the Palin Trust.
Other changes in the shareholdings of Blair Sergeant including conversion from option of 228,125 and decrease in shareholding for 1,171,353 due to consolidation of capital.
Balance at resignation date.

Performance Rights

Movement in Performance Rights of key management personnel

	Opening Balance 1 July 2020		Balance	Total vested at 30 June 2021
		Converted	at
			30 June 2021
Directors Geoffrey McNamara Gary Harvey Zeffron Reeves Blair Sergeant Ed Mason Shannon Coates Executives Gary Harvey1 Total	- 700,000 - 700,000 - - - - - 700,000 - 700,000 - 700,000 - 700,000 - 700,000 - 700,000 - - - - - 2,000,000 - 2,000,000			- - - - - - -
	- 4,800,000 - 4,800,000			-

Approved for issue 25 June 2021.

Options

Movement in Options of key management personnel

	Opening balance 1 July 2020	Granted as Remuneration	On appointment/ resignation	Exercise of options	Balance at 30 June 2021	Balance at 30 June 2021
Directors Geoffrey McNamara - - - - - Gary Harvey - - - - - Zeffron Reeves - - - - - Blair Sergeant - - 228,125 (228,125) - Ed Mason - - - - - Shannon Coates - - - - - Executives Gary Harvey - - - - - Total - - 228,125 (228,225) -

RINCON RESOURCES

DIRECTORS’ REPORT

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REMUNERATION REPORT (AUDITED) (continued)

c) Service agreements

Key Management Personnel employment terms are formalised in a service agreement, a summary of which is set out below.

Name	Base Salary/Fees	Terms of Agreement	Termination Notice Period
Mr Gary Harvey (Chief Executive Officer)	$250,000 per annum plus superannuation	Until terminated	3 months written notice

Non-Executive Directors

All non-executive Directors were appointed by a letter of appointment. Directors can retire in writing as set out in the Constitution.

d) Equity based remuneration

The Company rewards Directors for their performance and aligns their remuneration with the creation of shareholder wealth by issuing share options. Equity-based remuneration is at the discretion of the Board and no individual has a contractual right to receive any guaranteed benefits.

During the year, the Company issued 903,614 (pre-consolidation) fully paid shares to the Non-Executive Director, Ms Shannon Coates in lieu of accrued director fees.

On 25 June 2021, the Company issued 4,800,000 Performance Rights to key management personnel as a performance linked incentive component in the remuneration package.

There were no other equity based issues to key management personnel during the year.

e) Equity instruments issued on exercise of remuneration options

No remuneration options were exercised during the financial year.

f) Loans to/from Key Management Personnel

There were no loans with key management personnel of the Company during the financial year.

g) Other transactions with key management personnel

Transactions with Key Management Personnel or their related parties during the year ended 30 June 2021 are as follows:

The following transactions occurred with related parties for consulting services: Evolution Corporate Services Pty Ltd (i) Tanamera Resources Pte Ltd(ii) Zeffron Reeves(iii) Tesoro Resources Pte Ltd(iv)	2021 2020 $ $ 10,839 33,008 63,601 - 72,648 - 7,910 -
	154,998 33,008

(i) For company secretarial services, to which Shannon Coates is a director.

(ii) For consulting service, to which Geoffrey McNamara is a director.

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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REMUNERATION REPORT (AUDITED) (continued)

(iii) For consulting services.

(iv)For administrative support, to which Geoffrey McNamara and Zeffron Reeves are directors.

b) Outstanding balances arising from sales/purchases of goods and services, transactions

The following payments are owed to related parties: Geofrrey McNamara(i) Evolution Corporate Services Pty Ltd(ii) Zeffron Reeves(iii) Tanamera Resources Pte Ltd(iv) Shannon Coates(v)	2021 $ 2020 $
	- 56,875
	- 39,609
	40,150 34,375
	18,750 -
	- 36,875
	58,900 167,734

(i)Amount was payable to Geoffrey McNamara for director fee.

(ii)Amount was payable for company secretarial fee, to which Shannon Coates is a director. (iii)Amount is payable to Zeffron Reeves for director fee of $11,250 (2020: $34,375) and consulting fee of $28,900 (2020: $Nil).

(iv)Amount is payable to Tanamera for Geoffrey McNamara’s director fees of $11,250 and consulting fees of $7,500.

(v)Amount was payable to Shannon Coates for director fee.

There were no other transactions with key management personnel of the Company during the financial year.

END OF REMUNERATION REPORT

Diversity

The Company believes that the promotion of diversity on its Board and within the organisation generally is good practice and is committed to managing diversity as a means of enhancing the Company’s performance. There are currently no women on the Company’s Board or filling senior management positions within the Company, however the contract CFO is female.

The Company as set out in the Diversity Policy, (accessible from the Company’s website) will focus on participation of women on its Board and within senior management and intends to set measurable objectives for achieving gender diversity which will be adhered to once the size and scale of the Company increases sufficiently to permit further additions to the Board or senior management.

Matters subsequent to the end of the financial year

On 5 and 23 July 2021, the Company announced the commencement and update the maiden 5,000m Phase 1 drilling program at the South Telfer’s Hasties Prospect.

On 12 July 2021, the Company announced the completion of a 103 hole, 6,416m air-core drill program at the Laverton Gold Project.

On 26 August 2021, the Company announced the results of the VTEM geophysical surveys completed over the Company’s south-eastern tenement areas at its wholly owned South Telfer Gold-Copper Project.

On 20 September 2021, the Company announced assay results from the first five holes from its maiden drilling program at the 100% owned South Telfer Gold-Copper Project.

28 RINCON RESOURCES

DIRECTORS’ REPORT

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On 23 September 2021, in accordance with Mr Gary Harvey’s Executive Services Agreement, the Company issued 2,000,000 Performance Rights, under the Company’s Performance Rights Plan, with the following vesting conditions:

	Number Issued	Vesting Condition	Expiry Date
Class A	250,000	The Company announcing a JORC compliant Inferred Resource of ≥200,000 oz’s of gold or gold equivalent at its Laverton and/or South Telfer projects.	3 years from Approval Date
Class B	500,000	The Company announcing a JORC compliant Inferred Resource of ≥500,000 oz’s of gold or gold equivalent at its Laverton and/or South Telfer projects.	3 years from Approval Date
Class C	750,000	The Company announcing a JORC compliant Inferred Resource of ≥1 million oz’s of gold or gold equivalent at its Laverton and/or South Telfer projects.	5 years from Approval Date
Class D	500,000	The Company announcing completion of a positive Scoping and/or Feasibility Study at its Laverton and/or South Telferprojects.	5 years from Approval Date

On 27 September 2021, the Company announced the appointment of Mr Gary Harvey as Managing Director effective 1 October 2021.

Other than as discussed above, no other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial periods.

Future developments, prospects and business strategies

The consolidated entity intends to continue with the advancement of exploration at its current projects located in Western Australia.

Environmental regulation

The consolidated entity is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out any exploration work. The Directors of the consolidated entity are not aware of any breach of environmental regulations for the period under review.

Indemnifying officers or auditor

In accordance with the constitution, except as may be prohibited by the Corporations Act 2001 every officer, auditor or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as officer, auditor or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal.

The Group has a Directors and Officers insurance policy in place.

2021 ANNUAL REPORT

DIRECTORS’ REPORT

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Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors' report.

This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the Directors

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________ Geoffrey McNamara NonExecutive Chairman 29 September 2021

RINCON RESOURCES

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RSM Australia Partners

Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Rincon Resources Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.

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RSM AUSTRALIA PARTNERS

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Perth, WA Dated: 29 September 2021

TUTU PHONG Partner

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

RINCON RESOURCES LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2021

Interest income Other revenue Gain on disposal of liability Administration expenses Consultancy expenses Corporate and compliance expenses Exploration expenses Employee related expenses Legal expenses Depreciation Equity based payments 11 Interest and finance (Loss)/profit before income tax Income tax expense (Loss)/profit after tax Total comprehensive (loss)/profit for the year Basic and diluted (loss)/earnings per share (cents per share) 12	Consolidated Year ended 30 June 2021 $ Year ended 30 June 2020 $ 621 1 - 100,000 - 100,000 (80,670) (926) (584,263) (27,355) (231,396) (61,239) (9,670) (900) (245,213) (90,000) (19,051) - (926) - (1,521) - (6) (7,040) (1,172,095) 12,541 - - (1,172,095) 12,541 (1,172,095) 12,541 (2.23) 0.04	Consolidated Year ended 30 June 2021 $ Year ended 30 June 2020 $ 621 1 - 100,000 - 100,000 (80,670) (926) (584,263) (27,355) (231,396) (61,239) (9,670) (900) (245,213) (90,000) (19,051) - (926) - (1,521) - (6) (7,040) (1,172,095) 12,541 - - (1,172,095) 12,541 (1,172,095) 12,541 (2.23) 0.04
		12,541 -
		12,541
		12,541
		0.04

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

~~32~~

~~RINCON RESOURCES~~

RINCON RESOURCES LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021

Note *ASSETS* *CURRENT ASSETS* Cash and cash equivalents Other receivables 4 TOTAL CURRENT ASSETS *NON-CURRENT ASSETS* Exploration and evaluation 5 Plant and equipment 6 TOTAL NON-CURRENT ASSETS *TOTAL ASSETS* *LIABILITIES* *CURRENT LIABILITIES* Trade and other payables 7a Provisions 7b Borrowings 8 TOTAL CURRENT LIABILITIES *TOTAL LIABILITIES* NET ASSETS *EQUITY* Issued capital 9 Reserves 10 Accumulated losses TOTAL EQUITY	Consolidated As at 30 June 2021 $ As at 30 June 2020 $ 4,429,462 235,329 113,714 12,742 4,543,176 248,071 1,625,681 571,746 61,330 - 1,687,011 571,746 *6,230,187* *819,817* 199,652 226,765 2,779 - - 80,766 202,431 307,531 *202,431* *307,531* 6,027,756 512,286 7,149,857 775,523 1,521 - (1,123,622) (263,237) 6,027,756 512,286	Consolidated As at 30 June 2021 $ As at 30 June 2020 $ 4,429,462 235,329 113,714 12,742 4,543,176 248,071 1,625,681 571,746 61,330 - 1,687,011 571,746 *6,230,187* *819,817* 199,652 226,765 2,779 - - 80,766 202,431 307,531 *202,431* *307,531* 6,027,756 512,286 7,149,857 775,523 1,521 - (1,123,622) (263,237) 6,027,756 512,286
		248,071
		571,746 -
		571,746
		*819,817*
		226,765 - 80,766
		307,531
		*307,531*
		512,286
		775,523 - (263,237)
		512,286

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

2021 ANNUAL REPORT 33

RINCON RESOURCES LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2021

CONSOLIDATED Balance at 1 July 2020 Loss for the year Total comprehensive loss for the year Share issue in lieu of services Share issue on conversion of partial loan Share issue on conversion of convertible note Share issue on option exercise Option issue Exercise of options Initial public offering raising Performance rights Cost of share issues Balance at 30 June 2021 Balance at 1 July 2019 Profit for the year Total comprehensive profit for the year Share based payments Share issue on conversion of partial loan Share issued for exclusivity fee Share issue as capital raising Share buy-back Cost of share issues Balance at 30 June 2020	Issued Capital Reserves Accumulated Losses Total Equity $ $ $ $
	775,523 - (263,237) 512,286

	- - (1,172,095) (1,172,095)
	- (1,172,095) (1,172,095)
	276,570 - - 276,570
	80,766 - - 80,766
	400,000 - - 400,000

	199,200 - - 199,200
	- 311,710 - 311,710
	- (311,710) 311,710 -
	6,000,000 - - 6,000,000
	- 1,521 - 1,521
	(582,202) - - (582,202)
	7,149,857 1,521 (1,123,622) 6,027,756
	293,636 - (275,778) 17,858 - - 12,541 12,541
	- - 12,541 12,541 20,230 - - 20,230 150,000 - - 150,000 50,000 - - 50,000 540,230 - - 540,230 (250,000) - - (250,000) (28,573) - - (28,573)
	775,523 - (263,237) 512,286

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes

34 RINCON RESOURCES

RINCON RESOURCES LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2021

Cash flows from operating activities Interest revenue Other revenue Payments to suppliers and employees Net cash flows (used in)/provided by operating activities Cash flows from investing activities Plant and equipment Payments for exploration and evaluation Net cash flows used in investing activities Cash flows from financing activities Capital raising Exercise of options Share buy-back Repayment of borrowings Capital raising costs Net cash flows provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of year	Year ended 30 June 2021 $ 621 - (968,864) (968,243) (62,257) (1,053,935) (1,116,192) 6,400,000 199,200 - - (320,632) 6,278,568 4,194,133 235,329 4,429,462	Year ended 30 June 2020 $ 1 100,000 (21,027)
		78,974
		- (112,959)
		(112,959)
		540,230 - (250,000) (5,000) (16,170)
		269,060
		235,075 254
		235,329

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Statement of significant accounting policies

This financial report includes the financial statements and notes of Rincon Resources Limited and controlled entities (“consolidated entity” or the “Group”). The separate financial statements and notes of Rincon Resources Limited as an individual parent entity (“Company”) have not been presented within this financial report as permitted by the Corporations Act 2001 .

Basis of preparation

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 , Accounting Standards and Interpretations and complies with other requirements of the law.

The financial report has also been prepared on an accrual basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

The Company is an ASX listed public company, incorporated in Australia and operating in Australia.

The Group’s principal activities are mineral exploration.

The financial report is presented in Australian dollars.

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property, plant and equipment and derivative financial instruments.

Statement of Compliance

The financial report was authorised for issue on 29 September 2021.

The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

New or amended Accounting Standards and Interpretations adopted

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

The following Accounting Standards and Interpretations are most relevant to the consolidated entity:

Conceptual Framework for Financial Reporting (Conceptual Framework)

The consolidated entity has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards, but it has not had a material impact on the consolidated entity's financial statements.

RINCON RESOURCES

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2021. The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

Note 2. Significant accounting estimates and judgements

The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Exploration and evaluation expenditure:

The Directors have conducted a review of the Group’s capitalised exploration expenditure to determine the existence of any indicators of impairment. Based upon this review, the Directors have determined that no impairment exists.

Share-based payment transactions:

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using an appropriate valuation model.

The fair value is expensed over the vesting period.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Rincon Resources Limited ('Company' or 'parent entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended. Rincon Resources Limited and its subsidiaries together are referred to in these financial statements as the “consolidated entity” or “Group”.

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Cash and cash equivalent Cash at bank	Consolidated 30 June 2021 $ 30 June 2020 $ 4,429,462 235,329

Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above. Cash at bank earns interest at floating rates based on daily bank deposit rates.

Note 4. Other receivables GST receivable Prepayment	Consolidated 30 June 2021 $ 30 June 2020 $ 71,907 3,119 41,807 9,623 113,714 12,742	Consolidated 30 June 2021 $ 30 June 2020 $ 71,907 3,119 41,807 9,623 113,714 12,742
		12,742

Note 5. Exploration and evaluation Costs carried forward in respect of areas of interests: Movement during the year Opening balance: Exploration expenditure	Consolidated 30 June 2021 $ 30 June 2020 $ 1,625,681 571,746 571,746 479,100 1,053,935 92,646 1,625,681 571,746	Consolidated 30 June 2021 $ 30 June 2020 $ 1,625,681 571,746 571,746 479,100 1,053,935 92,646 1,625,681 571,746
		479,100 92,646
		571,746

RINCON RESOURCES

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 5. Exploration and evaluation (continued)

The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases are dependent on the successful development and commercial exploitation or sale of the respective areas.

Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:

the rights to tenure of the area of interest are current; and
at least one of the following conditions is also met:
(i) the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; or
(ii) exploration and evaluation activities in the area of interest have not at the balance date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching, assaying, sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to a mine development asset.

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 6. Plant and Equipment

Plant and equipment At cost Accumulated depreciation Total Plant and equipment Computer equipment At cost Accumulated depreciation Total Office equipment Software At cost Accumulated depreciation Total Software *Movements in plant and equipment* Beginning of year Additions Depreciation Balance at end of year *Movements in computer equipment* Beginning of year Additions Depreciation Balance at end of year *Movements in software* Beginning of year Additions Depreciation Balance at end of year Total Plant and equipment	30 June 2021 $ 26,395 (447) 25,948 10,231 (428) 9,803 25,630 (51) 25,579 - 26,395 (447) 25,948 - 10,231 (428) 9,803 30 June 2021 $ - 25,630 (51) 25,579 61,330	30 June 2020 $ - -
		-
		- -
		-
		- -
		-
		- - -
		-
		- - -
		-
		30 June 2020 $ - - -
		-

		-

RINCON RESOURCES

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 6. Plant and Equipment (continued)

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is calculated over the estimated useful life of the assets as follows: Plant and equipment – over 5 (diminishing value) Computer equipment – 3 years (diminishing value) Software – 3 years (diminishing value)

The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end.

For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair value.

An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount with the impairment loss recognised in profit or loss.

Derecognition and disposal

An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

Note 7. Current Liabilities

Current Liabilities
a) Trade and other payables Trade payables Accruals	128,351 71,301 199,652	111,485 115,280
		226,765

b) Provisions

Provisions
Employee benefits	2,779 2,779	-
		-

Trade payables are non-interest bearing and are normally settled on 30 day terms.

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 7. Current Liabilities (continued)

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. Trade and other payables are presented as current liabilities unless payment is not due within 12 months.

Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a expense.

Note 8. Borrowings Borrowings	Consolidated 30 June 2021 $ 30 June 2020 $ - 80,766

On 30 September 2018 the Company entered into a Loan Agreement with Tanamera Resources Pte Ltd (“Tanamera”), an entity related to director, Geoffrey McNamara, by which Tanamera would make available up to $100,000 by way of an unsecured loan for a period of 12 months. Repayment of the outstanding amount of the loan in full on the earlier of: (a) date of expiry or (b) date on which the Company has received an aggregate of $500,000 from equity raising undertaken from execution date. Interest accrues at a rate of 10% per annum on total outstanding principal from the execution date until the drawdown date and 10% per annum on the amount of the loan drawn from the first day after the drawdown date until the repayment date. The Loan Agreement was varied on 12 July 2019 increasing the drawdown amount to $300,000. On 13 July 2020, the Company issued 3,913,614 fully paid ordinary shares at a deemed value of $0.0166 per share as repayment of the loan balance. $nil (30 June 2020: $7,040) interest expense has been included in the profit or loss for the reporting period.

On 13 July 2020, the Company issued 951,807 shares at a deemed value of $0.0166 per share as settlement of the borrowing liabilities.

RINCON RESOURCES

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 9. Issued capital 51,336,756 (30 June 2020: 54,491,261) fully paid ordinary shares on issue Balance at 1 July 2019 Movement in ordinary shares on issue Shares issued to accrued expenses for consultant fees Shares issued in lieu of capital raising fees @ $0.0166 per share Shares issued in lieu of accrued payables @ $0.119 per share Share issue on conversion of partial loan Share issue for exclusivity fee @ $0.0166 per share Share issue as capital raising @ $0.0166 per share Lead Manager Mandate purchase @ $0.0010 per share Share buy-back @ $0.0833 per share Cancellations of shares issued to consultants Cost of share issues At 30 June 2020 Balance at 1 July 2020 Movement in ordinary shares on issue Shares issued to in lieu of Director Fees @ $0.0166 per share Share issue on conversion of loan – Lyza & Tanamera@ $0.0166 per share Share issue on conversion of Convertible Note @ $0.014 per share Shares issued in lieu of Capital raising cost @ $0.0166 per share Share issue exercise of options @ $0.0664 per share Consolidation of share capital Share issue as capital raising @ $0.20 per share Lead Manager Mandate purchase @ $0.0010 per share Cost of share issues At 30 June 2021	30 June 2021 $ 7,149,857 30 June 2020 Number 19,000,000 840,336 616,265 84,033 2,000,000 3,012,047 32,528,916 250,000 (3,000,000) (840,336) - 54,491,261 30 June 2021 Number 54,491,261 903,614 4,865,421 2,857,143 937,952 3,650,000 (47,598,635) 30,000,000 1,230,000	30 June 2020 $ 775,523
		30 June 2020 $ 293,636
		100,000 10,230 10,000 150,000 50,000 539,980 250 (250,000) (100,000) (28,573)
		775,523

		30 June 2021 $

		775,523

		15,000
		80,766
		400,000
		15,570
		199,200
		-
		6,000,000
		246,000
	-	(582,202)
	51,336,756	7,149,857

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 9. Issued capital (continued)

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Note 10. Reserves

Balance at 1 July 2020 Options issued to consultant Consolidation of options on a 1:3.288 basis Exercise of options Performance Rights(i) At 30 June 2021	30 June 2021 Number -	30 June 2021 $

		-

	12,000,000	311,710
	(8,350,000)	-
	(3,650,000)	(311,710)
	2,800,000	1,521
	2,800,000	1,521

During the year, 12,000,000 options were granted to consultants in lieu of consulting services. On 22 October 2020, these options were consolidated on a 1:3.288 basis. These options were exercised by the consultants during the period.

The total fair value of $311,710 for options issued to consultants were recognised as consulting fee expense in the statement of profit or loss and other comprehensive income.

The Black-Scholes options pricing model was used to value the options and the following table lists the inputs to the model used for the valuation of the options:

			Share Price		Risk-free
		Exercise	at Grant	Expected	Interest	Fair Value
Grant Date	Expiry Date	Price	Date	Volatility	Rate	per Option
22/10/2020	23/07/2023	$0.05457	$0.14	100%	0.12%	$0.0854

(i) During the year, the Company issued Performance Rights to Key Management Personnel. The reserve is used to record the value of equity benefits provided to directors as part of their remuneration. Refer to Note 11.

RINCON RESOURCES

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Equity-based payments

Equity based payments included in the Statement of Financial Position for the year are as follows:

lows:
	30 June	30 June
	2021	2020
	$	$
Shares issued in lieu of capital raising fees	261,570	10,230
Shares issued to a director in lieu of accrued
director fees1	15,000	10,000
Shares issued as settlement of borrowings	80,766	150,000

Equity based payments included in the Statement of Profit or Loss and Other Comprehensive Income for the period are detailed below:

Vesting period expense - performance rights2 Options issued as consultant fee	30 June 2021 $ 1,521 311,710 313,231	30 June 2020 $ - -
		-

On 9 July 2020, the Company issued 903,614 fully paid ordinary shares at a fair value issue price of $0.0166 per share to Ms Shannon Coates in lieu of accrued director fees.
On 25 June 2021, the Company issued Incentive Performance Rights to the Company’s Key Management Personnel.

Performance Rights

On 25 June 2021, the Company issued 4,800,000 Performance Rights to Key Management personnel in connection with their appointments.

The vesting conditions are based on the earlier of the following:

	No. of
Tranche	Performance	Vesting conditions	Expiry Date	No. Vested
	Rights
Class A	650,000	Twelve months continuous service as a Director or CEO and on the Company announcing a JORC compliant Inferred Resource of ≥200,000 oz’s of gold or gold equivalent at its Laverton and/or South Telfer projects, within 3 years from the date of issue.	25/6/2024	-
Class B	1,300,000	Twenty-four months continuous service as a Director or CEO and on the Company announcing a JORC compliant Inferred Resource of >/= 500,000 oz's of gold or gold equivalent at its Laverton and/or South Telfer projects, within 3 years from the date of issue.	25/6/2024	-
Class C	1,550,000	Thirty-six months continuous service as a Director or CEO and on the Company announcing a JORC compliant Inferred Resource of ≥1 million oz’s of gold or gold equivalent at its Laverton and/or South Telfer projects, within 5 years from the date of issue.	25/6/2026	-
Class D	1,300,000	Twenty-four months continuous service as a Director or CEO and on the Company announcing completion of a positive Scoping and/or Feasibility Study at its Laverton and/or South Telferprojects within 5years from the date of issue.	25/6/2026	-

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Equity Based Payments (continued)

The fair value of the Performance Rights granted are estimated at the date of grant based on the assumptions set out below:

	Class A	Class B	Class C	Class D
Assumptions:
Grant date	25/06/2021	25/06/2021	25/06/2021	25/06/2021
Issue date	02/07/2021	02/07/2021	02/07/2021	02/07/2021
Expiry date	25/06/2024	25/06/2024	25/06/2026	25/06/2026
Share price at grant date	$0.2625	$0.2625	$0.2625	$0.2625
Probability	40%	25%	10%	10%
Vesting period	36 months	36 months	60 months	60 months
Indicative value per Director Performance Right	$0.20	$0.16	$0.11	$0.14

Number of performance rights	650,000	1,300,000	1,550,000	1,300,000
Amount recognised as equity-based payment expense for the year ended 30 June 2021	376	602	241	302

As at 30 June 2021 management has provided the best estimate of the probability of performance rights expected to vest. The performance rights have been valued in accordance with AASB 2 Share Based Payments, and are bought to account over their vesting periods.

RINCON RESOURCES

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	30 June	30 June
	2021	2020
	$	$
Earnings Per Share
(Loss)/Profit used in the calculation of basic and diluted earnings per share	(1,172,095)	12,541

Note 12. Earnings Per Share

(a) Weighted average number of ordinary shares outstanding during the reporting period used in calculation of basic and diluted earnings per share: Basic and diluted (loss)/earnings per share (cents per share)	Number of Shares Number of Shares 52,573,980 29,638,944 (2.23) 0.04

Basic earnings per share is calculated as net profit or loss attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net profit or loss attributable to members of the parent, adjusted for:

costs of servicing equity (other than dividends) and preference share dividends;
• the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

Note 13. Commitments for expenditure

Exploration commitments

The Company’s exploration commitments are as follows:

Not longer than 1 year Longer than 1 but not longer than 5 years Longer than 5 years	30 June 2021 $ 40,161 - - 40,161	30 June 2020 $ 34,314 34,680 -
		68,994

Exploration commitments consist of annual rents payable on tenements.

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 14. Contingent liabilities

There are no contingent liabilities as at 30 June 2021 and 30 June 2020.

Note 15. Interest in subsidiary

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1:

Name	Ownership % 2021 2020	Ownership % 2021 2020
	2021
Lyza Mining Pty Ltd Australia	100	100
South Telfer Mining Pty Ltd Australia	100	100
Holdings Tenements Pty Ltd Australia	100	-

The above subsidiaries have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.

Note 16. Key Management Personnel Disclosures

Details of key management personnel:

The following persons were key management personnel of Rincon Resources Limited during the financial year:

Geoffrey McNamara – Non-Executive Chairman (appointed as Executive Chairman 8 September 2020, resigned as Executive Chairman on 12 May 2021) Gary Harvey – Chief Executive Officer (appointed 12 May 2021) Zeffron Reeves – Non-Executive Director

Blair Sergeant – Non-Executive Director (appointed 18 August 2020) Ed Mason – Non-Executive Director (appointed 1 November 2020) Shannon Coates – Non-Executive Director (resigned 1 November 2020)

The aggregate compensation made to the directors and other key management personnel, or the Group is set out below:

	2021 2020
	$ $
Short-term benefits	382,289 90,000
Post-employment benefits	3,258 -
Share-based payments	1,880 -
	387,427 90,000

During the year ended 30 June 2021, Shannon Coates was issued 903,614 fully paid shares at $0.0166 per share in lieu of director fees payable at 30 June 2020.

During the year ended 30 June 2020, Shannon Coates was issued 84,033 fully paid shares at $0.119 per share in lieu of director fees payable at 30 June 2019.

RINCON RESOURCES

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 17. Related Party Disclosures

Key Management Personnel and transactions with other related parties

Disclosures relating to Key Management Personnel are set out in Note 16 and the Remuneration Report included in the Directors’ Report.

a) Transactions with Key Management Personnel and their related parties

Transactions with Key Management Personnel or their related parties during the year ended 30 June 2021 are as follows:

June 2021 are as follows:
	2021	2020
	$	$
The following transactions occurred with
related parties for consulting services:
Evolution Corporate Services Pty Ltd (i)	10,839	33,008
Tanamera Resources Pte Ltd(ii)	63,601	-
Zeffron Reeves(iii)	72,648	-
Tesoro Resources Pte Ltd(iv)	7,910	-
	154,998	33,008
(i)For company secretarial services, to which Shannon Coates is a director.
(ii)For consulting service, to which Geoffrey McNamara is a director.
(iii)For consulting services.
(iv)For administrative support, to which Geoffrey McNamara and Zeffron Reeves are directors.
Outstanding balances arising from sales/purchases of goods and services, transactions
	2021	2020
	$	$
The following payments are owed to related parties:
Geofrrey McNamara(i)	-	56,875
Evolution Corporate Services Pty Ltd(ii)	-	39,609
Zeffron Reeves(iii)	40,150	34,375
Tanamera Resources Pte Ltd(iv)	18,750	-
Shannon Coates(v)	-	36,875
	58,900	167,734

(i) For company secretarial services, to which Shannon Coates is a director.

(ii) For consulting service, to which Geoffrey McNamara is a director. (iii) For consulting services.

(iv)For administrative support, to which Geoffrey McNamara and Zeffron Reeves are directors.

b) Outstanding balances arising from sales/purchases of goods and services, transactions

(i)Amount was payable to Geoffrey McNamara for director fee.

(iv)Amount is payable to Tanamera for Geoffrey McNamara’s director fees of $11,250 and consulting fees of $7,500.

(v)Amount was payable to Shannon Coates for director fee.

c) Loans to Key Management Personnel and their related parties

No outstanding loans to Key Management Personnel and their related parties during the year ended 30 June 2021.

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 17. Related Party Disclosures (continued)

On 4 February 2019, the Company acquired 100% issued capital of Lyza Mining Pty Ltd. In accordance with the acquisition agreement the Company acquired $15,800 of borrowing liabilities of Lyza Mining Pty Ltd. Among the loans, $3,600 were loaned from Palin A/C (an entity associated with Director Zeffron Reeves) and $9,000 from Tanamera. The borrowings are unsecured with interest free and payable upon demand. On 13 July 2020, the Company issued total 951,807 shares at a deemed value of $0.0166 per share as settlement of the borrowing liabilities of $15,800.

Note 18. Financial Risk Management Objectives and Policies

The main risks arising from the Group’s financial instruments are market risk, currency risk and interest rate risk.

This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital.

The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing each of these risks and they are summarised below.

The Group’s principal financial instruments comprise cash and short term deposits. The main purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the Group. The Group also has other financial instruments such as trade debtors and creditors which arise directly from its operations.

(a) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments.

The Group is exposed to movements in market interest rates on short term deposits. The policy is to monitor the interest rate yield curve out to 120 days to ensure a balance is maintained between the liquidity of cash assets and the interest rate return. The Group does not have short or long term debt, and therefore this risk is minimal.

RINCON RESOURCES

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 18. Financial Risk Management Objectives and Policies (continued)

(b) Currency Rate Risk

Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a currency that is not the functional currency of the consolidated entity. The consolidated entity deposits are denominated in Australian dollars. Currently, there are no foreign exchange programs in place. Based upon the above, the impact of reasonably possible changes in foreign exchange rates for the consolidated entity is not material.

(c) Interest Rate Risk

The table below reflects the undiscounted contractual settlement terms for financial instruments of a fixed period of maturity, as well as management’s expectations of the settlement period for all other financial instruments. As such, the amounts might not reconcile to the statement of financial position.

30 June 2021 FINANCIAL ASSETS Variable interest rate instruments FINANCIAL LIABILITIES Non-interest bearing NET FINANCIAL ASSETS 30 June 2020 FINANCIAL ASSETS Non-interest bearing Variable interest rate instruments FINANCIAL LIABILITIES Non-interest bearing Interest bearing NET FINANCIAL LIABILITIES	Weighted Average Effective Interest Rate %	Less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Total $ $ $ $ $
	0.01%	4,429,462 - - - 4,429,462 4,429,462 - - - 4,429,462 (199,652) - - - (199,652) 4,229,810 - - - 4,229,810
	Weighted Average Effective Interest Rate %	Less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Total $ $ $ $ $
	9.06%	235,329 - - - 235,329 - - - - - 235,329 - - - 235,329 (226,765) - - - (226,765) (15,800) - (64,966) - (80,766) (7,236) - (64,966) - (72,202)

Net fair value of financial assets and liabilities

The carrying amount of cash and cash equivalents approximates fair value because of their short-term maturity.

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 18. Financial Risk Management Objectives and Policies (continued)

(d) Interest Rate Sensitivity Analysis

At 30 June 2021, the effect on loss and equity as a result of changes in the interest rate, with all other variable remaining constant would have immaterial effect.

(e) Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted the policy of only dealing with creditworthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Group operates in the mining exploration sector; it therefore does not supply products and have trade receivables and is not exposed to credit risk in relation to trade receivables. The Group does not have any significant credit risk exposure to any single counterparty or any Company of counterparties having similar characteristics.

The Group’s maximum exposure to credit risk at each balance date in relation to each class of recognised financial assets is the carrying amount, net of any allowance for doubtful debts, of those assets as indicated in the statement of financial position. The maximum credit risk exposure of the Group at 30 June 2021 is nil (2020: nil). There are no impaired receivables at 30 June 2021 (2020: Nil).

(f) Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group manages liquidity risk by monitoring forecast cash flows on a rolling monthly basis and entering into supply contracts which can be cancelled within a short timeframe. The Group does not have any significant liquidity risk as the Group does not have any collateral debts.

(g) Capital Management

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so it may continue to provide returns for shareholders and benefits for other stakeholders.

Due to the nature of the Group’s activities, being mineral exploration, it does not have ready access to credit facilities and therefore is not subject to any externally imposed capital requirements, with the primary sources of project funding to date being raising funds from equity markets. Accordingly, the objective of the Group’s capital risk management is to balance the current working capital position against the requirements to meet progressing exploration and evaluation work, project related costs and corporate overheads. Going forward, operations budget and cashflow forecasts are monitored to ensure sufficient funding to meet expenditure.

The directors consider that the carrying value of the financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair value.

RINCON RESOURCES

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 19. Segment Reporting

Rincon Resources Limited operates predominantly in one industry being the mining exploration and evaluation industry in Western Australia.

Segment Information

Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by the chief operating decision maker (being the Board of Directors) in assessing performance and determining the allocation of resources.

The Group is managed primarily on the basis of evaluation of its gold and copper exploration tenements in Australia and its corporate activities. Operating segments are therefore determined on the same basis.

Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics.

Types of reportable segments

(i) Exploration and evaluation

Segment assets, including acquisition cost of exploration licenses and all expenses related to the licenses in Western Australia are reported in this segment.

(ii) Corporate

Corporate, including treasury, corporate and regulatory expenses arising from operating an ASX listed entity. Segment assets, including cash and cash equivalents, and investments in financial assets are reported in this segment.

Basis of accounting for purposes of reporting by operating segments

Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors as the chief operating decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Company.

Segment assets

Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

Segment liabilities

Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Segment liabilities include trade and other payables.

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 19. Segment Reporting (continued)

30 June 2021 (i) Segment performance Segment revenue *Segment results* Included within segment results: • Interest revenue Segment assets Segment liabilities 30 June 2020 (i) Segment performance Segment revenue *Segment results* Included within segment results: • Interest revenue • Other revenue • Gain on disposal of liability Segment assets Segment liabilities		Corporate Exploration and Evaluation Total $ $ $
		621 - 621 (1,162,425) (9,670) (1,172,095) 621 - 621 4,604,506 1,625,681 6,230,187 (108,408) (94,023) (202,431)


		Corporate Exploration and Evaluation Total $ $ $
		200,001 - 200,001 13,441 (900) 12,541 1 - 1 100,000 - 100,000 100,000 - 100,000 248,071 571,746 819,817 (304,405) (3,126) (307,531)

(ii) Revenue by geographical region

There was no revenue attributable to external customers for the year ended 30 June 2021 (2020: Nil).

(iii) Assets by geographical region All assets are held in Australia.

RINCON RESOURCES

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

30 June 2021 $ Note 20. Income tax a. The components of tax (benefit) comprise: Current tax - Deferred tax - Income tax benefit reported in Statement of Profit or Loss and Other Comprehensive Income - b. The prima facie tax benefit on loss from ordinary activities before income tax is reconciled to the income tax as follows: Prima facie tax benefit on loss from ordinary activities before income tax at 30% (2020: 27.5%) (351,629) Add tax effect of: - Other non-allowable items 93,996 - Revenue losses and other deferred tax balances not recognised 257,633 - Less tax effect of: - Other non-assessable items - - c. Deferred tax recognised at 30% (2020: 27.5%)1: Deferred tax liabilities: - Exploration and evaluation (398,151) Deferred tax assets: - Revenue losses 398,151 Net deferred tax - d. Unrecognised deferred tax assets at 30% (2020: 27.5%)1: Revenue losses 338,308 Capital raising costs 78,495 Provisions and accruals 5,334 422,137 e. Current tax liabilities Provision for tax - -	30 June 2020 $ - -
	-
	3,449 339 23,712
	27,500
	27,500
	-
	(66,614) 66,614
	-
	58,673 6,286 3,406
	68,365
	-
	-

The tax benefits of the above deferred tax assets will only be obtained if:

(a) the Group derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;

(b) the Group continues to comply with the conditions for deductibility imposed by law; and

Note 1 - the corporate tax rate for eligible companies will reduce from 30% to 25% by 30 June 2022 providing certain turnover thresholds and other criteria are met. Deferred tax assets and liabilities are required to be measured at the tax rate that is expected to apply in the future income year when the asset is realised or the liability is settled. The Directors have determined that the deferred tax balances be measured at the tax rates stated. Note 2 – The company and its eligible subsidiaries have elected to form a consolidated group for income tax purposes.

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 21. Cash flow information

ash flow information
	30 June	30 June
	2021	2020
	$	$
Reconciliation of cash:
Cash balances	4,429,462	235,329
	4,429,462	235,329
econciliation of net (loss)/profit after tax to the net cash	flows from operations:
	30 June 2021	30 June 2020
	$	$
Net (loss)/profit	(1,172,095)	12,541
Non-cash items
Depreciation	926	-
Consulting fee paid via option issue	311,710	-
Equity based payments	1,521	-
Changes in assets and liabilities:
Trade and other receivables	(100,972)	(25,020)
Trade and other payables	(9,333)	91,453
Net cash flows used in operating activities	(968,243)	78,974
Non-cash financing activities
Repayment of loan by share issuance	80,766	-
	80,766	-

Reconciliation of net (loss)/profit after tax to the net cash flows from operations:

RINCON RESOURCES

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 22. Parent Entity Disclosures

(a) Financial position Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Total Liabilities Equity Issued capital Accumulated losses Reserves Total Equity (b) Financial performance (Loss)/profit for the year Other comprehensive income Total comprehensive (loss)/profit	30 June 2021 $ 4,541,395 1,579,089 6,120,484 (202,431) (202,431) 7,149,857 (1,233,325) 1,521 5,918,053 30 June 2021 $ (970,089) - (970,089)	30 June 2020 $ 247,896 556,122 804,018 (291,732) (291,732) 775,523 (263,236) - 512,286 30 June 2020 $ 12,542 - 12,542

(c) Contingent liabilities

As at 30 June 2021 (2020: nil), the Company had no contingent liabilities.

(d) Contractual Commitments

As at 30 June 2021 (2020: nil), the Company had no contractual commitments.

(e) Guarantees entered into by parent entity

As at 30 June 2021 (2020: nil), the Company had not entered into any guarantees.

The financial information for the parent entity, Rincon Resources Limited, has been prepared on the same basis as the consolidated financial statements, except as set out below.

Investments in subsidiaries, associates and joint venture entities

Investments in subsidiaries, associates and joint venture entities are accounted for at cost, less any impairment, in the parent entity. Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.

2021 ANNUAL REPORT

RINCON RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 23. Remuneration of auditors

The following fees were paid or payable for services provided by RSM Australia Partners, the auditor of the Company:

y:
Audit services ndependent Accountant’s Report	30 June 2021 $ 29,500 16,750 46,250	30 June 2020 $ 7,500 -
		7,500

Note 24. Events after the reporting date

On 5 and 23 July 2021, the Company announced the commencement and update the maiden 5,000m Phase 1 drilling program at the South Telfer’s Hasties Prospect.

On 12 July 2021, the Company announced the completion of a 103 hole, 6,416m air-core drill program at the Laverton Gold Project.

On 26 August 2021, the Company announced the results of the VTEM geophysical surveys completed over the Company’s south-eastern tenement areas at its wholly owned South Telfer Gold-Copper Project.

On 20 September 2021, the Company announced assay results from the first five holes from its maiden drilling program at the 100% owned South Telfer Gold-Copper Project.

	Number Issued	Vesting Condition	Expiry Date
Class A	250,000	The Company announcing a JORC compliant Inferred Resource of ≥200,000 oz’s of gold or gold equivalent at its Laverton and/or South Telfer projects.	3 years from Approval Date
Class B	500,000	The Company announcing a JORC compliant Inferred Resource of ≥500,000 oz’s of gold or gold equivalent at its Laverton and/or South Telfer projects.	3 years from Approval Date
Class C	750,000	The Company announcing a JORC compliant Inferred Resource of ≥1 million oz’s of gold or gold equivalent at its Laverton and/or South Telfer projects.	5 years from Approval Date
Class D	500,000	The Company announcing completion of a positive Scoping and/or Feasibility Study at its Laverton and/or South Telfer projects.	5 years from Approval Date

On 27 September 2021, the Company announced the appointment of Mr Gary Harvey as Managing Director effective 1 October 2021.

RINCON RESOURCES

RINCON RESOURCES LIMITED DIRECTORS’ DECLARATION

In the opinion of the Directors of Rincon Resources Limited (the ‘Company’):

a. the financial statements, notes and the additional disclosures are in accordance with the Corporations Act 2001 including:
I. giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the year then ended; and
II. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;
b. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
c. the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.

This declaration has been made after reviewing the declarations required to be made to the Directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2021.

Signed in accordance with a resolution of the Board of Directors.

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_________ Geoffrey McNamara NonExecutive Chairman 29 September 2021

2021 ANNUAL REPORT

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RSM Australia Partners

Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF RINCON RESOURCES LIMITED

Opinion

We have audited the financial report of Rincon Resources Limited (the Company) and its subsidiaries (the Group), which comprises the statement of financial position as at 30 June 2021, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:

(i) Giving a true and fair view of the Group's financial position as at 30 June 2021 and of its financial performance for the year then ended; and
(ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

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Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter	How our audit addressed this matter
Exploration and Evaluation Expenditure Refer to Note 5 in the financial statements
The Group has capitalised exploration and evaluation expenditure with a carrying value of $1,625,681 as at 30 June 2021. We considered this to be a key audit matter due to the significant management judgments involved in assessing the carrying value of the asset including:  Determination of whether the expenditure can be associated with finding specific mineral resources, and the basis on which that expenditure is allocated to an area of interest;  Determination of whether exploration activities have progressed to the stage at which the existence of an economically recoverable mineral reserve may be assessed; and  Assessing whether any indicators of impairment are present, and if so, judgments applied to determine and quantify any impairment loss.	Our audit procedures included:  Ensuring that the right to tenure of each area of interest is current;  Agreeing a sample of additions to supporting documentation and ensuring the amounts are capital in nature and relate to the area of interest;  Assessing and evaluating management’s assessment that no indicators of impairment existed at the reporting date;  Enquiring with management and reviewing budgets and other supporting documentation as evidence that active and significant operations in, or relation to, the area of interest will be continued in the future; and  Assessing management’s determination that exploration and evaluation activities have not yet reached a stage where the existence or otherwise of economically recoverable reserves may be reasonably determined.

Key Audit Matter

How our audit addressed this matter

Exploration and Evaluation Expenditure
Refer to Note 5 in the financial statements

The
Group
has
capitalised
exploration
and
evaluation expenditure with a carrying value of
$1,625,681 as at 30 June 2021.
We considered this to be a key audit matter due to
the significant management judgments involved in
assessing the carrying value of the asset including:

Determination of whether the expenditure can
be associated with finding specific mineral
resources, and the basis on which that
expenditure is allocated to an area of interest;

Determination of whether exploration activities
have progressed to the stage at which the
existence of an economically recoverable
mineral reserve may be assessed; and

Assessing whether any indicators of impairment
are present, and if so, judgments applied to
determine and quantify any impairment loss.

Our audit procedures included:

Ensuring that the right to tenure of each area of
interest is current;

Agreeing a sample of additions to supporting
documentation and ensuring the amounts are
capital in nature and relate to the area of interest;

Assessing
and
evaluating
management’s
assessment that no indicators of impairment existed
at the reporting date;

Enquiring with management and reviewing budgets
and other supporting documentation as evidence
that active and significant operations in, or relation
to, the area of interest will be continued in the future;
and

Assessing
management’s
determination
that
exploration and evaluation activities have not yet
reached a stage where the existence or otherwise
of economically recoverable reserves may be
reasonably determined.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2021, but does not include the financial report and the auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporation Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

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Auditor's Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our auditor's report.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included within the directors' report for the year ended 30 June 2021. In our opinion, the Remuneration Report of Rincon Resources Limited, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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RSM AUSTRALIA PARTNERS

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Perth, WA Dated: 29 September 2021

TUTU PHONG Partner

Rincon Resources Limited

HOLDINGS AS AT 14 SEPTEMBER 2021

The distribution of members and their holdings of equity securities in the company as at 14 September 2021 were as follows:

Number of Securities Held	Fully Paid Shares	Fully Paid Shares
	No. of Holders	Securities
1-1,000 1,001 - 5,000 5,001 – 10,000 10,001 - 100,000 100,001 and over	11 59 36 214 78	3,544 161,400 314,044 7,276,339 43,581,429
Total	398	51,336,756

Holders of less than a marketable parcel: 22

20 LARGEST SHAREHOLDERS AS AT 14 SEPTEMBER 2021

Position	Holder Name	No of shares	% Holding
1	GUNSYND PLC	8,900,000	17.34%
2	THE GAS SUPER FUND PTY LTD	2,275,000	4.43%
3	DINGO YACHTS CREATIVE PTY LTD	2,199,125	4.28%
4	TANAMERA RESOURCES PTE LTD	2,099,461	4.09%
5	BNP PARIBAS NOMINEES PTY LTD	2,014,741	3.92%
6	J P MORGAN NOMINEES AUSTRALIA PTY LIMITED	2,000,000	3.90%
7	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	1,793,981	3.49%
8	MR KENNETH JOSEPH HALL	1,650,001	3.21%
9	PAC PARTNERS SECURITIES PTY LTD	1,591,572	3.10%
10	MR ZEFFRON CHARLES REEVES	1,381,526	2.69%
11	BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD	874,593	1.70%
12	ON SITE LABORATORY SERVICES PTY LTD	803,213	1.56%
13	TANAMERA RESOURCES PTE LTD	802,359	1.56%
14	IRONSIDE CAPITAL PTY LTD	740,333	1.44%
15	PHEAKES PTY LTD	669,344	1.30%
16	GARRY HERBERT ERNEST GOYNE	644,444	1.26%
17	EVOLUTION CAPITAL PARTNERS PTY LTD	562,797	1.10%
18	MR WILLIAM RICHARD BROWN	557,000	1.09%
19	MR SEBASTIAN MARR	487,878	0.95%
20	ABBYROK PTY LTD	487,282	0.95%
	Total	32,534,650	63.37%

2021 ANNUAL REPORT

Rincon Resources Limited

Substantial Shareholders

Substantial holders in the Company as at 14 September 2021 are set out below:

Fully Paid Ordinary Shares	No.	(%)
GUNSYND PLC	8,900,000	17.34

Voting Rights

Ordinary Shares

In accordance with the Company's Constitution, on a show of hands every member present in person or by proxy or attorney or duly authorised representative has one vote. On a poll every member present in person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary share held.

Options

There are no voting rights attached to Options.

Restricted Securities

The Company has the following restricted securities at the current date.

Class of restricted securities	Number	Date that the escrow period ends
Fully paid ordinary shares Fully paid ordinary shares Fully paid ordinary shares	498,212 2,045,790 9,058,210	1/12/2021 8/12/2021 21/12/2022

Consistency with business objectives - ASX Listing Rule 4.10.19

In accordance with Listing Rule 4.10.19, the Company states that it has used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives and as set out in the Prospectus dated 3 November 2020.

Company Secretary

The name of the Company Secretary is Zane Lewis

Address and telephone details of the entity’s registered and administrative office

Suite 1, 295 Rokeby Road SUBIACO, WA, AUSTRALIA, 6008

Telephone: +61 8 6555 2950

Address and telephone details of the office at which a register of securities is kept

AUTOMIC REGISTRY SERVICES LEVEL 2, 267 St Georges Terrace PERTH, WA, AUSTRALIA, 6000

Telephone: 1300 288 664 (within Australia) or +61 2 9698 5415 (outside Australia)

Securities exchange on which the Company’s securities are quoted

The Company’s listed equity securities are quoted on the Australian Securities Exchange (Code: RCR).

Review of Operations

A review of operations is contained in the Directors’ Report.

RINCON RESOURCES

Rincon Resources Limited Tenement Listing

	RINCON RESOURCES LIMITED - TENEMENT LIST	RINCON RESOURCES LIMITED - TENEMENT LIST
Project	Tenement Status Area (Ha) Holder	TermFrom TermTo Anniversary
Kiwirrkurra	E80/5241 Live 12,650 Lyza Mining Pty Ltd E80/5648 App 948 E80/5649 App 4,107 E80/5650 App 1,580	24-05-19 23-05-24 24-05-21



Sub-Total	4 19,285 (193km2)
Laveton	E38/2908 Live 2,250 Holdings Tenements Pty Ltd E38/3356 Live 735 E38/3566 App 536 E38/3567 App 301 E38/3568 App 270	23-01-15 22-01-25 23-01-22
		07-06-19 06-06-24 07-06-21



Sub-Total	2 4,092 (41km2)
South Telfer	E45/4336 Live 317 South Telfer Mining Pty Ltd E45/4568 Live 1,212 E45/5359 Live 31,390 E45/5363 Live 4,780 E45/5364 Live 2,775 E45/5501 Live 10,830 P45/2929 Live 186 P45/2983 Live 124	01-10-14 30-09-24 01-10-21
		10-04-18 09-04-23 10-04-22
		14-11-19 13-11-24 14-11-21
		14-11-19 13-11-24 14-11-21
		14-11-19 13-11-24 14-11-21
		05-02-20 04-02-25 05-02-22
		30-12-15 29-12-23 30-12-21
		31-07-19 30-07-23 31-07-21
Sub-Total	8 51,614 (516km2)
TOTAL	14 74,991 (750km2)

2021 ANNUAL REPORT

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ABN 54 628 003 538

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AI assistant

RINCON RESOURCES LIMITED — Annual Report 2021

65672_rns_2021-09-28_512d7853-0de0-4f41-acec-50a04723a4be.pdf

2021

CONTENTS

CORPORATE DIRECTORY

Directors

Company Secretary

Registered Office

Auditors

Share Registrar

Securities Exchange Listing

CHAIRMAN’S LETTER

Dear Fellow Shareholder,

DIRECTORS’ REPORT

Directors

Geoffrey McNamara

Information on Directors

Geoffrey McNamara Non-Executive Chairman

Zeffron Reeves

Blair Sergeant

Ed Mason

Shannon Coates

Zeffron Reeves Non-Executive Director

BSc (Hons) (Applied Geology), MBA, MAIG

Ed Mason Non-Executive Director

(appointed 1 November 2020) BSc (Applied Geology), AusIMM

Blair Sergeant Non-Executive Director

(appointed 18 August 2020)

Company Secretary

Mr Zane Lewis

(appointed 18 October 2020)

Directorships of Other Listed Companies

Principal activities

Operating results

Dividends

Directors’ Interests in Shares, Options and Performance Rights

Review of Operations

Exploration Programs

South Telfer Gold-Copper Project

Photo-geological mapping and target generation

Surface and aerial geophysical surveys

VTEM

GAIP

Reverse Circulation (RC) drilling at Hasties

About South Telfer Gold-Copper Project

Hasties Gold Intercepts:

Hasties Copper Intercepts:

Laverton Gold Project

Geochemical Soil Sampling

Air-core drilling

Area 1

Area 2

Area 3

GG Anomaly

Photo-geological mapping and target generation

About Laverton Gold Project

Kiwirrkurra Copper-Gold Project

Photo-geological mapping and target generation

Acquisition, re-processing, and interpretation of historical geophysics data

About Kiwirrkurra Copper-Gold Project

COVID-19 impact

Corporate Activities

Meetings of Directors

Shares

Options

Performance Rights

Financial Position

Significant changes in the state of affairs

REMUNERATION REPORT (AUDITED)

Key Management Personnel

Directors

a) Principles used to determine the nature and amount of remuneration

REMUNERATION REPORT (AUDITED) (continued)

Executive remuneration

Fixed remuneration

REMUNERATION REPORT (AUDITED) (continued)

Performance-based remuneration

Equity-based remuneration

Termination payments

RINCON RESOURCES LIMITED Annual Report 2021