RINCON RESOURCES LIMITED - Capital/Financing Update 2020

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RINCON RESOURCES LIMITED ACN 628 003 538

PROSPECTUS

For an offer of up to 25,000,000 Shares at an issue price of $0.20 per Share to raise up to $5,000,000 (Offer).

Oversubscriptions of up to a further 5,000,000 Shares at an issue price of $0.20 per Share to raise up to a further $1,000,000 may be accepted.

The Offer is conditional upon satisfaction of the Conditions, which are detailed further in Section 4.5. No Shares will be issued pursuant to this Prospectus until those Conditions are met.

Joint Lead Managers:

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PAC Partners Securities Pty Ltd (ACN 623 653 912) A Corporate Authorised Representative (CAR 001261290) of PAC Asset Management Pty Ltd (ACN 134 783 583) (AFSL 335 374)

Ironside Capital Pty Ltd (ACN 168 562 918) A Corporate Authorised Representative (CAR 000456470) of Proficient Capital Pty Ltd (ACN 607 954 763) (AFSL 489 781)

IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus you have been questions about the Shares being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay.

The Shares offered by this Prospectus should be considered as highly speculative.

Legal Adviser

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I M P O R T A N T N O TI C E S

This Prospectus is dated 3 November 2020 and was lodged with the ASIC on that date. The ASIC, the ASX and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered as highly speculative.

Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications for Shares under this Prospectus will not be accepted by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

No offering where offering would be illegal

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary.

No action has been taken to register or qualify the Shares or the offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia.

Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.rinconresources.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on +61 8 6555 2950 during office hours or by emailing the Company at [email protected].

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Company Website

No document or other information available on the Company’s website is incorporated into this Prospectus by reference.

No cooling-off rights

Cooling-off rights do not apply to an investment in Shares issued under the Prospectus. This means that, in most circumstances, you cannot withdraw your application once it has been accepted.

No Investment Advice

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your

financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Shares under this Prospectus to determine whether it meets your objectives, financial situation and needs.

Risks

You should read this document in its entirety and, if in any doubt, consult your professional advisers before deciding whether to apply for Shares. There are risks associated with an investment in the Company. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares. Refer to Section D of the Investment Overview as well as Section 7 for details relating to some of the key risk factors that should be considered by prospective investors. There may be risk factors in addition to these that should be considered in light of your personal circumstances.

Forward-looking statements

This Prospectus contains forwardlooking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and the Company’s management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forwardlooking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forwardlooking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective

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financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward-looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7.

Financial Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company

are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

Competent Persons statement

The information in the Investment Overview Section of the Prospectus, included at Section 3, the Company and Projects Overview, included at Section 5, and the Independent Technical Assessment Report, included at Annexure A of the Prospectus, which relate to exploration targets, exploration results and is based on information compiled by Mr Jason Froud BSc (Hons), Grad Dip (Fin Mkts), MAIG) and was reviewed by Christine Standing BSc (Hons), MSc, MAusIMM, MAIG , who are both fulltime employees of Optiro Pty Ltd.

Mr Froud and Ms Standing have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code ). Mr Froud, Ms Standing and Optiro Pty Ltd consent to the inclusion of the information in these Sections of the Prospectus in the form and context in which it appears.

Continuous disclosure obligations

Following admission of the Company to the Official List, the Company will be a “disclosing entity” (as defined in

section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Shares.

Price sensitive information will be publicly released through ASX before it is disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

Clearing House Electronic SubRegister System (CHESS) and Issuer Sponsorship

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company.

Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

Definitions and Time

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 12.

All references to time in this Prospectus are references to Australian Western Standard Time.

Privacy statement

If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your Shares in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offer or how to apply for Shares under the Offer please call the Company Secretary on +61 8 6555 2950.

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CORPORATE DIRECTORY

Directors

Geoffrey McNamara Executive Chair

Zeffron Reeves Non-Executive Director

Blair Sergeant Non-Executive Director

Author of the Investigating Accountant’s Report

RSM Corporate Australia Pty Ltd Level 32 Exchange Tower 2 The Esplanade PERTH WA 6000

Auditor*

Edward Mason Non-Executive Director

Company Secretary

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

Zane Lewis

ASX Code

RCR

Registered Office

SmallCap Corporate Pty Ltd Suite 1 295 Rokeby Road SUBIACO WA 6008 Telephone: + 61 8 6555 2950

Email: [email protected] Website: www.rinconresources.com.au

Legal advisers and authors of the Solicitor’s Report on Tenements

Steinepreis Paganin Level 4 The Read Buildings 16 Milligan Street PERTH WA 6000

Author of the Independent Technical Assessment Report

Optiro Pty Ltd Level 1 16 Ord Street WEST PERTH WA 6005

Joint Lead Managers

PAC Partners Securities Pty Ltd Level 10 330 Collins Street MELBOURNE VIC 3000

Ironside Capital Pty Ltd Domain House, Level 12, 139 Macquarie Street Sydney NSW 2000 Share Registry*

Automic Pty Ltd Level 2 267 St Georges Terrace PERTH WA 6000

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

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

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1.	CHAIRMAN’S LETTER ..................................................................................................... 5
2.	KEY OFFER INFORMATION............................................................................................ 6
3.	INVESTMENT OVERVIEW ............................................................................................... 7
4.	DETAILS OF THE OFFER ................................................................................................ 17
5.	COMPANY AND PROJECTS OVERVIEW ..................................................................... 22
6.	FINANCIAL INFORMATION......................................................................................... 34
7.	RISK FACTORS ............................................................................................................ 47
8.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ..................................... 55
9.	MATERIAL CONTRACTS .............................................................................................. 64
10.	ADDITIONAL INFORMATION ...................................................................................... 67
11.	DIRECTORS’ AUTHORISATION .................................................................................... 73
12.	GLOSSARY .................................................................................................................. 74
ANNEXURE A – INDEPENDENT TECHNICAL ASSESSMENT REPORT ........................................... 76
ANNEXURE B – SOLICITOR’S REPORT ON TENEMENTS .............................................................152
ANNEXURE C – INVESTIGATING ACCOUNTANT’S REPORT .....................................................183

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1. CHAIRMAN’S LETTER

Dear Investor

On behalf of the directors of Rincon Resources Limited ( Company ), it gives me great pleasure to invite you to become a shareholder of the Company.

Rincon Resources is an Australian unlisted public company, focused on gold and base metals projects in Western Australia. Rincon holds the rights to three projects, the South Telfer Project, the Laverton and Kiwirrkurra Projects all of which are prospective for gold and/or base metals.

The Company is seeking to raise the necessary funds, through the issue of this Prospectus, to further explore and develop these assets as well as seek out further complementary exploration, acquisition and development opportunities.

Rincon has been preparing for field activities at its South Telfer project by acquiring regional magnetics data previously undertaken by Newcrest Mining Ltd (ASX:NWC) in the late 1990's. Rincon is aiming to commence ultrafine soil sampling over selected targets and a detailed structural mapping program over the outcropping Hasties mineralisation. A drilling Program of Works has been approved and the final step required to allow drilling to commence is Heritage clearances over areas of proposed ground disturbing works.

Rincon has completed the acquisition, processing and interpretation of a highresolution magnetics dataset over the Laverton project area and has also recently completed a trial geochemical survey. Rincon is planning to undertake a broader geochemical program and define air core drill targets for a drill program.

Target generation is planned for the Kiwirrkurra project, commencing with an initial historical geophysical data review.

This Prospectus is seeking to raise a minimum of $5,000,000 and a maximum of $6,000,000 via the issue of Shares at an issue price of $0.20 per Share under the Offer. The purpose of the Offer is to provide funds to implement the Company’s business strategies (explained in Section 5).

The Board has significant expertise and experience in the mining industry and will aim to ensure that funds raised through the Offer will be utilised in a cost-effective manner to advance the Company’s business.

This Prospectus is issued for the purpose of supporting an application to list the Company on ASX. This Prospectus contains detailed information about the Company, its business and the Offer, as well as the risks of investing in the Company, and I encourage you to read it carefully. The Shares offered by this Prospectus should be considered highly speculative.

I look forward to you joining us as a Shareholder and sharing in what we believe are exciting and prospective times ahead for the Company. Before you make your investment decision, I urge you to read this Prospectus in its entirety and seek professional advice if required.

Yours sincerely

Geoffrey McNamara Executive Chair

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2. KEY OFFER INFORMATION

INDICATIVE TIMETABLE[1]

Lodgement of Prospectus with the ASIC 3 November 2020 Exposure Period begins 3 November 2020 Opening Date 10 November 2020 Closing Date 24 November 2020 Issue of Offer Shares and dispatch of holding 30 November 2020 statements Expected date for quotation on ASX 10 December 2020

The above dates are indicative only and may change without notice. Unless otherwise indicated, all time given are WST. The Exposure Period may be extended by the ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act. The Company reserves the right to extend the Closing Date or close the Offer early without prior notice. The Company also reserves the right not to proceed with the Offer at any time before the issue of Shares to applicants.
If the Offer is cancelled or withdrawn before completion of the Offer, then all application monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their applications as soon as possible after the Offers open.

KEY STATISTICS OF THE OFFER

	Minimum Subscription ($5,000,000)1	Maximum Subscription ($6,000,000)2
Offer Price per Share	$0.20	$0.20
Shares currently on issue3	13,599,611	13,599,611
Conversion of Convertible Loans4	2,857,143	2,857,143
Shares to be issued on exercise of all Options5	3,650,000	3,650,000
Joint Lead Manager Shares6	1,879,448	2,087,782
Shares to be issued under the Offer	25,000,000	30,000,000
Gross Proceeds of the Offer	$5,000,000	$6,000,000
Shares on issue Post-Listing7	46,986,202	52,194,536
Market Capitalisation Post-Listing8	$9,397,240	$10,438,907

Notes:

Assuming the Minimum Subscription of $5,000,000 is achieved under the Offer.
Assuming the Maximum Subscription of $6,000,000 is achieved under the Offer.
On a post-Consolidation basis.
Refer to Section 9.1.2 for further details of the Convertible Loan Agreements.
The Company has entered into an agreement with each holder of Options, pursuant to which each Optionholder agrees to exercise all of their Options prior to the Company’s admission to the Official List.
Pursuant to the terms of the JLM Mandate (summarised at Section 9.1.1) the Joint Lead Managers (or their respective nominees) will subscribe for between 1,879,448 and 2,087,782 Shares at $0.0001 per Share, representing 4% of the post-money share capital of the Company (on a fully diluted basis) between Minimum Subscription and Maximum Subscription (respectively).
Certain Shares on issue post-listing will be subject to ASX-imposed escrow. Refer to Section 5.9 for a disclaimer with respect to the likely escrow position.
Assuming a Share price of $0.20, however the Company notes that the Shares may trade above or below this price.

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3. INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

Item	Summary	Further information
A. Company
Who is the issuer of this Prospectus?	Rincon Resources Limited (ACN 628 003 538) (CompanyorRincon).	Section 5.1
Who is the Company?	The Company is an Australian unlisted public company, incorporated on 7 August 2018. Since incorporation, the Company has focused on identifying and acquiring prospective mineral exploration grounds.	Section 5.1
What is the Company’s interest in the Projects?	The Company holds interests in the following projects: (a) the South Telfer Project; (b) the Laverton Project; and (c) the Kiwirrkurra Project, (together, theProjects). The Company notes that it holds a 100% interest in each of the South Telfer Project and the Kiwirrkurra Project; and, subject to the completion of the Stage 2 Earn-in requirements set out in Section 9.2, the Company will hold a 100% interest in the Laverton Project.	Sections 5.1, 5.2.1, 5.2.2, 5.2.3, 9.2 and AnnexureA
B. Business Model
What is the Company’s business model?	Following completion of the Offer, the Company’s proposed business model will be to further explore and develop the Projects as per the Company’s intended exploration programs. The Company proposes to fund its exploration activities over the first two years following listing as outlined in the table at Section 5.5. A detailed explanation of the Company’s business model is provided at Section 5.3 and a summary of the Company’s proposed exploration programs is set out at Section 5.4.	Sections 5.3 and 5.5
What are the key business objectives of the Company?	The Company’s main objectives on completion of the Offer and ASX listing are: (a) focus on mineral exploration and other resource opportunities that have the potential to deliver growth for Shareholders; (b) continue to pursue other acquisitions that have a strategic fit for the Company; (c) systematically explore the Company’s Projects; and (d) provide working capital for the Company.	Section 5.3

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What are the key dependencies of the Company’s business model?	The key dependencies of the Company’s business model include: (a) completing the acquisition of the Laverton Project; (b) maintaining title to the Projects; (c) retaining and recruiting key personnel skilled in the mining and resources sector; and (d) the market price of gold and copper remaining higher than the Company’s costs of any future production (assuming successful exploration by the Company).	Sections 5.3 and 7.2
C. Key Risks
Exploration and Operating	The mineral exploration licences and prospecting licences comprising the Projects are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that future exploration of these licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited. The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns or adverse weather conditions, unanticipated operational and technical difficulties, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant, equipment and staff, native title process, changing government regulations and many other factors beyond the control of the Company. The success of the Company will also depend upon the Company being able to maintain title to the mineral exploration licences and prospecting licences comprising the Projects and obtaining all required approvals for their contemplated activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the Company and possible relinquishment of one or more of the mineral exploration licences or prospecting licences comprising the Projects.	Section 7
Tenure and access	Renewal Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenements is subject to compliance with the applicable mining legislation and regulations and the discretion of the relevant mining authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the	Section 7

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		tenements. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenements for reasons beyond the control of the Company could be significant. Access A number of the Tenements overlap certain third- party interests that may limit the Company’s ability to conduct exploration and mining activities including Crown Reserves, pastoral leases, historical leases and native title areas. In relation to native title, the Company notes it: (a) is aware that native title has been determined for the South Telfer and Kiwirrkurra Projects and is claimed over the Laverton Project area; (b) has negotiated and entered into land access agreements in relation to the South Telfer Project; (c) has not yet entered into land access agreements for the Laverton or Kiwirrkurra Projects; and (d) is actively engaged with all local community groups to negotiate and enter into all requisite agreements to access and conduct mining activities on its Laverton and Kiwirrkurra Projects. Please refer to the Solicitor’s Report on Tenements in Annexure B for further details.
Additional requirements for capital		The Company’s capital requirements depend on numerous factors. The Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.	Section 7
Other risks		For additional specific risks please refer to Section 7.2. For other risks with respect to the industry in which the Company operates and general investment risks, many of which are largely beyond the control of the Company and its Directors, please refer to Sections 7.3 and 7.4.	Sections 7.2, 7.3 and 7.4
D. Directors and Key Management Personnel
Who are the Directors	On listing, the Board will comprise: (a) Geoffrey McNamara – Executive Chair; (b) Zeffron Reeves – Non-executive Director;		Section 8.1

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What experience do the Directors have?

(d) Edward Mason – Non-executive Director. The profiles of each of the Directors are set out in Section 8.1.

The Company may look to recruit a suitably qualified Managing Director, Chief Executive Officer or Chief Operating Officer to lead the Company post-listing. No decision has been made on this at this stage, and Mr McNamara will lead the Company as Executive Chair until such time as a decision has been made to proceed and a suitable candidate has been identified.

Geoffrey McNamara –Executive Chair

Mr McNamara is a geologist with over 25 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. Mr McNamara is currently a nonexecutive director of Tesoro Resources Ltd (ASX:TSO). 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).

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Section 8.1

Zeffron Reeves – Non-Executive Director

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 is currently Managing Director of Tesoro Resources Ltd (ASX:TSO) and was most recently Managing Director of Metallum Ltd (ASX:MNE), both of which have had a number of development and operational projects in Chile. He has also held senior management positions with Cleveland Mining Ltd (ASX:CDG) and Ashburton Minerals Ltd (ASX:ATN), developing projects in Brazil. Mr Reeves has a Bachelor of Applied Geology (Honours) a Masters of Business Administration from Curtin University and is a member of the Australia Institute of Geoscientists.

Blair Sergeant – Non-Executive Director

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.

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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, a member of the Australian Institute of Company Directors and the Governance Institute of Australia and an Associate of Certified Practising Accountants Australia.

Edward Mason – Non-Executive Director

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).


	Remun-	Remun-		Proposed	Section 8.3
	eration	eration		remun-
	for the	for the		eration for
Director	year ended	year ended		year ended
	30 June	30 June		30 June
	2019	2020		2021
Directors
Geoffrey
McNamara	$26,875	$30,000		$170,000
1
Zeffron Reeves1	$26,875	$30,000		$40,000
Blair Sergeant2	-	-		$36,250
Edward Mason3	-	-		$30,000
Shannon Coates1 4	$26,875	$30,000		$10,000
Notes:
1. Appointed on 7 August 2018.
2. Appointed on 18 August 2020.
3. Appointed on 1 November 2020.
4. Resigned on 1 November 2020.
Post-completion of the Offer			–	Minimum
Subscription
Director	Shares1		Percentage (%)1
Geoffrey McNamara	2,901,820			6.18
Zeffron Reeves 1,381,526				2.94
Blair Sergeant 562,797				1.20
Edward Mason -				-

What are the significant interests of Directors in the Company?

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Notes:

Assuming that all existing Options are exercised following receipt of conditional listing approval, per the undertakings of all Optionholders.

Post-completion of the Offer – Maximum Subscription

Director	Shares1	Percentage (%)1
Geoffrey McNamara	2,901,820	5.56
Zeffron Reeves	1,381,526	2.65
Blair Sergeant	562,797	1.08
Edward Mason	-	-

Notes:

Assuming that all existing Options are exercised following receipt of conditional listing approval, per the undertakings of all Option holders.

	Notes: 1. Assuming that all existing Options are exercised following receipt of conditional listing approval, per the undertakings of all Optionholders. Post-completion of the Offer – Maximum Subscription	Notes: 1. Assuming that all existing Options are exercised following receipt of conditional listing approval, per the undertakings of all Optionholders. Post-completion of the Offer – Maximum Subscription	Notes: 1. Assuming that all existing Options are exercised following receipt of conditional listing approval, per the undertakings of all Optionholders. Post-completion of the Offer – Maximum Subscription
	Director Geoffrey McNamara Zeffron Reeves Blair Sergeant Edward Mason	Shares1	Percentage (%)1
		2,901,820	5.56
		1,381,526	2.65
		562,797	1.08
		-	-
	Notes: 1. Assuming that all existing Options are exercised following receipt of conditional listing approval, per the undertakings of all Option holders.
What are the significant interests of advisors to the Company?	As at the date of this Prospectus, Ironside currently holds Options which will convert into 608,334 Shares in the Company on exercise (which will occur prior to listing). Refer also to ‘Who are the joint lead managers to the Offer?’ for further information regarding the fees that the Joint Lead Managers will receive in connection with the Offer.			Section 8.3
What related party agreements are the Company party to?	Refer to Section 9.			Section 9.3
E. Financial Information
How has the Company been performing?	The audited historical financial information of the Company (including its subsidiaries) as at 30 June 2020 is set out in Section 6.			Section 6
What is the financial outlook for the Company?	Given the current status of the Company’s Projects and the speculative nature of its business, the Directors do not consider it appropriate to forecast future earnings. Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection on a reasonable basis.			Section 6 and Annexure C
F. Offer
What is the Offer?	The Offer is an offer of up to 25,000,000 Shares at an issue price of $0.20 per Share to raise up to $5,000,000 (before costs). Oversubscriptions of up to a further 5,000,000 Shares at an issue price of $0.20 per Share to raise up to a further $1,000,000 (before costs) may be accepted.			Section 4.1
Is there a minimum subscription under the Offer?	The minimum amount to be raised under the Offer is $5,000,000.			Section 4.2

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What are the purposes of the Offer?	The purposes of the Offer are to facilitate an application by the Company for admission to the Official List and, to position the Company to seek to achieve the objectives stated at Section B of this Investment Overview	Sections 4.6 and 5.3
Is the Offer underwritten?	No, the Offer is not underwritten.
Who are the joint lead managers to the Offer?	The Company has appointed PAC Partners and Ironside (Joint Lead Managers) as joint lead managers to the Offer. The Company has agreed to pay the following fees to the Joint Lead Managers: Corporate Advisory Fees • $8,000 (plus GST) per month up until the Company’s successful listing on the ASX; and • $6,000 (plus GST) per month for a period of 12 months from the successful listing of the Company on the ASX, to be split equally between the Joint Lead Managers and payable in Shares or cash at the election of the Joint Lead Managers. Management and Selling Fees • a 1% management fee on the gross proceeds raised under the Offer, to be split equally between the Joint Lead Managers; and • a 5% selling fee on the gross proceeds raised under the Offer, reflecting each Joint Lead Manager’s respective contributions. The Joint Lead Managers will determine the amount of, and be responsible for paying (at their own cost), any fees to be paid to any other participating brokers. The Joint Lead Managers received the same selling and management fees for the Convertible Loan raising. Shares The Joint Lead Managers will be issued between 1,879,448 and 2,087,782 Shares (depending on how much is raised under the Offer), being equal to 4% of the Company’s issued Shares (on a fully diluted basis). 60% of these Shares will be issued to PAC Partners (or its nominees), with the remaining 40% to be issued to Ironside (or its nominees). Outside of the JLM Mandate, as at the date of this Prospectus, Ironside currently holds Options which will convert into 608,334 Shares in the Company on exercise (which will occur prior to listing). Reimbursement The Company will reimburse the Joint Lead Managers for any reasonable disbursements and out of pocket expenses, to be agreed in advance for expenses exceeding $2,000.	Section 9.1.1
Who is eligible to participate in the Offer?	This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in Jurisdictions outside Australia may be restricted by law and persons who come into possession of this	Section 4.11

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	Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
How do I apply for Shares under the Offer?	Applications for Shares under the Offer must be made by completing the Application Form attached to this Prospectus in accordance with the instructions set out in the Application Form.	See Section 4.7
What is the allocation policy?	The Company retains an absolute discretion to allocate Shares under the Offer and will be influenced by the factors set out in Section 4.8. There is no assurance that any applicant will be allocated any Shares, or the number of Shares for which it has applied.	Section 4.8
What will the Company’s capital structure look like on completion of the Offer?	The Company’s capital structure on a post-Offer basis is set out in Section 5.7.	Section 5.7
What are the terms of the Shares offered under the Offer?	A summary of the material rights and liabilities attaching to the Shares offered under the Offer are set out in Section 10.2.	Section 10.2
Will any Shares be subject to escrow?	None of the Shares issued under the Offer will be subject to escrow. However, subject to the Company complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offer, it is anticipated that: (a) some or all of the Shares issued to the founders of the Company (including Geoffrey McNamara and Zeffron Reeves) and other promoters will be escrowed for a period of 24 months from the listing date; (b) some of the Shares issued to various unrelated seed capitalists will be escrowed for a period of 12 months from the date of issue; (c) the Shares to be issued to the Joint Lead Managers pursuant to the JLM Mandate will be escrowed for a period of 24 months from the listing date; and (d) a portion of the Shares to be issued on conversion of the Convertible Loans will be escrowed for 12 months from the date the Convertible Loans were advanced to the Company or for a period of 24 months from the listing date. During the period in which restricted Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. The Company will announce to ASX full details (quantity and duration) of the Shares required to be held in escrow prior to the Shares commencing trading on ASX. The Company’s ‘free float’ (being the percentage of Shares not subject to escrow and held by Shareholders that are not related parties of the Company (or their associates) at the time of admission to the Official List) will be	Section 5.9

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	approximately 61.72% at Minimum Subscription, and approximately 65.14% at Maximum Subscription, comprising all shares issued (assuming that no related parties of the Company or their associates participate in the Offer). Other than Shares subject to ASX imposed escrow or held by Directors or promoters.
Who are the current Shareholders of the Company and on what terms were their Shares issued?	The Company’s Share capital is comprised of Shares issued: (a) to the Company’s founders; (b) on conversion of loans and in lieu of various fees; (c) as partial consideration for the acquisition of the Projects; and (d) pursuant to seed capital raisings which the Company has undertaken since its incorporation in order to fund its activities.	Section 5.7
Will the Shares be quoted on ASX?	Application for quotation of all Shares to be issued under the Offer will be made to ASX no later than 7 days after the date of this Prospectus.	Section 4.9
What are the key dates of the Offer?	The key dates of the Offer are set out in the indicative timetable in the Key Offer Information Section.	Key Offer Information
What is the minimum investment size under the Offer?	Applications under the Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares).	Section 4.7
Are there any conditions to the Offer?	No, other than raising the Minimum Subscription and ASX approval for quotation of the Shares, the Offer is unconditional.	Section 4.5
H. Use of funds
How will the proceeds of the Offer be used?	The Offer proceeds and the Company’s existing cash reserves will be used for: (a) implementing the Company’s business objectives and exploration programs as set out in Part B of Investment Overview; (b) expenses of the Offer; (c) paying the final completion payment for the Laverton Acquisition (as set out in Section 9.2); (d) administration costs; and (e) working capital, further details of which are set out in Section 5.5.	Sections 5.3, 5.4 and 5.5
Will the Company be adequately funded after completion of the Offer?	The Directors are satisfied that on completion of the Offer, the Company will have sufficient working capital to carry out its objectives as stated in this Prospectus.	Section 5.5
I. Additional information
Is there any brokerage, commission or duty payable by applicants?	No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Offer. However, the Company will pay to the Joint Lead Managers those fees set out in Section 9.1.1.	Section 9.1.1

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Can the Offer be withdrawn?	The Company reserves the right not to proceed with the Offer at any time before the issue or transfer of Shares to successful applicants. If the Offer does not proceed, application monies will be refunded (without interest).	Section 4.14
What are the tax implications of investing in Shares?	Holders of Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Shares subscribed for under this Prospectus. The tax consequences of any investment in Shares will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.	Section 4.13
What is the Company’s Dividend Policy?	The Company anticipates that significant expenditure will be incurred in the evaluation and development of the Company’s Projects. These activities, together with the possible acquisition of interests in other projects, are expected to dominate at least, the first two-year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period. Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.	Section 5.11
What are the corporate governance principles and policies of the Company?	To the extent applicable, in light of the Company’s size and nature, the Company has adopted_The Corporate Governance Principles_ _and Recommendations (4th Edition)_as published by ASX Corporate Governance Council (Recommendations). The Company’s main corporate governance policies and practices and the Company’s compliance are outlined in Section 8.5. In addition, the Company’s full Corporate Governance Plan is available from the Company’s website (www.rinconresources.com.au).	Section 8.5
Where can I find more information?	(a) By speaking to your sharebroker, solicitor, accountant or other independent professional adviser; (b) By contacting the Company Secretary, on +61 8 6555 2950; or (c) By contacting the Share Registry on 1300 288 664 (within Australia) or +61 2 9698 5415 (outside Australia) from 9:00am to 5:00pm (AWST), Monday to Friday (excluding public holidays).

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4. DETAILS OF THE OFFER

4.1 The Offer

The Offer is an initial public offering of 30,000,000 Shares at an issue price of $0.20 per Share to raise up to $6,000,000 ( Maximum Subscription ).

The Shares issued under the Offer will be fully paid and will rank equally with all other existing Shares currently on issue. A summary of the material rights and liabilities attaching to the Shares is set out in Section 10.2.

4.2 Minimum subscription

The minimum subscription for the Offer is $5,000,000 (25,000,000 Shares) ( Minimum Subscription ).

If the Minimum Subscription has not been raised within four (4) months after the date of this Prospectus or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

4.3 Oversubscriptions

Oversubscriptions of up to a further 5,000,000 Shares at an issue price of $0.20 per Share to raise up to a further $1,000,000 may be accepted.

4.4 Joint Lead Managers

The Company has appointed PAC Partners Securities Pty Ltd (ACN 623 653 912), a corporate authorised representative (CAR 001 261 290) of PAC Asset Management Pty Ltd (ACN 134 783 583) (AFSL 335 374) ( PAC Partners ) and Ironside Capital Pty Ltd (ACN 168 562 918), a corporate authorised representative (CAR 000 456 470) of Proficient Capital Pty Ltd (ACN 607 954 763) (AFSL 489 781) ( Ironside ) (together, Joint Lead Managers ) as joint lead managers to the Offer.

The terms of the JLM Mandate, including the fees that the Joint Lead Managers will receive for their services, are set out at Section 9.1.1.

4.5 Conditions of the Offer

The Offer is conditional upon the following events occurring:

(a) the Minimum Subscription to the Offer being reached; and
(b) ASX granting conditional approval for the Company to be admitted to the Official List,

(together the Conditions ).

If these Conditions are not satisfied then the Offer will not proceed and the Company will repay all application monies received under the Offer within the time prescribed under the Corporations Act, without interest.

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4.6 Purpose of the Offer

The primary purposes of the Offer are to:

(a) assist the Company to meet the admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules;
(b) provide the Company with additional funding for:
(i) the proposed exploration programs at the Projects (as further detailed in Section 5.4):
(ii) considering acquisition opportunities that may be presented to the Board from time to time; and
(iii) the Company’s working capital requirements while it is implementing the above; and
(c) remove the need for an additional disclosure document to be issued upon the sale of any Shares that are to be issued under the Offer.

The Company intends on applying the funds raised under the Offer together with its existing cash reserves in the manner detailed in Section 5.5.

4.7 Applications

Applications for Shares under the Offer must be made by using the relevant Application Form attached to or forming part of this Prospectus.

If you are applying through your broker, you should complete and lodge your Application Form and application monies with the broker from whom you received your firm allocation of Shares (and not to the Share Registry).

Applications for Shares under the Offer must be for a minimum of $2,000 worth of Shares (10,000) Shares and thereafter in multiples of 2,500 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share. The Company and the Joint Lead Managers reserve the right to aggregate any applications which they believe are multiple applications from the same person, or to reject or scale back any applications.

A completed Application Form is an offer by the applicant to the Company to apply for the amount of Shares specified in the Application Form on the terms and conditions set out in this Prospectus (including any supplementary or replacement document) and the Application Form. To the extent permitted by law, an Application by an applicant is irrevocable.

The Company reserves the right to decline any Application and all Applications in whole or in part, without giving any reason. Applicants under the Offer whose Applications are not accepted, or who are allocated a lesser number of Shares than the amount applied for, will receive a refund of all or part of their application monies, as applicable. Interest will not be paid on any monies refunded. Acceptance of an Application will give rise to a binding contract.

Completed Application Forms and accompanying cheques, made payable to “Rincon Resources Limited” and crossed “Not Negotiable”, must be mailed or delivered to the address set out on the Application Form by no later than the Closing Date. The Company and the Joint Lead Managers may elect to extend the Offer or any part of it, or to accept late applications in particular cases or

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generally. The Offer, or any part of it, may be closed at an earlier date or time without notice, or your broker may impose an earlier closing date. Applicants are therefore encouraged to submit their Application Forms as soon as possible. Please contact your broker for instructions.

For online Applications, Applicants can apply online with payment made electronically via Bpay®. Investors applying online will be directed to use an online Application Form at https://investor.automic.com.au/#/ipo/rinconresources and make payment by Bpay®. Applicants will be given a Bpay® biller code and a customer reference number (CRN) unique to the online Application once the online Application Form has been completed.

Bpay® payments must be made from an Australian dollar account of an Australian institution.

You should be aware that your financial institution may implement earlier cut off times with regard to electronic payment and you should take this into consideration when making payment. None of the Company, the Joint Lead Managers or the Share Registry takes any responsibility for any failure to receive applications monies or payment before the Offer closes arising as a result of, among other things, delays in processing of payments by financial institutions.

For more information, Applicants should refer to the Offer Website www.rinconresources.com.au or contact the Share Registry on 1300 288 664 (within Australia) or +61 2 9698 5415 (outside Australia) from 9:00 am to 5:00 pm (AWST), Monday to Friday (excluding public holidays).

If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, or how to construe, amend or complete it, will be final.

The Company reserves the right to close the Offer early.

4.8 Allocation policy under the Offer

The Company retains an absolute discretion to allocate Shares under the Offer and reserves the right, in its absolute discretion, to allot to an applicant a lesser number of Shares than the number for which the applicant applies or to reject an Application Form. If the number of Shares allotted is fewer than the number applied for, surplus application money will be refunded without interest as soon as practicable.

No applicant under the Offer has any assurance of being allocated all or any Shares applied for. The allocation of Shares by Directors (in conjunction with the Joint Lead Managers) will be influenced by the following factors:

(a) the number of Shares applied for;
(b) the overall level of demand for the Offer;
(c) the desire for a spread of investors, including institutional investors; and
(d) the desire for an informed and active market for trading Shares following completion of the Offer.

The Company will not be liable to any person not allocated Shares or not allocated the full amount applied for.

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4.9 ASX listing

Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. However, applicants should be aware that ASX will not commence Official Quotation of any Shares until the Company has complied with Chapters 1 and 2 of the ASX Listing Rules and has received the approval of ASX to be admitted to the Official List. As such, the Shares may not be able to be traded for some time after the close of the Offer.

If the Shares are not admitted to Official Quotation by ASX before the expiration of three months after the date of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Securities now offered for subscription.

4.10 Issue

Subject to the Minimum Subscription to the Offer being reached, the Conditions set out in Section 4.5 being met and ASX granting conditional approval for the Company to be admitted to the Official List, issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each applicant waives the right to claim interest.

The Directors (in conjunction with the Joint Lead Managers) will determine the recipients of the issued Shares in their sole discretion in accordance with the allocation policy detailed in Section 4.8). The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the applicant as soon as practicable after the Closing Date.

Holding statements for Shares issued to the issuer sponsored subregister and confirmation of issue for Clearing House Electronic Subregister System ( CHESS ) holders will be mailed to applicants being issued Shares pursuant to the Offer as soon as practicable after their issue.

4.11 Applicants outside Australia

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

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction

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outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

4.12 Commissions payable

The Company reserves the right to pay a commission of up to 6% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensee in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

The Joint Lead Managers will be responsible for paying all commissions that they and the Company agree with any other licensed securities dealers or Australian financial services licensees out of the fees paid by the Company to the Joint Lead Managers under the JLM Mandate.

4.13 Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor.

It is not possible to provide a comprehensive summary of the possible taxation positions of all potential applicants. As such, all potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus or the reliance of any applicant on any part of the summary contained in this Section.

No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Offer.

4.14 Withdrawal of Offer

The Offer may be withdrawn at any time. In this event, the Company will return all application monies (without interest) in accordance with applicable laws.

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5. COMPANY AND PROJECTS OVERVIEW

5.1 Background

The Company is an Australian unlisted public company incorporated on 7 August 2018. Since its incorporation in 2018, the Company has focused on raising seed capital, entering into agreements to acquire the South Telfer, Kiwirrkurra and Laverton Projects (together, Projects ), and defining and undertaking the initial exploration programmes for the Projects.

==> picture [259 x 355] intentionally omitted <==

Figure 1 Location of Rincon’s Projects

5.2 The Projects

5.2.1 South Telfer Project

(a) Summary

The Company has acquired a 100% interest in the South Telfer Project, an area comprising 523.7km[2] that is located approximately 1,300 km northnortheast of Perth, Western Australia and between 10 and 25 km south and southeast of the Telfer gold mine owned by Newcrest Mining Ltd (ASX:NWC) ( Newcrest ). Rincon holds six exploration licences and two prospecting licences which comprise the South Telfer Project.

The Company entered into an agreement to acquire the South Telfer Project from Mr John Williams and Criterion Resources Ltd in December 2018. Neither of Mr Williams or Criterion is or has been a related party or promoter of the Company, and neither of them has any ongoing involvement with the Company. The Company completed the

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acquisition in February 2019 and paid total consideration of $306,684 in cash.

(b)

Geology and Mineralisation

The South Telfer project lies within the Paterson Province where Proterozoic metasedimentary rocks sporadically outcrop through younger cover sequences. The rocks of the Paterson Province unconformably overlie the Pilbara Craton (Archaean) as well as Bangemall Basin sediments in the east. The Paterson Province has been divided into two main Groups; the Yeneena Supergroup and the Rudall Complex.

(c) Previous Exploration

Despite the long exploration history, drilling within the South Telfer project tenements is limited. Rincon has identified several prospective regional trends within the project area utilising the historical drilling, geochemistry and geophysical data sets. The South Telfer project area contains more than 50 km of prospective stratigraphy that hosts the Telfer gold mine.

Historical drilling by Newcrest in the 1990s and 2000s intersected significant gold and copper mineralisation within Rincon’s Dolphy West and Hasties tenements. Rincon’s Hasties tenement, located to the southwest of the Telfer gold mine, is considered to host favourable structural domains within the Telfer mine stratigraphy. Within Rincon’s Dolphy West tenements, wide spaced Aircore Drilling (AC) has defined a 5 km long gold anomaly, interpreted as the Westin Mineralisation Trend, part of the regional Telfer Mineralisation Trend.

In 2016, Newcrest reported an updated Mineral Resource on the Telfer Satellite deposits (Backdoor West, Big Tree and Dolphy) immediately to the northeast and outside of Rincon’s tenure at Dolphy West. Gold and copper mineralisation at the Telfer Satellite deposits consists of structurally controlled quartz stockworks, associated weathered sulphides, which are hosted in a folded and deformed sedimentary rock package, which outcrops in some areas. The total Mineral Resource for the Telfer Satellite deposits comprises 4.9 Mt at 1.3 g/t gold (Newcrest, 2016). The Telfer Mineralisation Trend continues along strike to the Dolphy West and Westin prospects within the Rincon tenure.

The mineralised target zone is under 20 to 100 m of sand and sedimentary cover. The Westin Mineralisation Trend is open for a further 25 km to the southeast with limited to no exploration and is moderately explored at best.

(d) Exploration Potential

The project has been subject to several phases of exploration with copper and gold mineralisation identified in multiple targets from surface by drilling. Rincon has compiled historical drilling and surface assay data, acquired high resolution aeromagnetic and developed new exploration models for detecting copper and gold mineralisation on the project tenements.

As set out in the Independent Technical Assessment Report set out in Annexure A to this Prospectus, the South Telfer project area is considered to have merit for further exploration. The proximity to the existing Telfer

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mine and the available high-quality geophysical data sets and significant open file geology and geochemistry data, provide the opportunity for a detailed data compilation and exploration target generation and ranking. Reprocessing of the geophysical data and detailed structural interpretation has commenced and will aid more focussed exploration targeting on each of the tenement groupings.

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Figure 2 – South Telfer Project with neighbouring tenure

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Figure 3 – South Telfer Project Licenses and Drill Collars

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5.2.2 Laverton

(a) Summary

The Company currently holds a 51% interest in the Laverton Project, with the option to acquire an additional 49% interest (bringing the Company’s total interest in the Laverton Project to 100%) upon a final payment of $25,000, which is anticipated to occur on successful completion of the Offer. Refer to Section 9.2 for a summary of the key terms and conditions of the Laverton Acquisition Agreement.

The Laverton Project is comprised of two exploration licenses, which Rincon has the right to fully acquire, covering a total area of approximately 48km[2] and is located 720 km east-northeast of Perth and centred about 10 km southwest of the town of Laverton.

(b) Geology and Mineralisation

Gold mineralisation in the Laverton district is often associated with and hosted by Banded Iron Formation ( BIF ) in favourable structural settings. The Laverton gold project covers approximately 11 km of strike of the underexplored BIF, covering the southern strike extensions of the historical Gladiator gold deposits. Historical gold occurrences, Sunshine, Corio and Sunny Hill, are located within the tenements area.

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– Figure 4 total magnetic intensity showing BIF units hosting the Gladiator deposits trending south into the Laverton project

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(c) Previous Exploration

The target BIF has been relatively unexplored due to the presence of thin alluvial cover (generally <5 m) and recent magnetic data interpretation has highlighted a number of prospective targets, where the BIF interacts with favourable northwest trending structures, which are associated with gold mineralisation elsewhere in the Mt Margaret-Murrin greenstone belt.

Recent soil sampling by Rincon in 2019 in the northern portion of the project outlined the GG gold-arsenic anomaly associated with the Sunshine-Corio Shear Zone which requires further follow-up work.

(d) Exploration Potential

Prospective shear zones with known potential for gold mineralisation as evidenced by historical workings and previous drilling remain to be fully tested. The southern extension of the mineralised BIF-sequence named the Gladiator trend remains a valid drill target together with the SunshineCorio Shear zone in the western part of the project. Recent geochemical sampling by Rincon identified the GG anomaly which is interpreted to be associated with the Sunshine-Corio shear zone and requires further work.

5.2.3 Kiwirrkura

(a) Summary

The Company has acquired a 100% interest the Kiwirrkurra Project, which is comprised of one exploration licence covering a total area of approximately 126km[2] . The Kiwirrkurra Project is located approximately 1,600 km northeast of Perth and is situated at the boundary of the Aileron and Warumpi provinces, proximal to the Northern Territory border.

The Kiwirrkurra project area is considered prospective for orogenic gold and Iron Oxide Copper Gold ( IOCG ) type gold and base metals.

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Figure 5 – location and licence area of the Kiwirrkurra project

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The Company entered into an agreement to acquire the Kiwirrkurra Project from Mr John Williams in June 2018. Mr Williams is not and has not been related party or promoter of the Company and has no ongoing involvement with the Company. The Company completed the acquisition in February 2019 and paid total consideration of $43,316.

(b) Geology and Mineralisation

The Kiwirrkurra Project is a modestly explored but remote IOCG mineralisation system which outcrops and is mineralised from surface. Historical drilling on the main Pokali prospect is relatively shallow compared to the apparent size of the system, with several drill holes finishing in elevated copper mineralisation (+0.1% copper grades). The drill holes are relatively short exploration holes, some with low to moderate copper mineralisation intersected for almost the full length of the drill holes. The anomalism in soil geochemistry data has an open strike extent of 4 km, and an across strike width of up to 1.25 km, demonstrating the significant size of the mineralised system.

(c) Previous Exploration

Exploration has been relatively sporadic and no exploration appears to have been completed since 2012. Much of the previous exploration within the project area focused on IOCG potential of the Pokali prospect at the western end of the tenement. Only minor anomalism has been identified on the tenement outside of the Pokali prospect.

(d) Exploration Potential

The Pokali copper-gold prospect was the subject of exploration in the early 2000’s outlining broad areas of anomalous copper-gold interpreted to be part of an IOCG system. The Pokali Project is associated with a larger geophysical feature which requires further exploration.

5.3 Business model

Following completion of the Offer, the Company’s proposed business model will be to further explore and develop the targets at the Projects. The Company’s main objectives will be to:

(a) systematically explore and seek to develop the Projects;
(b) focus on mineral exploration or resource opportunities that have the potential to deliver growth for Shareholders;
(c) continue to pursue other acquisitions that have a strategic fit for the Company;
(d) implement a growth strategy to seek out further exploration and acquisition opportunities in Australia; and
(e) provide working capital for the Company.

To achieve these objectives, following Official Quotation, the Company proposes to undertake the exploration programs set out below. These programs are designed to test the economic viability of the Company’s Projects, and results will determine the commercial viability and possible timing for the commencement

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of further work programs, including pre-feasibility studies and commencement of other mining operations on the Projects if warranted.

In order to manage these programs and subject to the results of each stage of work, the Company expects to supplement its existing personnel with additional technical expertise as and when needed with a mixture of both permanent and contractor positions.

The funds from the Offer together with existing cash reserves will allow the Company to further progress its business model.

5.4 Proposed Exploration Program and Development Plan

The Company intends to conduct an exploration program consisting of advancement of existing near surface targets at the Projects, utilising geochemical sampling, geophysical surveying followed by focussed drilling.

The Company’s priority exploration targets are Hastie’s and, Westin at the South Telfer project, the ‘GG’ anomaly at Laverton and the Pokali prospects at Kiwirrkurra.

Regional exploration programmes are intended to initially include geochemical and geophysical surveys over prospective mineralised trends followed by active drilling programs which are intended to provide sufficient drilling data to allow estimation of maiden JORC Resources at priority target areas.

Within the South Telfer Project, several drill-ready shallow targets exist including Hastie’s and Westin. Regional trends interpreted to be comparable to the established Telfer Mine mineralised setting, require first pass regional drill testing over several kilometres of potential strike.

Prospective mineralised trends occur within the Laverton Project and are associated with shear zones in varying geological settings. The Gladiator mineralised trend in BIF is interpreted to extend into the eastern portion of the project, where anomalous historical gold intercepts in shallow drilling remain to be fully tested. Similarly, recent work by the Company along the western side of the project has defined the “GG’ geochemical anomaly associated with regional shearing which requires further exploration.

At Kiwirrkurra, re-processing of existing historical geophysics combined with 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 and geochemical surveys will also be completed to identify new targets within the project area.

Exploration and project development will use modern exploration techniques on the projects to understand and prioritise known and new exploration targets both geological and geophysical. New 3D maps and spatial data modelling techniques will be used to develop and prioritise new regional targets, with the aim of having a number of targets ready for drilling within all three project areas.

Exploration and development work in the first two years is intended to include:

(a) Approximately 13,000m of drilling at Telfer including RC and DD at Hastie’s and regional AC drilling along prospective mineralised trends;
(b) Approximately 20,000m of AC and RC drilling at Laverton;

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(c) Total of 2,500m of RC and DD at Kiwirrkurra;
(d) Ground geophysical surveys including Induced Polarization (IP) and Electro Magnetics (EM) at all three projects, including initial 3D IP surveys at Hastie’s;
(e) Geochemical sampling at all three projects;
(f) Geological mapping at all projects;
(g) Prospectivity modelling and targeting projects; and
(h) Resource studies at Hastie’s and Westin Prospects.

5.5 Use of funds

The Company intends to apply funds raised from the Offer, together with existing cash reserves post-admission, over the first two years following admission of the Company to the Official List of ASX as follows:

Funds available	Minimum Subscription ($5,000,000)	Percentage of Funds	Maximum Subscription ($6,000,000)	Percentage of Funds
Available cash1	$611,329	10.52%	$611,329	8.98%
Funds raised from the Offer	$5,000,000	86.05%	$6,000,000	88.10%
Exercise of Options	$199,200	3.43%	$199,200	2.92%
Total	$5,810,529	100%	$6,810,529	100%
Allocation of funds
South Telfer Exploration2	$3,060,000	52.66%	$3,820,000	56.09%
Laverton Exploration2	$850,000	14.63%	$1,030,000	15.12%
Laverton completion payment3	$25,000	0.43%	$25,000	0.37%
Kiwirrkura Exploration2	$280,000	4.82%	$280,000	4.11%
Expenses of the Offer4	$550,000	9.47%	$610,000	8.96%
Administration costs5	$750,000	12.91%	$750,000	11.01%
Working capital6	$295,529	5.09%	$295,529	4.34%
Total	5,810,529	100%	$6,810,529	100%

Notes:

Comprising $235,329 in cash as at 30 June 2020, plus $400,000 raised through the Convertible Loan seed raising, less $24,000 in capital raising fees paid for the Convertible Loan seed raising. Refer to the Financial Information set out in Section 6 for further details. The Company intends to apply these funds towards the purposes set out in this table, including the payment of the expenses of the Offer of which various amounts will be payable prior to completion of the Offer.
Refer to Section 5.4 and the Independent Technical Assessment Report in Annexure A for further details with respect to the Company’s proposed exploration programs at the Projects.
Refer to Section 9.2 for further details.

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Refer to Section 10.6 for further details.
Administration costs include the general costs associated with the management and operation of the Company’s business including administration expenses, management salaries, directors’ fees, rent and other associated costs.
To the extent that:
(a) the Company’s exploration activities warrant further exploration activities; or
(b) the Company is presented with additional acquisition opportunities,

the Company’s working capital will fund such further exploration and acquisition costs (including due diligence investigations and expert’s fees in relation to such acquisitions). Any amounts not so expended will be applied toward administration costs for the period following the initial 2-year period following the Company’s quotation on ASX.

It is anticipated that the funds raised under the Offer will enable 2 years of full operations (if the Minimum Subscription is raised). It should be noted that the Company may not be fully self-funding through its own operational cash flow at the end of this period. Accordingly, the Company may require additional capital beyond this point, which will likely involve the use of additional debt or equity funding. Future capital needs will also depend on the success or failure of each of the Company’s Projects. The use of further debt or equity funding will be considered by the Board where it is appropriate to fund additional exploration on the Projects or to capitalise on acquisition opportunities in the resources sector.

In the event the Company raises more than the Minimum Subscription of $5,000,000 under the Offer but less than the Maximum Subscription, the additional funds raised will be first applied towards the expenses of the Offer and then proportionally to the other line items in the above table.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

The Directors consider that following completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives. It should however be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors outlined in Section 7.

5.6 Group Structure

A group structure diagram of the Company is set out below:

==> picture [404 x 193] intentionally omitted <==

----- Start of picture text -----

Rincon Resources
Limited
ACN 628 003 538
100% 100% 100%
South Telfer Mining Lyza Mining Holding Tenements
Pty Ltd Pty Ltd Pty Ltd [1]
ACN 629 488 884 ACN 609 869 892 ACN 615 806 696
----- End of picture text -----

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Notes:

Pursuant to the terms of the Laverton Acquisition Agreement (as summarised in Section 9.2), the Company will acquire 100% of the issued capital of Holding Tenements Pty Ltd on payment of the final settlement amount under that Agreement (expected to occur shortly after the receipt of conditional approval from ASX for Official Quotation).

5.7 Capital structure

The capital structure of the Company following completion of the Offer (assuming both Minimum Subscription and Maximum Subscription under the Offer) is summarised below:

Shares[1 ]

	Minimum Subscription	Maximum Subscription
Shares currently on issue2	13,599,611	13,599,611
Conversion of Convertible Loans3	2,857,143	2,857,143
Exercise of existing options4	3,650,000	3,650,000
Shares to be issued pursuant to the Offer5	25,000,000	30,000,000
Joint Lead Manager Shares6	1,879,448	2,087,782
Total Shares on completion of the Offer	46,986,202	52,194,536

Notes:

The rights attaching to the Shares are summarised in Section 10.2.
As at the date of this Prospectus, the Company’s Share capital is comprised of Shares issued to the Company’s founders, Shares issued on conversion of loans and in lieu of various fees, Shares issued as partial consideration for the acquisition of the Projects, and Shares issued pursuant to seed capital raisings which the Company has undertaken since its incorporation.
Refer to Section 9.1.2 for further details of the Convertible Loan Agreements.
Each Optionholder has undertaken to exercise all of their Options following receipt of conditional listing approval from ASX.
Between 25,000,000 and 30,000,000 Shares to be issued at an issue price of 0.20 per share to raise a minimum of $5,000,000 and up to a maximum of $6,000,000 under the Offer (before costs).
Refer to Section 9.1.1 for further details of the JLM Mandate.

5.8 Substantial Shareholders

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer are set out in the respective tables below.

As at the date of the Prospectus[1 ]

Shareholder	Shares	Options	Percentage (%)
Gunsynd PLC	3,747,657	-	27.56%
Tanamera Resources Pte Ltd2	2,901,820	-	21.34%
Zeffron Reeves	1,381,526	-	10.16%

Notes:

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On a post-Consolidation basis.
An entity registered in Singapore and controlled by Geoffrey McNamara (a Director).

On completion of the issue of Shares under the Offer with Minimum Subscription (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer)

Shareholder	Shares	Percentage (%)1
Gunsynd PLC	4,461,943	9.50
Geoffrey McNamara	2,901,820	6.18

Notes:

Assuming conversion of the Convertible Loans and that all existing Options are exercised following receipt of conditional listing approval, per the undertakings of all Optionholders.

On completion of the issue of Shares under the Offer with Maximum Subscription (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer)

Shareholder	Shares	Percentage (%)1
Gunsynd PLC	4,461,943	8.55
Geoffrey McNamara	2,901,820	5.56

Notes:

Assuming conversion of the Convertible Loans and that all existing Options are exercised following receipt of conditional listing approval, per the undertakings of all Optionholders.

The Company will announce to the ASX details of its top-20 Shareholders following completion of the Offer prior to the Shares commencing trading on ASX.

5.9 Restricted Securities

Subject to the Company being admitted to the Official List and completing the Offer, certain Shares will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

While the ASX has not yet confirmed the final escrow position applicable to the Company’s Shareholders, the Company anticipates that the following Shares will be subject to escrow:

(a) some or all of the Shares issued to the founders of the Company (including Geoffrey McNamara and Zeffron Reeves) and other promoters will be escrowed for a period of 24 months from the listing date;
(b) some of the Shares issued to various unrelated seed capitalists will be escrowed for a period of 12 months from the date of issue;
(c) the Shares to be issued to the Joint Lead Managers pursuant to the JLM Mandate will be escrowed for a period of 24 months from the listing date; and

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(d) a portion of the Shares to be issued on conversion of the Convertible Loans will be escrowed for 12 months from the date the Convertible Loans were advanced to the Company or for a period of 24 months from the listing date.

The number of Shares that are subject to ASX imposed escrow are at ASX’s discretion in accordance with the ASX Listing Rules and underlying policy. The above is a good faith estimate of the Shares that are expected to be subject to ASX imposed escrow.

The Company will announce to the ASX full details (quantity and duration) of the Shares required to be held in escrow prior to the Shares commencing trading on ASX (which admission is subject to ASX’s discretion and approval).

The Company’s ‘free float’ (being the percentage of Shares not subject to escrow and held by Shareholders that are not related parties of the Company (or their associates) at the time of admission to the Official List) will be approximately 61.72% at Minimum Subscription, and approximately 65.14% at Maximum Subscription, comprising all shares issued (assuming that no related parties of the Company or their associates participate in the Offer) other than Shares subject to ASX imposed escrow or held by Directors or promoters.

5.10 Additional Information

Prospective investors are referred to and encouraged to read in its entirety both the:

(a) the Independent Technical Assessment Report in Annexure A for further details about the geology, location and mineral potential of the Company’s Projects; and
(b) the Solicitor’s Report on Tenements in Annexure B for further details in respect to the Company’s interests in the Tenements.

5.11 Dividend policy

The Company anticipates that significant expenditure will be incurred in the evaluation and development of the Company’s Projects. These activities, together with the possible acquisition of interests in other projects, are expected to dominate at least, the first two-year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and the operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

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6. FINANCIAL INFORMATION

6.1 Introduction

This Section 6 contains the following financial information in relation to the Company:

(a) historical consolidated statement of profit or loss for the 11 month period ended 30 June 2019 and the year ended 30 June 2020;
(b) historical consolidated statement of cash flows for the 11 month period ended 30 June 2019 and the year ended 30 June 2020; and
(c) historical consolidated statement of financial position as at 30 June 2020,

(together, the Historical Financial Information ); and

(d) pro forma consolidated statement of financial position as at 30 June 2020 and the associated details of the pro forma adjustments (the Pro Forma Statement of Financial Position ),

(collectively referred to as the Financial Information ).

The Financial Information should be read together with the other information contained in this Prospectus, including:

(a) the risk factors described in Section 7;
(b) the description of the use of the proceeds of the Offer described in Section 5.5; and
(c) the Investigating Accountant’s Report, set out in Annexure C.

Please note that past performance is not an indication of future performance.

6.2 Basis of preparation and presentation of the Financial Information

The Historical Financial Information has been extracted from the Company’s consolidated financial statements for the period from the date of incorporation to 30 June 2019 and for the year ended 30 June 2020, which were audited by RSM Australia Partners in accordance with Australian Auditing Standards. The audited financial statements of the Company for the period ended 30 June 2019 and the year ended 30 June 2020 are available free of charge by request to the Company on +61 8 6555 2950.

RSM Australia Partners issued unmodified audit opinions on the financial statements for the period ended 30 June 2019 and the year ended 30 June 2020. As the Company required additional funding to continue its planned activities, the audit reports included an emphasis of matter in relation to material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern, however the audit opinions were not modified in this regard. The Directors are of the view that, following receipt of the proceeds of the Offer, the Company will have sufficient funding to pursue its planned activities and continue as a going concern.

The Pro Forma Statement of Financial Position has been derived from the historical statement of financial position and includes pro forma adjustments for certain subsequent events and transactions associated with the Offer (as detailed in

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Section 6.6 below), as if those events and transactions had occurred as at 30 June 2020.

The Financial Information has been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards and the significant accounting policies set out in Section 6.7 below.

The Financial Information is presented in an abbreviated form insofar as it does not include all the disclosures and notes required in an annual financial report prepared in accordance with Australian Accounting Standards and other mandatory reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

The Directors are responsible for the preparation and inclusion of the Financial Information in the Prospectus. RSM Corporate Australia Pty Ltd has prepared an Independent Limited Assurance Report in respect of the Financial Information ( Investigating Accountant’s Report ). A copy of this report, which includes an explanation of the scope and limitations of the Investigating Accountant’s work, is attached to this Prospectus as Annexure C.

6.3 Historical Statement of Profit or Loss

The table below sets out the Company’s consolidated statement of profit or loss for the period from 7 August 2018 to 30 June 2019 and for the year ended 30 June 2020.

	7-Aug-18 to 30-Jun-19 Audited	Year Ended 30-Jun-20 Audited
	$	$
Interest income Other revenue Gain on disposal of liability Administration expenses Consultancy expenses Corporate and compliance expenses Exploration expenses Employee related expenses Interest and finance Profit/(loss) before income tax for the period Income tax expense Profit/(loss) after tax for the period Total comprehensive profit/(loss) for the period	-	1
	-	100,000
	-	100,000

	(26,160)	(926)
	(130,258)	(27,355)
	(25,290)	(61,239)
	(2,160)	(900)
	(80,625)	(90,000)
	(11,285)	(7,040)
	(275,778)	12,541

	-	-
	(275,778)	12,541

	(275,778)	12,541

Notes:

Other revenue of $100,000 in the year ended 30 June 2020 comprised exclusivity fees paid to the Company by a third party in connection with a transaction that did not proceed.
The gain on disposal of liability of $100,000 in the year ended 30 June 2020 comprised the reversal of a provision for an introduction fee which was made in the prior financial period (and included within consultancy expenses).

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6.4 Historical Statement of Cash Flows

The table below sets out the Company's consolidated statement of cash flows for the period from 7 August 2018 to 30 June 2019 and for the year ended 30 June 2020.

30 June 2020.
	7-Aug-18 to 30-Jun-19 Audited	Year Ended 30-Jun-20 Audited
Cash flows from operating activities Interest income Other revenue Payments to suppliers and employees Net cash flows from/(used in) operating activities Cash flows from investing activities Acquisition of exploration and evaluation assets Payments for exploration and evaluation Net cash flows used in investing activities Cash flows from financing activities Proceeds from issue of shares Share buy-back Proceeds from borrowings Repayment of borrowings Capital raising costs Net cash from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period	$ - - (44,161) (44,161) (110,000) (48,379) (158,379) - - 202,794 - - 202,794 254 - 254	$ 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

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6.5 Historical and Pro Forma Statement of Financial Position

The table below sets out the historical consolidated statement of financial position as at 30 June 2020, extracted without adjustment from the Company’s audited financial statements, and the Pro Forma Statement of Financial Position assuming both the Minimum and Maximum Subscription under the Offer.

The Pro Forma Statement of Financial Position is provided for illustrative purposes only and is not represented as being necessarily indicative of the Company’s view of its future financial position.

Note Assets Current assets	Audited 30-Jun-20 $		Minimum Minimum Maximum Maximum
		Subsequent events Unaudited 30-Jun-20 $	Pro forma adjustments Pro forma Pro forma adjustments Pro forma Unaudited Unaudited Unaudited Unaudited 30-Jun-20 30-Jun-20 30-Jun-20 30-Jun-20 $ $ $ $

Cash and cash equivalents 6.8(a) Other receivables Other	235,329 3,119 9,623	376,000 - -	4,649,200 5,260,529 5,589,200 6,200,529 - 3,119 - 3,119 - 9,623 - 9,623
Total current assets	248,071	376,000	4,649,200 5,273,271 5,589,200 6,213,271
Non-current assets
Exploration and evaluation	571,746	-	- 571,746 - 571,746
Total non-current assets Total assets	571,746 819,817	- 376,000	- 571,746 - 571,746 4,649,200 5,845,017 5,589,200 6,785,017
Liabilities
Current liabilities Trade and other payables 6.8(b) Borrowings 6.8(c)	226,765 80,766	(30,570) 319,234	- 196,195 - 196,195 (400,000) - (400,000) -
Total current liabilities	307,531	288,664	(400,000) 196,195 (400,000) 196,195
Total liabilities Net assets	307,531 512,286	288,664 87,336	(400,000) 196,195 (400,000) 196,195 5,049,200 5,648,822 5,989,200 6,588,822
Equity Issued capital 6.8(d) Reserves 6.8(e) Accumulated losses 6.8(f) Total equity

	775,523	111,336	5,518,724 6,405,583 6,453,625 7,340,484
	-	311,710	(311,710) - (311,710) -
	(263,237)	(335,710)	(157,814) (756,761) (152,715) (751,662)
	512,286	87,336	5,049,200 5,648,822 5,989,200 6,588,822

6.6 Description of pro forma adjustments

The Pro Forma Statement of Financial Position has been derived from the audited historical statement of financial position as at 30 June 2020, after reflecting the Directors’ pro forma adjustments for the following subsequent events and other transactions which are proposed to occur immediately before or following completion of the Offer, as if they had occurred at 30 June 2020.

The following pro forma adjustments have been made in relation to events subsequent to 30 June 2020:

(a) on 9 July 2020 the Company settled director fees of $15,000 due to Shannon Coates and $15,570 of fees due to Ironside Capital Pty Ltd through the issue of 1,841,566 Shares at an issue price of $0.0166 per Share (409,237 Shares at $0.0747 on a post-Consolidation basis);
(b) on 13 July 2020 the Company settled shareholder and related party borrowings totalling $80,766 through the issue of 4,865,421 Shares at an issue price of $0.0166 per Share (1,081,205 Shares at $0.0747 on a postConsolidation basis);
(c) on 23 July 2020 the Company issued to nominees of Ironside 12,000,000 Options to subscribe for Shares at an exercise price of $0.0166 per Share

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(on a pre-Consolidation basis) with an expiry date of 23 July 2023, for proceeds of $0.0001 per Option;

(d) on 22 October 2020 the Company entered into agreements with the Optionholders to vary the terms of the option agreements to:

(i) consolidate the Options on a 1:3.288 basis, resulting in a total of 3,650,000 Options being on issue with an exercise price of $0.05457 per Share (on a post-consolidation basis); and
(ii) require the Optionholders to exercise the Options in conjunction with the IPO;
(e) between 22 and 30 October 2020, the Company borrowed $400,000 from various parties under Convertible Loan Agreements, with the loan amounts automatically converting to Shares on the Company receiving conditional approval from the ASX for its admission to the Official List, at a conversion price of $0.14 per Share (on a post-Consolidation basis); and
(f) the Company incurred cash costs of $24,000 in relation to the Convertible Loan Agreements.

The following pro forma transactions are yet to occur, but are proposed to occur immediately before or following completion of the Offer:

(g) the consolidation of the Company’s issued share capital on a 2:9 basis;
(h) the issue of between 25,000,000 and 30,000,000 Shares at $0.20 per Share to raise between $5,000,000 (Minimum Subscription) and $6,000,000 (Maximum Subscription) before costs, pursuant to the Offer;
(i) the payment of cash costs related to the Offer of between $550,000 (Minimum Subscription) and $610,000 (Maximum Subscription);
(j) the conversion of Convertible Loans of $400,000 into 2,857,143 Shares at a conversion price of $0.14 per Share;
(k) the exercise of options by existing Optionholders to acquire 3,650,000 Shares at an exercise price of $0.05457 per Share; and
(l) the issue of between 1,879,448 Shares (Minimum Subscription) and 2,087,782 Shares (Maximum Subscription) to the Joint Lead Managers.

6.7 Summary of significant accounting policies

(a) Basis of preparation

The Financial Information is presented for the consolidated entity comprising the Company and its wholly owned subsidiaries, South Telfer Mining Pty Ltd and Lyza Mining Pty Ltd, and has been prepared in accordance with the recognition and measurement requirements of 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 Financial Information has been prepared under the historical cost convention, except for, where applicable, the revaluation of available-

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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. All amounts are presented in Australian dollars.

The preparation of the Financial Information requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Information, are disclosed in note 6.7(q).

(b) Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Rincon as at 30 June 2020 and the results of all subsidiaries for the period then ended. Rincon and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

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.

(c) Income tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

(i) When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or

(ii) When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that

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the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

(d) Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal co cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

(e) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the consolidated statement of financial position.

(f) Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

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The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

(g)

Trade and other payables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial period and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

(h) Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

(i) Exploration and evaluation expenditure

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the period in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

(j) Issued capital

Ordinary shares are classified as equity.

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Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(k) Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received. They are subsequently measured at amortised cost using the effective interest method.

(l) Finance costs

Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.

(m) Goods and Services Tax (GST) and similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the consolidated statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

(n) 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.

(o) Share-based payments

Equity-settled share-based compensation benefits are provided to employees and external consultants. Equity-settled transactions are awards of shares, or options over shares, that are provided to employees and external consultants in exchange for the rendering of services. The cost of equity-settled transactions is measured at fair value on grant date.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

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Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the consolidated entity or employee or external consultants, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee or external consultants and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

(p) Other financial assets

Other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided.

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.

(q) Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial period are discussed below.

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Exploration and evaluation costs have been capitalised on the basis that the activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised.

6.8 Additional notes to the Financial Information

(a) Cash and cash equivalents

Cash and cash equivalents
	Minimum Maximum
	Audited Pro forma Unaudited Pro forma Unaudited
Note Cash and cash equivalents Rincon cash and cash equivalents as at 30 June 2020 Subsequent events are summarised as follows: Issue of Convertible Notes 6.6(e) Convertible Notes raising costs 6.6(f) Adjustments arising in the preparation of the pro forma statement of financial position are summarised as follows: Proceeds from the Offer pursuant to the Prospectus 6.6(h) Capital raising costs 6.6(i) Exercise of Options (Exercise Price) 6.6(k) Pro forma cash and cash equivalents	30-Jun-20 30-Jun-20 30-Jun-20 $ $ $ 235,329 5,260,529 6,200,529
		235,329 235,329 400,000 400,000 (24,000) (24,000)
		376,000 376,000 5,000,000 6,000,000 (550,000) (610,000) 199,200 199,200
		4,649,200 5,589,200
		5,260,529 6,200,529

(b) Trade and other payables

Trade and other payables
	Minimum Maximum
	Audited Pro forma Unaudited Pro forma Unaudited
Note Trade and other payables Rincon trade and other payables as at 30 June 2020 Subsequent events are summarised as follows: Settlement of Fees 6.6(a) Adjustments arising in the preparation of the pro forma statement of financial position are summarised as follows: Nil Pro forma trade and other payables	30-Jun-20 30-Jun-20 30-Jun-20 $ $ $ 226,765 196,195 196,195
		226,765 226,765 (30,570) (30,570)
		(30,570) (30,570) - -
		- -
		196,195 196,195

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(c) Borrowings

Borrowings
	Minimum Maximum
	Audited Pro forma Unaudited Pro forma Unaudited
Note Borrowings Rincon borrowings as at 30 June 2020 Subsequent events are summarised as follows: Settlement of Loans 6.6(b) Issue of Convertible Notes 6.6(e) Adjustments arising in the preparation of the pro forma statement of financial position are summarised as follows: Conversion of Convertible Notes 6.6(j) Pro forma borrowings	30-Jun-20 30-Jun-20 30-Jun-20 $ $ $ 80,766 - -
		80,766 80,766 (80,766) (80,766) 400,000 400,000
		319,234 319,234 (400,000) (400,000)
		(400,000) (400,000)
		- -

(d)

Issued capital

Issued capital
Note	Minimum Maximum
Issued share capital as at 30 June 2020 Rincon issued capital as at 30 June 2020 Subsequent events are summarised as follows: Settlement of Fees 6.6(a) Settlement of Loans 6.6(b) Adjustments arising in the preparation of the pro forma statement of financial position are summarised as follows: Share Consolidation 6.6(g) Proceeds from the Offer 6.6(h) Cash costs associated with the Offer 6.6(i) Conversion of Convertible Notes 6.6(j) Exercise of Options (Exercise Price) 6.6(k) Exercise of Options (Fair Value) 6.6(k) Issue of Lead Manager Shares 6.6(l) Issue of Lead Manager Shares Cost 6.6(l) Pro forma issued share capital	Pro forma Unaudited Pro forma Unaudited Pro forma Unaudited Pro forma Unaudited 30-Jun-20 30-Jun-20 30-Jun-20 30-Jun-20 No. of Shares $ No. of Shares $ 46,986,202 6,405,583 52,194,536 7,340,484
	54,491,261 775,523 54,491,261 775,523 1,841,566 30,570 1,841,566 30,570 4,865,421 80,766 4,865,421 80,766
	6,706,987 111,336 6,706,987 111,336 (47,598,637) - (47,598,637) - 25,000,000 5,000,000 30,000,000 6,000,000 - (392,186) - (457,285) 2,857,143 400,000 2,857,143 400,000 3,650,000 199,200 3,650,000 199,200 - 311,710 - 311,710 1,879,448 375,890 2,087,782 417,556 - (375,890) - (417,556)
	(14,212,046) 5,518,724 (9,003,712) 6,453,625
	46,986,202 6,405,583 52,194,536 7,340,484

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(e) Reserves

Reserves
	Minimum Maximum
Note	Audited Pro forma Unaudited Pro forma Unaudited
Reserves Rincon reserves as at 30 June 2020 Subsequent events are summarised as follows: Issue of Options 6.6(d) Adjustments arising in the preparation of the pro forma statement of financial position are summarised as follows: Exercise of Options (Fair Value) 6.6(k) Pro forma reserves	30-Jun-20 30-Jun-20 30-Jun-20 $ $ $ - - -
		- - 311,710 311,710
		311,710 311,710 (311,710) (311,710)
		(311,710) (311,710)
		- -

(f) Accumulated losses

Accumulated losses
	Minimum Maximum
Note	Audited Pro forma Unaudited Pro forma Unaudited
Accumulated losses Rincon accumulated losses as at 30 June 2020 Subsequent events are summarised as follows: Convertible Notes raising costs 6.6(f) Issue of Options 6.6(d) Adjustments arising in the preparation of the pro forma statement of financial position are summarised as follows: Listing costs expensed 6.6(i) Pro forma accumulated losses	30-Jun-20 30-Jun-20 30-Jun-20 $ $ $ (263,237) (756,761) (751,662) (263,237) (263,237) (24,000) (24,000) (311,710) (311,710) (335,710) (335,710) (157,814) (152,715) (157,814) (152,715) (756,761) (751,662)
		(263,237) (263,237) (24,000) (24,000) (311,710) (311,710) (335,710) (335,710) (157,814) (152,715) (157,814) (152,715) (756,761) (751,662)

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7. RISK FACTORS

7.1 Introduction

The Shares offered under this Prospectus should be considered as highly speculative and an investment in the Company is not risk free.

The future performance of the Company and the value of the Shares may be influenced by a range of factors, many of which are largely beyond the control of the Company and the Directors. The key risks that have a direct influence on the Company, its Projects and activities are set out in Section 3. Those key risks as well as other risks associated with the Company’s business, the industry in which it operates and general risks applicable to all investments in listed securities and financial markets generally are described below.

The risks factors set out in this Section 7, or other risk factors not specifically referred to, may have a materially adverse impact on the performance of the Company and the value of the Shares. This Section 7 is not intended to provide an exhaustive list of the risk factors to which the Company is exposed.

The Directors strongly recommend that prospective investors consider the risk factors set out in this Section 7, together with all other information contained in this Prospectus.

Before determining whether to invest in the Company you should ensure that you have a sufficient understanding of the risks described in this Section 7 and all of the other information set out in this Prospectus and consider whether an investment in the Company is suitable for you, taking into account your objectives, financial situation and needs.

If you do not understand any matters contained in this Prospectus or have any queries about whether to invest in the Company, you should consult your accountant, financial adviser, stockbroker, lawyer or other professional adviser.

7.2 Company specific risks

Risk Category	Risk
Limited history	Exploration has previously been conducted on the area of land the subject of the Tenements, however, the Company is yet to conduct its own exploration activities. As the primary purpose of the Offer is to fund its exploration of the Projects, the Company will not commence these activities until it has been admitted to the Official List. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its Tenements. Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses.
Exploration and operating	The mineral exploration licences and prospecting licences comprising the Projects are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that future exploration of these licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited. The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns or adverse weather

Risk Category

Risk

Limited history

Exploration has previously been conducted on the area of land the
subject of the Tenements, however, the Company is yet to conduct
its own exploration activities. As the primary purpose of the Offer is to
fund its exploration of the Projects, the Company will not commence
these activities until it has been admitted to the Official List.
No assurances can be given that the Company will achieve
commercial viability through the successful exploration and/or mining
of its Tenements. Until the Company is able to realise value from its
Projects, it is likely to incur ongoing operating losses.

Exploration and
operating

The
mineral
exploration
licences
and
prospecting
licences
comprising the Projects are at various stages of exploration, and
potential investors should understand that mineral exploration and
development are high-risk undertakings.
There can be no assurance that future exploration of these licences,
or any other mineral licences that may be acquired in the future, will
result in the discovery of an economic resource. Even if an apparently
viable resource is identified, there is no guarantee that it can be
economically exploited.
The future exploration activities of the Company may be affected by
a range of factors including geological conditions, limitations on
activities due to seasonal weather patterns or adverse weather

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Risk Category	Risk
	conditions, unanticipated operational and technical difficulties, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant, equipment and staff, native title process, changing government regulations and many other factors beyond the control of the Company. The success of the Company will also depend upon the Company being able to maintain title to the mineral exploration licences and prospecting licences comprising the Projects and obtaining all required approvals for their contemplated activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the Company and possible relinquishment of one or more of the mineral exploration licences or prospecting licences comprising the Projects.
Tenure and access	Renewal Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenements is subject to compliance with the applicable mining legislation and regulations and the discretion of the relevant mining authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenements for reasons beyond the control of the Company could be significant. Access A number of the tenements comprising the Projects overlap certain third-party interests that may limit the Company’s ability to conduct exploration and mining activities including Crown Reserves, pastoral leases, historical leases and native title areas. In relation to native title, the Company notes it: (a) is aware that native title has been determined for the South Telfer and Kiwirrkurra Projects and is claimed over the Laverton Project area; (b) has negotiated and entered into land access agreements in relation to the South Telfer Project; (c) has not yet entered into land access agreements for the Laverton or Kiwirrkurra Projects; and (d) is actively engaged with all local community groups to negotiate and enter into all requisite agreements to access and conduct mining activities on its Laverton and Kiwirrkurra Projects. Please refer to the Solicitor’s Report on Tenements in Annexure B for further details.
Climate risk	There are a number of climate-related factors that may affect the operations and proposed activities of the Company. The climate change risks particularly attributable to the Company include: (a) the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to

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Risk Category	Risk
	local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and (b) climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates. Whilst the Company is able to transfer some of the above risks to third parties through insurance, many of the associated risks are not able to be insured or in the Company’s opinion the cost of transfer is not warranted by the likelihood of occurrence of the risk event.
COVID-19 risk	The outbreak of the coronavirus disease (COVID-19) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company’s operations and are likely to be beyond the control of the Company. The Directors are monitoring the situation closely and have considered the impact of COVID-19 on the Company’s business and financial performance. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain. If any of these impacts appear material prior to close of the Offer, the Company will notify investors under a supplementary prospectus.
Going Concern	As set out in Section 6, the Company (and its subsidiaries) had net cash outflows from investing activities of $112,959 for the financial year ended 30 June 2020 and, as at 30 June 2020, the Company (and its subsidiaries) had net current liabilities of $59,460. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s (and its subsidiaries’) ability to continue as a going concern. The Company (and its subsidiaries) have not generated significant revenues from operations and the Directors have prepared cash flow forecasts which indicate that the Company’s current cash resources will not be sufficient to fund planned exploration expenditure, other principal activities and working capital requirements without the raising of additional capital. However, the Directors are satisfied that, following completion of the Offer, the Company will be able to continue as a going concern while carrying out its planned exploration expenditure, other principal activities and working capital requirements. The Directors are also confident that they are able to manage discretionary spending in order to ensure that cash is available to meet the Company’s (and its subsidiaries’) debts as and when they fall due.

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7.3 Industry specific risks

Risk Category	Risk
Native title and Aboriginal Heritage	In relation to the Projects, there currently is, and may in the future be further areas over which legitimate common law native title rights of Aboriginal Australians exist. As native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected. For example, there is currently a registered but as yet undetermined native title claim over both of the Company’s Laverton Tenements. Further to this, it is possible that an Indigenous Land Use Agreement (ILUA) may be registered against one or more of the tenements in which the Company has an interest. The terms and conditions of any such ILUA may be unfavourable for, or restrictive against, the Company. In addition, two of the Company’s mining tenements licence contain Aboriginal heritage sites of significance which have been registered with the Department of Indigenous Affairs. Approvals are required if these sites will be impacted by exploration or mining activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities. The Directors will closely monitor the potential effect of native title claims or Aboriginal heritage matters involving tenements in which the Company has or may have an interest. Please refer to the Solicitor’s Report on Tenements in Annexure B of this Prospectus for further details.
Exploration costs	The exploration costs of the Company as summarised in Section 5.5 are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainty, and accordingly, the actual costs may materially differ from the estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely impact the Company’s viability.
Resource and reserves and exploration targets	The Company has identified a number of exploration targets based on geological interpretations and limited geophysical data, geochemical sampling and historical drilling. Insufficient data however, exists to provide certainty over the extent of the mineralisation. Whilst the Company intends to undertake additional exploratory work with the aim of defining a resource, no assurances can be given that additional exploration will result in the determination of a resource on any of the exploration targets identified. Even if a resource is identified no assurance can be provided that this can be economically extracted. Reserve and resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter significantly when new information or techniques become available. In addition, by their very nature resource and reserve estimates are imprecise and depend to some extent on interpretations which may prove to be inaccurate.
Grant of future authorisations to explore and mine	If the Company discovers an economically viable mineral deposit that is then intends to develop, it will, among other things, require various approvals, licence and permits before it will be able to mine the deposit. There is no guarantee that the Company will be able to obtain all required approvals, licenses and permits. To the extent that required authorisations are not obtained or are delayed, the Company’s operational and financial performance may be materially adversely affected.

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Risk Category	Risk
Mine development	Possible future development of mining operations at the Projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services. If the Company commences production on one of the Projects, its operations may be disrupted by a variety of risks and hazards which are beyond the control of the Company. No assurance can be given that the Company will achieve commercial viability through the development of the Projects. The risks associated with the development of a mine will be considered in full should the Projects reach that stage and will be managed with ongoing consideration of stakeholder interests.
Environmental	The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations. The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive. Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.
Regulatory Compliance	Regulatory Risks The Company’s operating activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities. While the Company believes that it is in substantial compliance with all material current laws and regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Company or its properties, which could

4881-03/2506092_10

Risk Category	Risk
	have a material adverse impact on the Company’s current operations or planned development projects. Obtaining necessary permits can be a time-consuming process and there is a risk that Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Tenements.

Risk Category

Risk

have a material adverse impact on the Company’s current
operations or planned development projects.
Obtaining necessary permits can be a time-consuming process and
there is a risk that Company will not obtain these permits on
acceptable terms, in a timely manner or at all. The costs and delays
associated with obtaining necessary permits and complying with
these permits and applicable laws and regulations could materially
delay or restrict the Company from proceeding with the
development of a project or the operation or development of a mine.
Any failure to comply with applicable laws and regulations or permits,
even if inadvertent, could result in material fines, penalties or other
liabilities. In extreme cases, failure could result in suspension of the
Company’s activities or forfeiture of one or more of the Tenements.

7.4 General risks

	Risk Category	Risk
	Additional requirements for capital	The Company’s capital requirements depend on numerous factors. The Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.
	Reliance on key personnel	The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment. The Company’s future depends, in part, on its ability to attract and retain key personnel. It may not be able to hire and retain such personnel at compensation levels consistent with its existing compensation and salary structure. Its future also depends on the continued contributions of its executive management team and other key management and technical personnel, the loss of whose services would be difficult to replace. In addition, the inability to continue to attract appropriately qualified personnel could have a material adverse effect on the Company’s business.
	Economic	General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities. If activities cannot be funded, there is a risk that any or all of the Company’s Tenements comprising the Projects may have to be surrendered or not renewed. General economic conditions may also affect the value of the Company and its valuation regardless of its actual performance.
	Currently no market	There is currently no public market for the Company’s Shares, the price of its Shares is subject to uncertainty and there can be no assurance that an active market for the Company’s Shares will develop or continue after the Offer. The price at which the Company’s Shares trade on ASX after listing may be higher or lower than the issue price of Shares offered under this Prospectus and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the

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Risk Category	Risk
	Directors and the Company have no control, such as movements in mineral prices and exchange rates, changes to government policy, legislation or regulation and other events or factors. There can be no guarantee that an active market in the Company’s Shares will develop or that the price of the Shares will increase. There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid.
Market conditions	Share market conditions may affect the value of the Company’s Shares regardless of the Company’s operating performance. Share market conditions are affected by many factors such as: • general economic outlook; • introduction of tax reform or other new legislation; • interest rates and inflation rates; • changes in investor sentiment toward particular market sectors; • the demand for, and supply of, capital; and • terrorism or other hostilities. The market price of Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company. Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of exploration companies experience extreme price and volume fluctuations that have often been unrelated to the operating performance of such companies. These factors may materially affect the market price of the shares regardless of the Company’s performance. Further, after the end of the relevant escrow periods affecting Shares in the Company, a significant sale of then tradeable Shares (or the market perception that such a sale might occur) could have an adverse effect on the Company’s Share price. Please refer to Section 5.9 for further details on the Shares likely to be classified by the ASX as restricted securities.
Commodity price volatility and exchange rate risks	If the Company achieves success leading to mineral production, the revenue it will derive through the sale of product exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.
Government policy changes	Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in Western Australia may change, resulting in impairment of rights and

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Risk Category	Risk
	possibly expropriation of the Company’s properties without adequate compensation.
Insurance	The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance of all risks associated with mineral exploration and production is not always available and where available the costs can be prohibitive.
Force Majeure	The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.
Taxation	The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.
Litigation Risks	The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, reputation, financial performance and financial position. The Company is not currently engaged in any litigation.

7.5 Investment speculative

The risk factors described above, and other risks factors not specifically referred to, may have a materially adverse impact on the performance of the Company and the value of the Shares.

Prospective investors should consider that an investment in the Company is highly speculative.

There is no guarantee that the Shares offered under this Prospectus will provide a return on capital, payment of dividends or increases in the market value of those Shares.

Before deciding whether to subscribe for Shares under this Prospectus you should read this Prospectus in its entirety and consider all factors, taking into account your objectives, financial situation and needs.

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8. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

8.1 Directors and key personnel

The Board of the Company consists of:

(a) Geoffrey McNamara BSc (Applied Geology), AusIMM, FINSIA, AICD

Executive Chair

Mr McNamara is a geologist with over 25 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. Mr McNamara is currently a non-executive director of Tesoro Resources Ltd (ASX:TSO). 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).

The Board considers that Mr McNamara is not an independent Director, because he will have an executive role with the Company on listing and is also a founder of the Company, with a significant shareholding.

(b) Zeffron Reeves BSc (Hons) (Applied Geology), MBA, MAIG

Non-Executive Director

The Board considers that Mr Reeves is not an independent Director because he is a founder of the Company, with a significant shareholding.

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

Non-Executive Director

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-

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Executive Director and/or Company Secretary for numerous listed entities across a broad spectrum of industry.

Mr Sergeant is currently an Executive Director of Bowen Coking Limited (ASX: BCB) and a Non-Executive Director of Ikwezi Limited (ASX: IKW).

The Board considers that Mr Sergeant is an independent Director.

(d) Edward Mason (B.Eng (Mechanical & Computing), GradDip Finance & Investment (Corporate Finance))

Non-Executive Director

8.2 Disclosure in relation to Geoffrey McNamara

Mr Geoffrey McNamara was a director of Alita Resources Limited (ACN 147 393 735) (ASX:A40) ( Alita ), which appointed a voluntary administrator on 29 August 2019. The administrator was appointed because of a sudden crash in the price of lithium as a result of a change to Chinese markets. A Deed of Company Arrangement was executed on 19 December 2019, and Alita was removed from the Official List on 1 October 2020 under ASX Listing Rule 17.12.

Mr McNamara ceased to be a director of Alita on 18 December 2019.

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8.3 Disclosure of interests

Remuneration

Details of the Directors’ remuneration for the previous two completed and the current financial year (on an annualised basis) are set out in the table below:

Director	Remuneration for the year ended 30 June 2019	Remuneration for the year ended 30 June 2020	Proposed remuneration for year ended 30 June 2021
Directors
Geoffrey McNamara1	$26,875	$30,000	$170,000
Zeffron Reeves1	$26,875	$30,000	$40,000
Blair Sergeant2	-	-	$36,250
Edward Mason3	-	-	$30,000
Shannon Coates1 4	$26,875	$30,000	$10,000

Notes:

Appointed on 7 August 2018.
Appointed on 18 August 2020.
Appointed on 1 November 2020.
Resigned on 1 November 2020.

As at the date of this Prospectus

Directors are not required under the Company’s Constitution to hold any Shares to be eligible to act as a director. As at the date of this Prospectus, the Directors have relevant interests in securities as follows:

Director	Shares1	Options	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
Geoffrey McNamara	2,901,820	-	29.17	21.34
Zeffron Reeves	1,381,526	-	13.89	10.16
Blair Sergeant	334,672	228,125	3.36	4.14
Edward Mason	-	-	-	-

Notes:

On a post-Consolidation basis.

Post-completion of the Offer – Minimum Subscription

Director	Shares1	Percentage (%)1
Geoffrey McNamara	2,901,820	6.18
Zeffron Reeves	1,381,526	2.94
Blair Sergeant	562,797	1.20
Edward Mason	-	-

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Notes:

Assuming that all existing Options are exercised following receipt of conditional listing approval, per the undertakings of all Optionholders.

Post-completion of the Offer – Maximum Subscription

Director	Shares1	Percentage (%)1
Geoffrey McNamara	2,901,820	5.56
Zeffron Reeves	1,381,526	2.65
Blair Sergeant	562,797	1.08
Edward Mason	-	-

Notes:

Assuming that all existing Options are exercised following receipt of conditional listing approval, per the undertakings of all Option holders.

The Company’s constitution provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive Directors is $500,000 per annum although may be varied by ordinary resolution of the Shareholders in general meeting.

The remuneration of any executive director that may be appointed to the Board will be fixed by the Board and may be paid by way of fixed salary or consultancy fee.

8.4 Agreements with Directors and related parties

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and
(b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

The agreements between the Company and related parties are summarised in Sections 9.3.

8.5 Corporate governance

(a) ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council ( Recommendations ).

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In light of the Company’s size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below and the Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website http://www.rinconresources.com.au/.

(b) Board of Directors

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(i) maintain and increase Shareholder value;
(ii) ensure a prudential and ethical basis for the Company’s conduct and activities consistent with the Company’s stated values; and
(iii) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(i) leading and setting the strategic direction, values and objectives of the Company;
(ii) appointing the Chairman of the Board, Managing Director or Chief Executive Officer and approving the appointment of senior executives and the Company Secretary;
(iii) overseeing the implementation of the Company’s strategic objectives, values, code of conduct and performance generally;
(iv) approving operating budgets, major capital expenditure and significant acquisitions and divestitures;
(v) overseeing the integrity of the Company’s accounting and corporate reporting systems, including any external audit (satisfying itself financial statements released to the market fairly and accurately reflect the Company’s financial position and performance);
(vi) establishing procedures for verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor, to ensure that each periodic report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions;

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(vii) overseeing the Company’s procedures and processes for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;
(viii) reviewing, ratifying and monitoring the effectiveness of the Company’s risk management framework, corporate governance policies and systems designed to ensure legal compliance; and
(ix) approving the Company’s remuneration framework.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully informed basis.

(c) Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting, subject to the following:

(i) membership of the Board of Directors will be reviewed regularly to ensure the mix of skills and expertise is appropriate; and
(ii) the composition of the Board has been structured so as to provide the Company with an adequate mix of directors with industry knowledge, technical, commercial and financial skills together with integrity and judgment considered necessary to represent Shareholders and fulfil the business objectives and values of the Company as well as to deal with new and emerging business and governance issues.

The Board currently consists of four Directors (three non-executive Directors and one executive Director) of whom Edward Mason and Blair Sergeant are considered independent. The Board considers the current balance of skills and expertise to be appropriate given the Company for its currently planned level of activity.

To assist in evaluating the appropriateness of the Board’s mix of qualifications, experience and expertise, the Board intends to maintain a Board Skills Matrix to ensure that the Board has the skills to discharge its obligations effectively and to add value.

The Board undertakes appropriate checks before appointing a person as a Director or putting forward to Shareholders a candidate for election as a Director or senior executive.

The Board ensures that Shareholders are provided with all material information in the Board’s possession relevant to a decision on whether or not to elect or re-elect a Director.

The Company shall develop and implement a formal induction program for Directors, which is tailored to their existing skills, knowledge and experience. The purpose of this program is to allow new directors to participate fully and actively in Board decision-making at the earliest opportunity, and to enable new directors to gain an understanding of the Company’s policies and procedures.

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The Board maintains oversight and responsibility for the Company’s continual monitoring of its diversity practices. The Company’s Diversity Policy provides a framework for the Company to achieve enhanced recruitment practices whereby the best person for the job is employed, which requires the consideration of a broad and diverse pool of talent.

(d) Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

(e) Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards and to conducting all of the Company’s business activities fairly, honestly with integrity, and in compliance with all applicable laws, rules and regulations. In particular, the Company and the Board are committed to preventing any form of bribery or corruption and to upholding all laws relevant to these issues as set out in in the Company’s Anti-Bribery and Anti-Corruption Policy. In addition, the Company encourages reporting of actual and suspected violations of the Company’s Code of Conduct or other instances of illegal, unethical or improper conduct. The Company and the Board provide effective protection from victimisation or dismissal to those reporting such conduct as set out in its Whistleblower Protection Policy.

(f) Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

(g) Remuneration arrangements

The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decisionmaking process.

In accordance with the Constitution, the total maximum remuneration of non-executive Directors is initially set by the Board and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $500,000 per annum.

In addition, a Director may be paid fees or other amounts for example, and subject to any necessary Shareholder approval, non-cash performance incentives such as Options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

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Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having regard to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors’ time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

(h) Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the managing director). The policy generally provides that, the written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading.

(i)

External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company. From time to time, the Board will review the scope, performance and fees of those external auditors.

(j)

Audit committee

The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to:

(i) monitoring and reviewing any matters of significance affecting financial reporting and compliance;
(ii) verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor;
(iii) monitoring and reviewing the Company’s internal audit and financial control system, risk management systems; and
(iv) management of the Company’s relationships with external auditors.

(k) Diversity policy

The Company is committed to workplace diversity. The Company is committed to inclusion at all levels of the organisation, regardless of gender, marital or family status, sexual orientation, gender identity, age, disabilities, ethnicity, religious beliefs, cultural background, socioeconomic background, perspective and experience.

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The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

(l) Departures from Recommendations

Under the ASX Listing Rules the Company will be required to provide a statement in its annual financial report or on its website disclosing the extent to which it has followed the Recommendations during each reporting period. Where the Company has not followed a Recommendation, it must identify the Recommendation that has not been followed and give reasons for not following it.

The Company’s compliance and departures from the Recommendations will also be announced prior to admission to the Official List of the ASX.

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9. MATERIAL CONTRACTS

Set out below is a brief summary of certain contracts to which the Company is a party and which the Directors have identified as material to the Company or are of such a nature that an investor may wish to have details of particulars of them when making an assessment of whether to apply for Shares.

To fully understand all rights and obligations of a material contract, it would be necessary to review it in full and these summaries should be read in this light.

9.1 Capital raising agreements

9.1.1 Joint Lead Manager Mandate

On 17 September 2020, the Company entered into a mandate letter with PAC Partners and Ironside, pursuant to which PAC Partners and Ironside agreed to act as the Joint Lead Managers to the Offer and to a pre-IPO convertible loan raising (refer to Section 9.1.2). The material terms and conditions of the mandate are summarised below:

Fees	The Company has agreed to pay the following fees to the Joint Lead Managers: Corporate Advisory Fees • $8,000 (plus GST) per month up until the Company’s successful listing on the ASX; and • $6,000 (plus GST) per month for a period of 12 months from the successful listing of the Company on the ASX, to be split equally between the Joint Lead Managers and payable in Shares or cash at the election of the Joint Lead Managers. Management and Selling Fees • a 1% management fee on the gross proceeds raised under the Offer, to be split equally between the Joint Lead Managers; and • a 5% selling fee on the gross proceeds raised under the Offer, reflecting each Joint Lead Manager’s respective contributions. The Joint Lead Managers will determine the amount of, and be responsible for paying (at their own cost), any fees to be paid to any other participating brokers. The Joint Lead Managers received the same selling and management fees for the Convertible Loan raising. Shares The Joint Lead Managers will be issued between 1,879,448 and 2,087,782 Shares (depending on how much is raised under the Offer), being equal to 4% of the Company’s issued Shares (on a fully diluted basis). 60% of these Shares will be issued to PAC Partners (or its nominees), with the remaining 40% to be issued to Ironside (or its nominees). Reimbursement The Company will reimburse the Joint Lead Managers for any reasonable disbursements and out of pocket expenses, to be agreed in advance for expenses exceeding $2,000.
Termination Events	The mandate may be terminated by the Joint Lead Managers or the Company at any time, with or without cause, by 7 days’ written notice to the other party.
Right of First Refusal	The Company has agreed, subject to successful completion of the Offer, to offer the Joint Lead Managers a first right of refusal to be appointed as Joint Lead Managers and bookrunners in undertaking any further equity capital financing on agreed and competitive arms-length market terms and conditions for a period of 12 months following completion of the Offer.

Fees

The Company has agreed to pay the following fees to the Joint Lead
Managers:
Corporate Advisory Fees
•
$8,000 (plus GST) per month up until the Company’s successful listing
on the ASX; and
•
$6,000 (plus GST) per month for a period of 12 months from the
successful listing of the Company on the ASX,
to be split equally between the Joint Lead Managers and payable in
Shares or cash at the election of the Joint Lead Managers.
Management and Selling Fees
•
a 1% management fee on the gross proceeds raised under the
Offer, to be split equally between the Joint Lead Managers; and
•
a 5% selling fee on the gross proceeds raised under the Offer,
reflecting each Joint Lead Manager’s respective contributions.
The Joint Lead Managers will determine the amount of, and be
responsible for paying (at their own cost), any fees to be paid to any
other participating brokers.
The Joint Lead Managers received the same selling and management
fees for the Convertible Loan raising.
Shares
The Joint Lead Managers will be issued between 1,879,448 and 2,087,782
Shares (depending on how much is raised under the Offer), being equal
to 4% of the Company’s issued Shares (on a fully diluted basis). 60% of
these Shares will be issued to PAC Partners (or its nominees), with the
remaining 40% to be issued to Ironside (or its nominees).
Reimbursement
The Company will reimburse the Joint Lead Managers for any reasonable
disbursements and out of pocket expenses, to be agreed in advance for
expenses exceeding $2,000.

Termination
Events

The mandate may be terminated by the Joint Lead Managers or the
Company at any time, with or without cause, by 7 days’ written notice to
the other party.

Right
of
First
Refusal

The Company has agreed, subject to successful completion of the Offer,
to offer the Joint Lead Managers a first right of refusal to be appointed
as Joint Lead Managers and bookrunners in undertaking any further
equity capital financing on agreed and competitive arms-length market
terms and conditions for a period of 12 months following completion of
the Offer.

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The Lead Manager Mandate otherwise contains provisions considered standard for an agreement of its nature (including its scope of services, representations and warranties and confidentiality provisions).

9.1.2 Convertible Loan Agreements

In order to fund its pre-IPO activities (including the preparation of this Prospectus), the Company entered into convertible loan agreements ( Convertible Loan Agreements ) with a number of parties (identified by the Joint Lead Managers) ( Lenders ), the material terms and conditions of which are summarised below:

Loan Amount	The Company has borrowed an aggregate amount of $400,000 under the Convertible Loan Agreements (Convertible Loans).
Conversion	The Convertible Loans will convert into Shares automatically on the Company receiving conditional approval from the ASX for its admission to the Official List (among other conditions, which the Company expects will be satisfied prior to receipt of conditional listing approval from ASX. Subject to satisfaction of those conditions, the Convertible Loans will convert into Shares at a conversion price of $0.14 per Share (Conversion Shares).
Interest and Security	No interest is payable on the Convertible Loans, and the Convertible Loans are unsecured.

Loan Amount

The Company has borrowed an aggregate amount of $400,000 under the
Convertible Loan Agreements (Convertible Loans).

Conversion

The Convertible Loans will convert into Shares automatically on the
Company receiving conditional approval from the ASX for its admission to
the Official List (among other conditions, which the Company expects will
be satisfied prior to receipt of conditional listing approval from ASX.
Subject to satisfaction of those conditions, the Convertible Loans will
convert into Shares at a conversion price of $0.14 per Share (Conversion
Shares).

Interest
and
Security

No interest is payable on the Convertible Loans, and the Convertible Loans
are unsecured.

The Convertible Loan Agreements otherwise contain provisions considered standard for agreement of their nature.

9.2 Laverton Acquisition Agreement

On 14 January 2019 ( Execution Date ), the Company entered into an agreement with Mr Garry Goyne ( Vendor ) and Holding Tenements Pty Ltd (ACN 615 806 696) ( HTPL ) to acquire the Laverton Project. The agreement was varied on 25 June 2019, so that the Company would acquire HTPL, which is the sole legal and beneficial owner of the exploration licences comprising the Laverton Project E38/2908 and E38/3356 ( Laverton Tenements ).

The material terms and conditions of the Laverton Acquisition Agreement are summarised below:

Acquisition	The Company agreed to acquire 100% of HTPL from the Vendor for the consideration outlined below.
Settlement	Settlement of the acquisition is conditional on the Company receiving conditional listing approval from ASX.
Consideration and other payments	Under the acquisition agreement, the Company: (a) paid $10,000 in cash to Mr Goyne on execution of the acquisition agreement as reimbursement for costs incurred by Mr Goyne in developing the project; (b) issued 2,000,000 Shares to Mr Goyne on 26 June 2019 as consideration for the acquisition; and (c) will pay a further $25,000 to Mr Goyne on settlement of the acquisition as reimbursement for costs incurred by Mr Goyne in developing the project.

Acquisition

The Company agreed to acquire 100% of HTPL from the Vendor for the
consideration outlined below.

Settlement

Settlement of the acquisition is conditional on the Company receiving
conditional listing approval from ASX.

Consideration
and
other
payments

Under the acquisition agreement, the Company:
(a)
paid $10,000 in cash to Mr Goyne on execution of the acquisition
agreement as reimbursement for costs incurred by Mr Goyne in
developing the project;
(b)
issued 2,000,000 Shares to Mr Goyne on 26 June 2019 as
consideration for the acquisition; and
(c)
will pay a further $25,000 to Mr Goyne on settlement of the
acquisition as reimbursement for costs incurred by Mr Goyne in
developing the project.

The Convertible Loan Agreements otherwise contain provisions considered standard for agreement of their nature (including representations and warranties).

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9.3 Agreements with Directors

9.3.1 Director appointments

Each of the Directors has entered into an appointment letter with the Company under which the Company has agreed to pay each of them:

(a) directors’ fees of $45,000 per annum (inclusive of superannuation); and
(b) $1,500 per day for duties performed outside of their normal duties as Non Executive Directors (this day rate will not be payable to Mr McNamara while the Tanamera Consultancy Agreement referred to below is in effect).

9.3.2 Tanamera Consultancy Agreement

The Company has entered into a consultancy services agreement with Tanamera Resources Pte Ltd (Mr McNamara’s Singapore consulting company) ( Tanamera ), under which Tanamera will procure that Mr McNamara will provide executive management services to the Company, separately and in addition to his existing role as a Director of the Company pursuant to the appointment letter referred to above.

Commencement Date and Term	The term of the agreement will commence on the date on which the Company is admitted to the Official List following completion of the Offer, and continue until the agreement is validly terminated in accordance with its terms.
Notice Period	The Company must give 1 month’s notice to terminate the agreement, other than for cause. Tanamera must give 1 month’s notice to terminate the agreement.
Fees	The Company will pay Tanamera a consultancy fee of $14,516 (inclusive of GST) per month for these services (inclusive of superannuation and applicable taxes (other than GST), the payment of which shall be the sole responsibility of Tanamera). This payment will be in addition to the directors’ fees payable to Mr McNamara under his separate director appointment referred to above.
Expenses	On provision of all documentary evidence reasonably required by the Board (or its nominee), the Company will reimburse Tanamera for all reasonable travelling intra/interstate or overseas, accommodation and general expenses incurred by Tanamera or Mr McNamara in the performance of duties in connection with the business of the Company.

The consultancy services agreement otherwise contains provisions considered standard for an agreement of its nature.

9.3.3 Deeds of indemnity, insurance and access

The Company has entered into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, the Company will agree to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company will also be required to maintain insurance policies for the benefit of the relevant officer and allow the officers to inspect board papers in certain circumstances.

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10. ADDITIONAL INFORMATION

10.1 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

10.2 Rights attaching to Shares

The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the

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amount paid or credited as paid is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they believe to be justified subject to the requirements of the Corporations Act. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement on such terms and conditions as the Directors think fit, a dividend reinvestment plan which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d)

Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Shareholder liability

As the Shares under the Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of Shares

Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

(g) Variation of rights

Pursuant to section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being

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wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(h) Alteration of Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

10.3 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(d) as an inducement to become, or to qualify as, a Director; or
(e) for services provided in connection with:
(i) the formation or promotion of the Company; or
(ii) the Offer.

10.4 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(d) the formation or promotion of the Company;

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(e) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(f) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(g) the formation or promotion of the Company; or
(h) the Offer.

Optiro Pty Ltd has prepared the Independent Technical Assessment Report which is included in Annexure A. The Company has paid Optiro Pty Ltd a total of $26,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Optiro Pty Ltd has not received fees from the Company for any other services.

RSM Corporate Australia Pty Ltd has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Annexure C. The Company estimates it will pay RSM Corporate Australia Pty Ltd a total of $14,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, RSM Australia Partners has received $14,000 in fees from the Company for audit services.

PAC Partners and Ironside will receive those fees set out in Section 9.1.1 following the successful completion of the Offer for their services as Joint Lead Manager to the Convertible Loans and the Offer. PAC Partners and Ironside will be responsible for paying all capital raising fees that they, in their capacity as Joint Lead Managers to the Offer, and the Company agree with any other financial service licensees. Further details in respect to the JLM Mandate are summarised in Section 9.1.1.

During the 24 months preceding lodgement of this Prospectus with the ASIC:

(a) PAC Partners has not received fees from the Company for its services; and
(b) Ironside has received $42,750 from the Company, comprising:
(i) $27,750 for capital raising services provided to the Company; and
(ii) $15,000 for corporate advisory services.

Steinepreis Paganin has acted as the Australian legal advisers to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $80,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has received $31,008 in fees from the Company for legal services.

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10.5 Consents

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

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;
(b) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section; and
(c) has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Optiro Pty Ltd has given its written consent to being named as Independent Geologist in this Prospectus, the inclusion of the Independent Technical Assessment Report in Annexure A in the form and context in which the report is included.

RSM Corporate Australia Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Annexure C in the form and context in which the information and report is included.

RSM Australia Partners has given its written consent to being named as auditor of the Company in this Prospectus.

Steinepreis Paganin has given its written consent to being named as the Australian legal advisers to the Company in relation to the Offer in this Prospectus.

PAC Partners and Ironside have separately given their written consent to being named as the Joint Lead Managers to the Company in this Prospectus.

Automic Pty Ltd has given its written consent to being named as the share registry to the Company in this Prospectus.

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10.6 Cash Expenses of the Offer

The total cash expenses of the Offer (excluding GST) are estimated to be approximately $550,000 for Minimum Subscription or $610,000 for Maximum Subscription and are expected to be applied towards the items set out in the table below:

Item of Expenditure	Minimum Subscription ($)	Maximum Subscription ($)
ASIC fees	3,206	3,206
ASX fees	73,536	77,326
Joint Lead Manager Fees	300,000	360,000
Legal Fees	80,000	80,000
Independent Geologist’s Fees	26,000	26,000
Investigating Accountant’s Fees	14,000	14,000
Auditor’s Fees	7,500	7,500
Miscellaneous	45,758	41,968
TOTAL	550,000	610,000

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11. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

Geoffrey McNamara Director For and on behalf of Rincon Resources Limited

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12. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

$ means an Australian dollar.

Application Form means the application form attached to or accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the official listing rules of ASX.

Board means the board of Directors as constituted from time to time.

Business Days means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

CHESS means the Clearing House Electronic Subregister System operated by ASX Settlement.

Closing Date means the closing date of the Offer as set out in the indicative timetable in the Key Offer Information Section (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company or Rincon means Rincon Resources Limited (ACN 628 003 538).

Conditions has the meaning set out in Section 4.5.

Consolidation means the consolidation of the Company’s issued Shares on a 2:9 basis, to be implemented prior to completion of the Offer.

Constitution means the constitution of the Company.

Convertible Loan Agreements has the meaning set out in Section 9.1.2.

Convertible Loans has the meaning set out in Section 9.1.1.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act.

Ironside means Ironside Capital Pty Ltd (ACN 168 562 918), a corporate authorised representative (CAR 000 456 470) of Proficient Capital Pty Ltd (ACN 607 954 763) (AFSL 489 781).

JORC Code has the meaning given in the Important Notice Section.

Joint Lead Managers means PAC Partners and Ironside. JLM Mandate means the agreement with the Lead Manager summarised in Section 9.1.1.

Maximum Subscription means the maximum amount to be raised under the Offer, being $6,000,000.

Minimum Subscription means the minimum amount to be raised under the Offer, being $5,000,000.

Offer means the offer of Shares pursuant to this Prospectus as set out in Section 4.1.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

4881-03/2506092_10

PAC Partners means PAC Partners Securities Pty Ltd (ACN 623 653 912), a corporate authorised representative (CAR 001261290) of PAC Asset Management Pty Ltd (ACN 134 783 583) (AFSL 335 374).

Prospectus means this prospectus.

Recommendations has the meaning set out in Section 8.5.

Section means a Section of this Prospectus.

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

Shareholder means a holder of Shares.

Tenements means the mining tenements (including applications) in which the Company has an interest as set out in Section 5 and further described in the Independent Technical Assessment Report at Annexure A and the Solicitor’s Tenement Report at Annexure B or any one of them as the context requires.

WST means Western Standard Time as observed in Perth, Western Australia.

4881-03/2506092_10

ANNEXURE A – INDEPE NDENT TECHNICAL ASSESSME NT RE PORT

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Rincon Resources Limited Independent Technical Assessment Report

J_2593

Principal Author:

Jason Froud, BSc (Hons), Grad Dip (Fin Mkts) , MAIG

Principal Reviewer:

Christine Standing, BSc Hons , MSc , MAusIMM, MAIG

October 2020

Independent Technical Assessment Report

==> picture [77 x 34] intentionally omitted <==

Perth Office

Level 1, 16 Ord Street West Perth WA 6005

PO Box 1646 West Perth WA 6872 Australia

Tel: +61 8 9215 0000 Fax: +61 8 9215 0011

Doc Ref:

20201023 Rincon ITAR.docx

Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com

Number of copies:

Optiro: 1

Rincon Resources Limited: 1

Doc Ref: 20201023 Rincon ITAR.docx Number of copies: Optiro: 1 Rincon Resources Limited: 1	Doc Ref: 20201023 Rincon ITAR.docx Number of copies: Optiro: 1 Rincon Resources Limited: 1	Perth Office Level 1, 16 Ord Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia Tel: +61 8 9215 0000 Fax: +61 8 9215 0011 Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com	Perth Office Level 1, 16 Ord Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia Tel: +61 8 9215 0000 Fax: +61 8 9215 0011 Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com
Principal Authors:	Jason Froud BSc Hons, Grad Dip (Fin Mkts), MAIG	Signature:
		Date:	23 October 2020
Contributors:
Principal Reviewer:	Christine Standing BSc Hons, MSc (Min Econs), MAusIMM, MAIG	Signature:
		Date:	23 October 2020
Important Information: This Report is provided in accordance with the proposal by Optiro Pty Ltd (‘Optiro’) to Rincon Resources Limited and the terms of Optiro’s Consulting Services Agreement (‘the Agreement’). Optiro has consented to the use and publication of this Report by Rincon Resources Limited for the purposes set out in Optiro’s proposal and in accordance with the Agreement. Rincon Resources Limited may reproduce copies of this entire Report only for those purposes but may not and must not allow any other person to publish, copy or reproduce this Report in whole or in part without Optiro’s prior written consent. Optiro has used its reasonable endeavours to verify the accuracy and completeness of information provided to it by Rincon Resources Limited which it has relied in compiling the Report. We have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld. It is not the role of Optiro acting as an independent technical expert to perform any due diligence procedures on behalf of the Company. The Directors of the Rincon Resources Limited are responsible for conducting appropriate due diligence in relation to mineral projects. Optiro provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process. The opinion of Optiro is based on the market, economic and other conditions prevailing at the date of this report. Such conditions can change significantly over short periods of time. The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete. The terms of engagement are such that Optiro has no obligation to update this report for events occurring subsequent to the date of this report.

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Level 1, 16 Ord Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia

T: +61 8 9215 0000 F: + 61 8 9215 0011

23 October 2020

Our Ref: J_2593

The Directors, Rincon Resources Limited Suite 5 62 Ord Street West Perth WA 6005

Dear Sirs

INDEPENDENT TECHNICAL ASSESSMENT REPORT

At the request of Rincon Resources Limited (Rincon or the Company), Optiro has prepared an Independent Technical Assessment Report (Report) on the mineral assets held by Rincon. This Report has been prepared in accordance with the Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code, 2015), the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012) and additionally the Australian Securities and Investment Commission (ASIC) Regulatory Guides 111, 112 and 228.

This Report represents an independent assessment of the geology, exploration data and exploration potential of the various mineral assets held by Rincon. It is our understanding that this Report will be included in a Prospectus to be published by the Company in connection with its proposed admission of the shares in the Company to trading on the ASX. Optiro has been informed by Rincon that the principal purpose of the offering is to raise funds to complete further exploration including geophysical and geochemical surveys, geological mapping and the drilling of existing geophysical anomalies and exploration targets with the aim of defining Mineral Resources.

The mineral assets of Rincon and its 100% owned subsidiaries comprise the South Telfer, Laverton and Kiwirrkurra projects all located in Western Australia. The objectives of this Report are to provide an overview of the geological setting of the mineral assets and the associated mineralisation, outline the recent and historical exploration work undertaken over the project areas and comment on the completed exploration work with regards to project prospectivity.

Rincon has provided to Optiro drilling and sampling data and other information generated by Rincon, its subsidiaries and by previous owners of the mineral assets. Optiro has not completed a site inspection of the properties. The projects are at an early stage of assessment and it was considered that a site visit was unlikely to reveal any information or data that is material to this Report. The author, however, worked at the Telfer gold mine between 2000 and 2007 and has extensive experience and knowledge of the geology of South Telfer area. Furthermore, the author has worked extensively in the Eastern Goldfields and is satisfied that sufficient information was available to give an informed opinion on the various projects.

Based on Optiro’s assessment of Rincon’s mineral assets, it is our opinion that they are of value and contain exploration potential as presented. Optiro has considered the expenditure schedules, studies and exploration programmes outlined by Rincon and considers them to be reasonable and appropriate

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Independent Technical Assessment Report

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to progress the projects. However, all exploration projects are subject to risks from unforeseen future issues and events beyond the control of the company; in this sense, Rincon is no exception.

Consent has been sought from Rincon and its representatives to include technical information and opinions expressed by Rincon. No other entities referred to in this Report have consented to the inclusion of any information or opinions and have only been referred to in the context of reporting any relevant activities.

Optiro has prepared this Report on the understanding that the mineral assets held by Rincon are currently in good legal standing and has not independently verified Rincon’s legal tenure over its tenements. Optiro is not qualified to make statements in this regard and has relied upon information provided by Rincon.

Optiro has endeavoured, by making reasonable enquiry of Rincon, to ensure that all material information in the possession of Rincon has been fully disclosed. However, Optiro has not carried out any type of audit of the records of Rincon to verify that all material documentation has been provided. A final draft version of this Report was provided to the Directors of Rincon, along with a request to confirm that there are no material errors or omissions in the Report and that the technical information and interpretations provided by them and reflected in the Report are factually accurate. Confirmation of these terms has been provided in writing and has been relied upon by Optiro. Optiro has based its findings upon information supplied up until 23 October 2020.

Optiro is an independent consulting and advisory organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. Optiro declares that the author and reviewer of this Report have no material interest in Rincon, their associated entities or in the assets described in this Report. Optiro has charged Rincon a professional fee for services rendered, the quantum of which is unrelated to the outcome or the content of this Report.

Yours sincerely

OPTIRO PTY LTD

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J C Froud BSc(Hons), Grad Dip (Fin Mkts) MAIG Principal

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C Standing BSc Hons, MSc, MAusIMM, MAIG Principal

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1.	EXECUTIVE SUMMARY ................................................................................ 1
1.1.	PURPOSE ............................................................................................................................... 1
1.2.	SOUTH TELFER PROJECT ........................................................................................................ 1
1.3.	LAVERTON PROJECT .............................................................................................................. 1
1.4.	KIWIRRKURRA PROJECT ........................................................................................................ 2
1.5.	EXPLORATION AND DEVELOPMENT POTENTIAL .................................................................... 2
2.	INTRODUCTION AND TERMS OF REFERENCE ............................................... 3
2.1.	TERMS OF REFERENCE........................................................................................................... 3
2.2.	VALIDATION OF TENURE ....................................................................................................... 4
2.3.	LEGISLATION AND PERMITTING ............................................................................................ 5
2.4.	RESPONSIBILITY FOR THE INDEPENDENT TECHNICAL REPORT ............................................... 7
3.	SOUTH TELFER PROJECT .............................................................................. 8
3.1.	INTRODUCTION..................................................................................................................... 8
3.2.	GEOLOGY .............................................................................................................................. 8
3.3.	MINERALISATION ................................................................................................................ 10
3.4.	PREVIOUS EXPLORATION .................................................................................................... 12
3.5.	CURRENT EXPLORATION AND MINERALISATION POTENTIAL .............................................. 15
4.	LAVERTON PROJECT.................................................................................. 16
4.1.	INTRODUCTION................................................................................................................... 16
4.2.	GEOLOGY AND MINERALISATION ....................................................................................... 16
4.2.1.	MINERALISATION ...................................................................................................................... 18
4.3.	EXPLORATION ..................................................................................................................... 20
4.4.	EXPLORATION POTENTIAL .................................................................................................. 23
5.	KIWIRRKURRA PROJECT ............................................................................ 23
5.1.	INTRODUCTION................................................................................................................... 23
5.2.	GEOLOGY AND MINERALISATION ....................................................................................... 23
5.2.1.	REGIONAL GEOLOGY ................................................................................................................ 23
5.2.2.	PROJECT GEOLOGY ................................................................................................................... 24
5.2.3.	MINERALISATION ...................................................................................................................... 25
5.3.	EXPLORATION ..................................................................................................................... 26
5.4.	EXPLORATION POTENTIAL .................................................................................................. 28
6.	WORK PROGRAMME ................................................................................ 29
7.	DECLARATIONS BY OPTIRO ....................................................................... 30
7.1.	INDEPENDENCE ................................................................................................................... 30
7.2.	QUALIFICATIONS ................................................................................................................. 30
8.	REFERENCES ............................................................................................. 31
9.	GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS ............................ 33

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TABLES

Table	2.1	Western Australia exploration tenure (source: Rincon) ............................................................. 5
Table	3.1	Significant drill intercepts ......................................................................................................... 14
Table	4.1	Summary of drilling within the Laverton project area ............................................................. 20
Table	6.1	Proposed work programme budget - A$5 M minimum raise (source: Rincon)........................ 29
Table	6.2	Proposed work programme budget - A$6 M maximum raise (source: Rincon)Error! Bookmark
		not defined.

FIGURES

Figure	2.1	Location of Rincon’s mineral projects (source: Rincon) ............................................................. 3
Figure	3.1	South Telfer project with neighbouring tenure (source: Rincon)............................................... 9
Figure	3.2	South Telfer prospect areas (source: Rincon) .......................................................................... 10
Figure	3.3	Stratigraphy of the Yeneena Supergroup (source: Turner, 1982) ............................................ 11
Figure	3.4	Telfer trend drilling (source: Rincon) ........................................................................................ 11
Figure	3.5	3D schematic of the Telfer stratigraphy demonstrating the strike continuity towards
		the Dolphy West prospect (source: Maxlow 2005) .................................................................. 12
Figure	3.6	Best downhole gold intersections overlain on regional aeromagnetic data and
		outcrop mapping (source: Rincon) ........................................................................................... 14
Figure	3.7	Drilling at Hasties prospect (source: Rincon) ............................................................................ 15
Figure	4.1	Location and licence area of the Laverton project and prospect areas (source:
		Rincon) Red shows +5 ppb gold contour of 2019 soil sampling ............................................... 17
Figure	4.2	Regional geology of the Laverton project (source: Rincon) ..................................................... 18
Figure	4.3	Historical drilling within the Laverton project area (source: Rincon) ....................................... 21
Figure	4.4	Total magnetic intensity showing BIF units hosting the Gladiator deposits trending
		south into the Laverton project (source: Rincon)..................................................................... 22
Figure	5.1	Location and licence area of the Kiwirrkurra project (source: Rincon) .................................... 24
Figure	5.2	Local geology of the Kiwirrkurra project area including the Pokali prospect (source:
		Rincon) ...................................................................................................................................... 25
Figure	5.3	Plan of drill hole intersections coloured by copper assay (source: Rincon) ............................. 28
Figure	5.4	Interpreted mineralisation at Pokali prospect (section 433,950 mE) (source:
		Ashburton, 2012) ...................................................................................................................... 28

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1. EXECUTIVE SUMMARY

1.1. PURPOSE

At the request of Rincon Resources Limited (Rincon or the Company), an Independent Technical Assessment Report (Report) on the mineral assets held by Rincon has been prepared by Mr Jason Froud (Principal) and was reviewed by Mrs Christine Standing (Principal), both of Optiro Pty Ltd (Optiro). This Report represents an independent assessment of the geology, exploration data and exploration potential of the various mineral assets. It is our understanding that this Report will be included in the Prospectus to be published by the Company in connection with the proposed admission of its shares trading on the ASX. Optiro has been informed by Rincon that the principal purpose of the offering is to raise funds to complete further exploration, including geophysical surveys, geochemical sampling, geological mapping and drilling of existing mineral anomalies and exploration targets, with the aim of defining Mineral Resources.

The mineral assets of Rincon and its 100% owned subsidiaries comprise the South Telfer, Laverton and Kiwirrkurra projects all located in Western Australia.

1.2. SOUTH TELFER PROJECT

The South Telfer project is located approximately 1,300 km north-northeast of Perth and between 10 and 25 km south and southeast of the Telfer gold mine owned by Newcrest Mining Ltd (Newcrest). Rincon holds six exploration licences and two prospecting licences which cover a total area of approximately 520 km²

Historical drilling by Newcrest in the 1990s and 2000s intersected significant gold and copper mineralisation within Rincon’s Dolphy West and Hasties tenements. Rincon’s Hasties tenement, located to the southwest of the Telfer gold mine, is considered to host favourable structural domains within the Telfer mine stratigraphy. Within Rincon’s Dolphy West tenements wide spaced aircore drilling has defined a 5 km long gold anomaly, interpreted as the Westin Mineralisation Trend, part of the regional Telfer Mineralisation Trend. The mineralised target zone is under 20 to 100 m of sand and sedimentary cover. The Westin Mineralisation Trend is open for a further 25 km to the southeast with limited to no exploration and is moderately explored at best.

1.3. LAVERTON PROJECT

The Laverton project is located approximately 720 km east-northeast of Perth and centred about 10 km southwest of the town of Laverton. Rincon has the right to acquire two exploration licences which cover a total area of approximately 48 km² within the Mt Margaret-Murrin greenstone belt which is considered a highly prospective greenstone belt. The regionally significant gold mines of Wallaby and Granny Smith are located approximately 20 km south and southeast of the project area respectively.

Gold mineralisation in the Laverton district is often associated with and hosted by BIF in favourable structural settings. The Laverton gold project covers approximately 11 km of strike of the underexplored BIF, covering the southern strike extensions of the historical Gladiator gold deposits. Historical gold occurrences, Sunshine, Corio and Sunny Hill, are located within the tenements area.

The target BIF has been relatively unexplored due to the presence of thin alluvial cover (generally <5 m) and recent magnetic data interpretation has highlighted a number of prospective targets where

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the BIF interacts with favourable northwest trending structures, which are associated with gold mineralisation elsewhere in the Mt Margaret-Murrin greenstone belt.

Recent soil sampling by Rincon in 2019 in the northern portion of the project outlined the GG goldarsenic anomaly associated with the Sunshine-Corio Shear Zone which requires further follow-up work.

1.4. KIWIRRKURRA PROJECT

The Kiwirrkurra project is located approximately 1,600 km northeast of Perth proximal to the Northern Territory border. Rincon holds one exploration licence which covers a total area of approximately 126 km². The Kiwirrkurra project area is considered prospective for orogenic gold and IOCG type gold and base metals.

The Kiwirrkurra project is a modestly explored, remote IOCG mineralisation system which is mineralised from surface. Historical drilling on the main Pokali prospect is relatively shallow compared to the apparent size of the system, with several drill holes finishing in elevated copper mineralisation (+0.1% copper grades). The drill holes are relatively short exploration holes, some with low to moderate copper mineralisation intersected for almost the full length of the drill holes. The anomalism in soil geochemistry data has an open strike extent of 4 km, and an across strike width of up to 1.25 km, demonstrating the significant size of the mineralised system.

1.5. EXPLORATION AND DEVELOPMENT POTENTIAL

In Optiro’s opinion, Rincon’s mineral projects are of merit and worthy of further exploration. The planned work programmes are appropriate for the various development stages of the project areas and will provide suitable data to assess the technical risks and the further exploration potential of the identified prospects.

There are a number of highly prospective exploration opportunities within the Company’s portfolio, most notably in the South Telfer Project where several targets including Hasties East, Hasties SE and Westin present as compelling walk up drill targets at shallow depths. The Company plans to complete ground based geophysical surveys (IP) over these areas together with geochemical sampling to fine tune drill targets.

In the southeastern portion of the South Telfer Project, where depth of cover is estimated to be +50m, prospective stratigraphy identified from existing regional geophysical datasets will be enhanced with more detailed geophysics to better define target areas.

At the Laverton Project, prospective shear zones with known potential for gold mineralisation as evidenced by historical workings and previous drilling remain to be fully tested. The southern extension of the mineralised BIF-sequence named the Gladiator trend, remains a valid drill target together with the Sunshine-Corio Shear zone in the western part of the project. Recent geochemical sampling by Rincon identified the GG anomaly which is interpreted to be associated with the SunshineCorio shear zone and requires further work.

The Pokali Cu-Au Prospect located in the Company’s Kiwirrkurra Project was the subject of extensive exploration in the early 2000’s outlining broad areas of anomalous copper-gold interpreted to be part of an IOCG ( Iron Oxide Copper Gold) system. The Pokali Project is associated with a larger geophysical feature which requires further exploration.

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2. INTRODUCTION AND TERMS OF REFERENCE

2.1. TERMS OF REFERENCE

At the request of the Company, an Independent Technical Assessment Report (Report) on the mineral assets of Rincon has been prepared.

This Report represents an independent assessment of the geology, exploration data and exploration potential of the various mineral assets. It is our understanding that this Report will be included in a Prospectus to be published by the Company in connection with the proposed admission to trading on the ASX. Optiro has been informed by Rincon that the principal purpose of the offering is to raise funds to complete further exploration including geophysical surveys, geochemical sampling, geological mapping and drilling of existing mineral anomalies and exploration targets, with the aim of defining Mineral Resources.

Rincon is an Australian registered, Western Australian-focused metals exploration and development company. The mineral assets of Rincon and its 100% owned subsidiaries comprise the South Telfer, Laverton and Kiwirrkurra projects all located in Western Australia (Figure 2.1).

Figure 2.1 Location of Rincon’s mineral projects (source: Rincon)

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This report has been prepared by Mr Jason Froud (Principal) and was reviewed by Mrs Christine Standing (Principal) both of Optiro. This report has been prepared in accordance with the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code, 2015), the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012) and the Australian Securities and Investment Commission (ASIC) Regulatory Guides 111, 112 and 228.

Mr Jason Froud and Mrs Christine Standing meet the competency criteria as set out under Section 11 of the JORC Code, 2012 and Section 3.1 of the VALMIN Code, 2015. Mr Froud (MAIG) is responsible for this report. Mr Froud is a Principal Consultant with Optiro Pty Ltd and has sufficient experience which is relevant to the style of mineralisation, type of deposit under consideration and to the activities being undertaken to qualify as a Competent Person as described by the JORC Code, 2012. Mr Froud consents to the inclusion in this Report of the matters based on his information in the form and context in which it appears.

The objectives of this Report are to provide an overview of the geological setting of Rincon’s mineral assets and the associated mineralisation, outline the recent and historical exploration work undertaken over the project areas and comment on the exploration potential of the project areas and the proposed future work programmes.

Consent has been sought from Rincon’s representatives to include technical information and opinions expressed by them. No other entities referred to in this Report have consented to the inclusion of any information or opinions and have only been referred to in the context of reporting any relevant activities.

2.2. VALIDATION OF TENURE

Optiro has prepared this Report upon the understanding that the mineral licences held by Rincon are currently in good legal standing. Optiro has not independently verified Rincon’s legal tenure over its tenements and has relied on information provided by Rincon. Optiro understands that Rincon has engaged Steinepreis Paganin to review the tenement status which is included elsewhere in Rincon’s Prospectus. Among other things, this Report provides an opinion on Rincon’s mineral licences, forfeiture risk and royalties.

Optiro is not qualified to provide a legal opinion on the status of the granted project licences but has reviewed the licence permits and records and found them to be in good order. Accordingly, Optiro is satisfied that Rincon currently has good and valid title to the described granted licences required to explore and undertake project development on the project areas in the manner proposed. Rincon has met or exceeded licence expenditure and met licence conditions, and Optiro considers it likely that the licences will be renewed as and when required. Any future commercial exploitation of mineralisation will, however, require the grant of a mining lease.

Within Western Australia, Rincon holds seven granted exploration licences covering approximately 646.7 km[2] and two granted prospecting licences covering approximately 3.1 km[2] (Table 2.1). Furthermore, Rincon has the right to acquire the two Laverton exploration licences (48.1 km[2] ), with settlement subject to Rincon making a final settlement payment. Mineral licence definitions are provided below in Section 2.3. All tenements and applications are 100% held by Rincon through various subsidiary companies. Annual expenditure requirements on the tenements totals A$321,320 for each of years one and two.

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Table 2.1 Western Australia exploration tenure (source: Rincon)

Project	Licence	Company	Area (km2)	Grant	Expiry	Expenditure commitment
Laverton Laverton South Telfer South Telfer South Telfer South Telfer South Telfer South Telfer South Telfer South Telfer Kiwirrkurra	E38/2908 E38/3356 E45/4336 E45/4568 E45/5359 E45/5363 E45/5364 E45/5501 P45/2929 P45/2983 E80/5241	Holdings Tenements Pty Ltd Holdings Tenements Pty Ltd South Telfer Mining Pty Ltd South Telfer Mining Pty Ltd South Telfer Mining Pty Ltd South Telfer Mining Pty Ltd South Telfer Mining Pty Ltd South Telfer Mining Pty Ltd South Telfer Mining Pty Ltd South Telfer Mining Pty Ltd Lyza Mining Pty Ltd	39.1 9.0 3.2 15.9 317.4 47.6 28.6 107.9 1.9 1.2 126.1	23-Jan-15 07-Jun-19 01-Oct-14 10-Apr-18 14-Nov-19 14-Nov-19 14-Nov-19 05-Feb-20 30-Dec-15 31-Jul-19 24-May-19	22-Jan-25 06-Jun-24 30-Sep-24 09-Apr-23 13-Nov-24 13-Nov-24 13-Nov-24 04-Feb-25 29-Dec-23 30-Jul-23 23-May-24	A$50,000 A$15,000 A$15,000 A$15,000 A$100,000 A$20,000 A$20,000 A$34,000 A$7,440 A$4,880 A$40,000

2.3. LEGISLATION AND PERMITTING

All exploration and mining activity in Western Australia must be conducted under an authority from the Western Australian Department of Mines, Industry Regulation and Safety (DMIRS), the Western Australian State Government department responsible for mineral resources. The following information is of a general nature and has been sourced from the Western Australian Department of Mines, Industry, Regulation and Safety website. There are seven different types of mining tenements prescribed under the Mining Act 1978:

Prospecting Licences (Sections 40 to 56, PL)
Special Prospecting Licences for Gold (Sections 56A, 70 and 85B)
Exploration Licences (Sections 57 to 69E, EL)
Retention Licences (Sections 70A to 70M)
Mining Leases (Sections 70O to 85A, ML)
General Purpose Leases (Sections 86 to 90)
Miscellaneous Licences (Sections 91 to 94, L).

Those categories of relevance to the Rincon mineral assets are described below.

PROSPECTING LICENCES

The maximum area for a prospecting licence is 200 hectares. Prospecting licences must be marked out unless otherwise specified. There is no limit to the number of licences a person or company may hold, but a security (A$5,000) is required in respect of each licence. The term of a prospecting licence is four years, with the provision to extend for one further four-year period. The holder of a prospecting licence may, in accordance with the licence conditions, extract or disturb up to 500 tonnes of material from the ground including overburden, and the Minister for Mines and Petroleum may approve extraction of larger tonnages. Prescribed minimum annual expenditure commitments and reporting requirements apply.

EXPLORATION LICENCE

On 28 June 1991, a graticular boundary (or block) system was introduced for exploration licences (one minute of latitude by one minute of longitude). The minimum size of an exploration licence is one block, and the maximum size is 70 blocks, except in areas not designated as mineralised areas, where

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the maximum size is 200 blocks. An exploration licence is not marked out and there is no limit to the number of licences a person or company may hold, but a security bond (A$5,000) is required in respect of each licence.

For licences applied for after 10 February 2006, the term is five years plus a possible extension of five years and further periods of two years thereafter, with 40% of the ground to be surrendered at the end of year six. The holder of an exploration licence may, in accordance with the licence conditions, extract or disturb up to 1,000 tonnes of material from the ground, which includes overburden. The Minister for Mines and Petroleum may approve extraction of larger tonnages. Prescribed minimum annual expenditure commitments and reporting requirements apply. The owner of the exploration licence must complete an annual Expenditure Report on the tenement, demonstrating that the minimum prescribed expenditure has been met.

The owner of the exploration licence has surface access rights but no excavation rights. Access from outside the tenement needs to be negotiated with the pastoral owner, where relevant. Prior to drilling or any ground-disturbing work, an application and approval of a Program of Work (PoW) is required. A PoW provides the right to carry out specified exploration (e.g. drilling or trenching) on the tenements applied for. Permitting needs to be obtained for any infrastructure.

MINING LEASES

The maximum area for a Mining Lease applied for before 10 February 2006 is 1,000 hectares. Beyond that, the area applied for relates to an identified orebody as well as an area for infrastructure requirements.

An application for a Mining Lease must be accompanied by one of the following:

a Mining Proposal completed in accordance with the Mining Proposal Guidelines published by the department
a statement of mining operations and a mineralisation report that has been prepared by a qualified person
a statement of mining operations and a resource report that complies with the JORC.

There is no limit to the number of mining leases a person or company may hold. The term of a mining lease is 21 years and may be renewed for further terms. The lessee of a mining lease may work and mine the land, take and remove minerals, and do all the things necessary to effectually carry out mining operations in, on or under the land, subject to conditions of title. Prescribed minimum annual expenditure commitments and reporting requirements apply.

MISCELLANEOUS LICENCES

There is no maximum area for a miscellaneous licence. A miscellaneous licence is for purposes such as a roads and pipelines, or other purposes as prescribed in Regulation 42B. There is no limit to the number of miscellaneous licences a person or company may hold. The term of a miscellaneous licence is 21 years and it may be renewed for further terms. A miscellaneous licence can be applied for over (and can ‘co-exist’ with) other mining tenements.

GENERAL PURPOSE LEASES

Unless granted special approval by the Minister for Mines and Petroleum a general purpose lease can only be a maximum of 10 hectares. A general purpose lease is for purposes such as operating machinery, depositing or treating tailings etc. A person or company may hold an unlimited number of general purpose leases. The term of a general purpose lease is 21 years, and it may be renewed for further terms. A general purpose lease application requires a statement accompanying the

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application to include either a development and construction proposal or a statement setting out specific intentions for the lease.

NATIVE TITLE

Native title rights and interests are those rights in relation to land or waters that are held by Aboriginal or Torres Strait Islander peoples under their traditional laws and customs, and which are recognised by the common law. Native title was first accepted into the common law of Australia by the High Court of Australia's decision in Mabo (No 2) in 1992.

Australian law recognises that, except where native title had been wholly extinguished by the historical grant of freehold, leasehold and other interests, native title exists where Aboriginal people have maintained a traditional connection to their land and waters substantially uninterrupted since sovereignty. The rights and interests vary from case to case but may include the right to live and camp in the area, conduct ceremonies, hunt and fish, build shelter, and visit places of cultural importance. Some native title holders may also have the right to control access.

Australian law also requires that native title approval be obtained before mining applications can commence.

All of the project tenements are within the boundaries of native title claims (both registered and unregistered) and/or native title determinations. Registered native title claimants and holders of native title under the determinations are entitled to certain rights under the Future Act Provisions in respect of land in which native title may continue to subsist. Rincon may be liable to pay compensation to the determined native title holders for the impact of a tenement on native title. The amount of compensation will be determined in accordance with the Native Title Act, 1993 (NTA) and will be affected by the specific circumstances of each case.

South Telfer Mining Pty Ltd has entered into Land Access and Mineral Exploration Agreements over all the South Telfer project tenements with the Western Desert Lands Aboriginal Corporation who represent the Martu Native Title Holders. No other Native Title agreements in place.

Optiro is satisfied that all tenements are valid under the NTA. Rincon will however be required to negotiate and enter into new native title and heritage agreements with the native title holders as well as pay them compensation as required under the NTA.

2.4. RESPONSIBILITY FOR THE INDEPENDENT TECHNICAL REPORT

This report was prepared by Mr Jason Froud (Principal), and was reviewed by Mrs Christine Standing (Principal), both of Optiro.

This report has been prepared in accordance with the guidelines of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition (the JORC Code) and the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code).

In developing its technical assumptions for the report, Optiro has relied upon information provided by Rincon and its consultants, as well as information obtained from other public sources. The material on which this report is based includes internal and open-file project documentation, technical reports, drill hole and other exploration databases. Rincon has provided to Optiro the drilling and sampling data and other information generated by Rincon and by previous owners of the project areas.

Optiro has independently reviewed all relevant technical and corporate information made available by the management of Rincon, which was accepted in good faith as being true, accurate and complete,

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having made due enquiry of Rincon. Optiro has additionally sourced publicly available information relative to Rincon’s mineral assets.

Optiro has not completed a site inspection of the properties. The projects are at an early stage of assessment and it was considered that a site visit was unlikely to reveal any information or data that is material to this Report. The author, however, worked at the Telfer gold mine between 2000 and 2007 and has extensive experience and knowledge of the geology of South Telfer area. Furthermore, the author has worked extensively in the Eastern Goldfields and has sufficient experience which is relevant to the style of mineralisation, type of deposit under consideration and to the activities being undertaken.

3. SOUTH TELFER PROJECT

3.1. INTRODUCTION

The South Telfer project is located approximately 1,300 km north-northeast of Perth and between 10 and 25 km south and southeast of the Telfer gold mine owned by Newcrest Mining Ltd (Newcrest) (Figure 3.1). Rincon holds six exploration licences and two prospecting licences which cover a total area of approximately 523.7 km² (Table 2.1). The total annual minimum expenditure commitment is currently A$216,320.

The project is located within the Paterson Province which is tightly held (Figure 3.1) and has experienced considerable exploration focus since Rio Tinto’s (Rio Tinto) Winu copper/gold discovery in 2018 (maiden Inferred Mineral Resource of 503 Mt at 0.35% copper and 0.27 g/t gold, 28 July 2020 – Rio Tinton, 2020). Other significant discoveries in the area include: the Citadel joint venture between Antipa Minerals Ltd and Rio Tinto (63.8 Mt at 0.8 g/t gold and 0.2% copper – Antipa, 2020); and the Havieron joint venture between Greatland Gold plc and Newcrest (strong exploration results with a maiden Mineral Resource estimate expected in late 2020 – Greatland, 2020).

Within the South Telfer project area, there are three tenement groups comprising the Hasties tenement (10 km due south of the Telfer mine), the larger Dolphy West tenement (25 km southeast of the Telfer mine) and the ‘Middle’ tenements between Hasties and Dolphy West (Figure 3.2).

Access to the project area is via the well maintained Telfer Mine Road (from Port Hedland) and then via the local Grace Road together with numerous gridlines/tracks from previous exploration. The area is remote and the general physiography is dominated by elongate, sinuous northwest-southeast striking ridges as a result of steep folding. The terrain is difficult to traverse with access restricted to creeks where they transect the strike ridges. In the southwestern part of the project, longitudinal sand dunes track northwest-southeast and restrict direct access.

Seasons are characterised by hot summers with occasional tropical rainfall activity. Maximum temperatures exceed 40°C in summer dropping to mid-20s in winter. Vegetation is typically sparse and consists of spinifex with larger trees/shrubs along watercourses and alluvial plains.

3.2. GEOLOGY

The South Telfer project area is hosted within the Yeneena Supergroup, inferred to be a marine shelf sequence of sand, mud and mixed carbonate deposits (Figure 3.3). The Yeneena Supergroup

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stratigraphy is deformed by isoclinal upright folds with north-westerly striking axial planes. The folds are non-cylindrical, plunging both north-westerly and south-easterly at moderate to steep angles. The production of dome and basin structures is attributed to a later east-northeast cross folding event. The Yeneena Supergroup has been affected by lower greenschist facies regional metamorphism, which is interpreted as synchronous with the first regional deformation event.

Figure 3.1 South Telfer project with neighbouring tenure (source: Rincon)

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Late to post tectonic granitoids intruded the upper Yeneena Supergroup at approximately 620 Ma and produced extensive low-grade contact metamorphic aureoles (in the order of 1 km) which overprint the regional metamorphic fabric. Glaciation in the early Permian eroded the Proterozoic outcrops and the Paterson Formation, a thick blanket of fluvioglacials, was unconformably deposited on the resultant peneplain. Dolerite sills and dykes occur in the Telfer district. Some dolerite bodies are deformed, altered and cut by granite veins and pegmatites and hence were emplaced before the intrusion of the granitoids.

The South Telfer project area is characterised by sub-cropping, northwest-southeast, folded Isdell, Telfer and Puntapunta Formation sediments in the northwest portion of the project. Towards the north, the Malu Formation sediments are overlain by the Puntapunta Formation, a sequence of

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laminated to thinly bedded, dark grey dolomitic siltstone and minor sandstone. In the southeast portion of the project area, Permian glacial sediments overlie the Proterozoic sediments which are interpreted to increase in thickness to the southwest. More recent sands, silcrete and fericrete overlie the Permian lithologies.

Figure 3.2 South Telfer prospect areas (source: Rincon)

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3.3. MINERALISATION

SOUTH TELFER MINERALISATION TREND

The Telfer stratigraphy, including the Puntapunta Formation, Telfer Formation and Malu Quartzite, is interpreted as continuing into Rincon’s Dolphy West tenement area. Rincon’s Dolphy West and Westin prospect areas are along strike and are in the same stratigraphic package as the Telfer gold mine.

In 2016, Newcrest reported an updated Mineral Resource on the Telfer Satellite deposits (Backdoor West, Big Tree and Dolphy) immediately to the northeast and outside of Rincon’s tenure at Dolphy West. Gold and copper mineralisation at the Telfer Satellite deposits consists of structurally controlled quartz stockworks and associated weathered sulphides near surface hosted in a folded and deformed sedimentary rock package. The total Mineral Resource for the Telfer Satellite deposits comprises 4.9 Mt at 1.3 g/t gold (Newcrest, 2016). The Telfer Mineralisation Trend continues along strike to the Dolphy West and Westin prospects within the Rincon tenure (Figure 3.2 and Figure 3.4).

Within Rincon’s Dolphy West tenements wide spaced aircore drilling has defined a 5 km long gold anomaly, interpreted as the Westin Mineralisation Trend, part of the regional Telfer Mineralisation Trend (Figure 3.5 and Figure 3.2). The mineralised target zone is under 20 to 100 m of sand and sedimentary cover. The Westin Mineralisation Trend is open for a further 25 km to the southeast with limited to no exploration and is moderately explored at best.

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Figure 3.3 Stratigraphy of the Yeneena Supergroup (source: Turner, 1982)

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Figure 3.4 Telfer trend drilling (source: Rincon)

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Figure 3.5 3D schematic of the Telfer stratigraphy demonstrating the strike continuity towards the Dolphy West prospect (source: Maxlow 2005)

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PARALLEL RANGE GROUP

Several projects occur to the south of the Telfer mine on a mineralised trend which is parallel to the Telfer Mineralisation Trend and was defined by Newcrest as the Parallel Range Group. The Hasties prospect is part of Parallel Range Group trend and is hosted within the Isdell Formation, one of the basal stratigraphic formations of the Yeneena Supergroup and considered part of the Telfer mine sequence (Figure 3.3). The trend continues into the ‘Middle’ tenements between the Hasties and Dolphy West tenements.

Breccias are common within the Isdell Formation with quartz/carbonate and quartz-carbonatesiltstone breccias the most abundant. At Hasties, advanced dolomitic breccia consists of randomly dispersed and oriented clasts of Isdell Formation in a matrix of quartz and carbonate. Large rafts of deformed sediment occur throughout this breccia. At Hasties Retreat, to the northwest, the breccias are indirectly related to the axial plane of minor parasitic folds. The breccia is generally a gossanous limonitised siltstone/calcilutite with oxides. This breccia grades into a quartz/carbonate/siltstone breccia to the west.

3.4. PREVIOUS EXPLORATION

The area covered by Rincon’s South Telfer tenements was first explored in 1973 when gossanous rock samples containing gold and copper were located. In 1973, Newmont Mining Australia Limited (Newmont) completed geological mapping and subsequent reverse circulation (RC) and diamond drilling. The results from this work led Newmont to conclude that the area would not contain a deposit of significance.

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The area was subsequently explored by several other exploration companies including Newcrest who explored the general area from 1989 to 2004. Exploration in 1990 included gridding a 6.2 km by 1.8 km area covering a prospective zone of the Isdell Formation on a 100 m by 100 m spacing. Detailed soil sampling using this grid was undertaken with 920 samples collected and several anomalous areas delineated. Rock chip sampling (65 grab samples) at the same time returned a number of anomalous results. Newcrest subsequently drilled some 260 holes for a total of 24,762 m within the South Telfer tenement areas.

The Newcrest drilling included a rotary air blast (RAB)/percussion drilling programme (41 holes for 2,437 m) in 1991 to test the 1990 geochemical soil anomalies. A further two diamond drill holes were completed for 282 m.

Further geological mapping, rock chip sampling, deflation lag sampling, geophysical surveys and drilling was undertaken in the South Telfer project area between 1992 and 2003. In 2000, Newcrest completed drilling at Trotman’s Dome, Dolphy and Backdoor prospects (outside of Rincon’s licence area) and, as noted above, this culminated in a Mineral Resource being estimated for the Telfer Satellite deposits.

Minor drilling in the Dolphy-Westin area occurred after 2000 until 2008 when 44 aircore holes for a total of 3,967 m were completed to test the eastern extensions of the Backdoor, Dolphy and Big Tree trends into Rincon’s Dolphy West and Westin prospect areas (Figure 3.6). Evidence of mineralisation was weak and included minor iron staining and iron stained quartz veining along with rare pyrite and pyrite pseudomorphs and pocking. The maximum gold values from the 44 holes drilled comprised 15 values between 10 and 100 ppb gold, three values between 100 and 204 ppb gold and one value of 6,978 ppb gold over 4 m. The results, with a peak of 8m @ 3.85 g/t Au from 84m in WSA08039 (Aircore, Figure 3.4), suggest an east-southeast trend of elevated gold zones from the Trotmans SE and Dolphy areas, parallel with stratigraphy and noted fold closures.

Rincon’s Hasties tenement is considered to host favourable structural domains within the Telfer mine stratigraphy. Drilling by Newcrest identified significant gold and copper intercepts at Hasties (Table 3.1 and Figure 3.7). There has been limited exploration beyond the known strike length of the mapped surface gossans. Anomalous arsenic and gold (ppb) surface geochemistry has been identified which has not been closed out by the previous drilling.

Newcrest’s exploration concentrated mainly on other prospects areas after 2003, leading to the delineation of several other advanced prospects. Little further work was undertaken within the areas covered by Rincon’s South Telfer project and portions of the area were subsequently relinquished by Newcrest.

Between 2004 and 2017, part of the area was held by a prospector who completed minor reconnaissance activities.

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Figure 3.6 Best downhole gold intersections overlain on regional aeromagnetic data and outcrop mapping (source: Rincon)

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Table 3.1 Significant drill intercepts

Drill hole	From(m)	To(m)	Interval(m)	Gold(g/t)	Copper(%)
HR14951 incl. incl. incl. HR14951 HR14952 incl. HR15001 HR15001 HR15002 HR15601 HR15801 HR15801 HR15801 HRC9101 HRC9102 HRC9102 HRC9203 HRC9402 incl. incl. HRC9402 HRC9402 HR9403 WSA08023 WSA08039	1 1 1 1 59 2 14 40 56 52 95 17 49 49 87.6 5 5 68.9 17.4 19.1 42.7 64.8 91.8 25 92 84	69 16 35 46 79 38 37 57 76 65 101 30 53 54 108.2 12 16.5 71.5 75.2 30.6 58.8 81 102.7 58.2 93 (EOH) 92	68 15 34 45 20 36 23 17 20 13 6 13 4 5 20.6 7 11.5 2.6 57.8 11.5 16.1 16.2 10.9 33.2 1 8	1.29 2.76 1.91 1.56 1.64 2.06 1.30 - - - - - 3.73 - - - 2.41 2.05 2.65 4.75 - - 1.46 0.149 3.84	- - - - 0.39 - - - 0.56 1.30 2.70 1.00 4.81 - 1.23 3.52 2.47 - - - - 1.03 3.39 -

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Figure 3.7 Drilling at Hasties prospect (source: Rincon)

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3.5. CURRENT EXPLORATION AND MINERALISATION POTENTIAL

Despite the long exploration history, drilling within the South Telfer project tenements is limited. Evaluation of previous exportation data and reprocessing geophysical data sets may generate targets within a well-defined structural corridor within or parallel to the Telfer Mineralisation Trend.

During 2017, Rincon commenced data review and compilation of the historical drilling. Other data relevant to previous exploration including extensive geochemistry, geophysics, mapping and photo mosaics is being compiled and re-evaluated. Rincon has identified several prospective regional trends within the project area utilising the historical drilling, geochemistry and geophysical data sets. The South Telfer project area contains more than 50 km of prospective stratigraphy that hosts the Telfer gold mine. Rincon plans to acquire higher quality geophysical data to refine the identification and selection of targets for further exploration. Interpreting structural repetition of domal features to the southwest within the project area is considered a priority.

In the northwest portion of the project, the Hasties area outcrops over 200 m of gossanous material, although only 21 holes have been historically drilled, testing only 300 m of strike. The reasons for this are unclear and there is potential to expand the strike length of the mineralisation due to limited drill coverage away from the gossan. The mineralisation at Hasties and Hasties SE remain open in several directions with the style of mineralisation considered to be structurally controlled, plunging zones within carbonate-rich Isdell Formation rocks.

Optiro notes that the significant gold and copper drill hole intersections at Hasties (East and SE) are often associated with breccias and are drilled down-dip from structures and therefore may overstate their significance. The breccia style mineralisation may have limited volume and an irregular distribution, however, the down dip extensions of the gold mineralisation identified by Rincon are largely untested and warrant further exploration work.

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Drilling away from the main outcropping Hasties and Hasties SE mineralised zones has recorded anomalous gold-copper geochemistry in wide spaced drilling which required follow-up. It is considered crucial that detailed mapping of outcrop be completed to locate further domal structures and aid in drill hole locations. At the Redback prospect, located to the north of Hasties , deep, although wide spaced limited drilling has intersected anomalous copper-gold in carbonate-rich sediments, surface geochemistry suggests mineralisation has not been fully tested with the limited drilling.

Within the Middle group of tenements, mineralisation associated with structural trends from the Grace deposit, located southwest and outside of the South Telfer project, is considered a priority target. Only limited historical drilling has been completed in these tenements.

The Dolphy-Westin tenements are along strike from the main Telfer deposit stratigraphy and also along strike from Newcrest’s Dolphy and Backdoor deposits. There is potential for structural repetition of the mineralised systems to the southeast of Telfer-Dolphy and within Rincon’s Dolphy West tenements. Previous drilling has recorded significant intersections in wide spaced vertical aircore drilling including 4m at 6.9 g/t gold from 88 m in drill hole WSA08039. Approximately 40 to 90 m of cover overlies the anomalous zone. There is potential for further structural repetitions/domal features under cover within the southwest of the South Telfer project area with little drilling completed.

The South Telfer project area is considered to have merit for further exploration. The proximity to the world class Telfer mine and the available high-quality geophysical data sets and significant open file geology and geochemistry data, provide the opportunity for a detailed data compilation and exploration target generation and ranking. Reprocessing of the geophysical data is recommended and detailed structural interpretation would aid more focussed exploration targeting on each of the tenement groupings.

4. LAVERTON PROJECT

4.1. INTRODUCTION

The Laverton project is located approximately 720 km east-northeast of Perth and centred about 10 km southwest of the town of Laverton (Figure 4.1). Rincon has the right to acquire two exploration licences which cover a total area of approximately 48.1 km² (Table 2.1). The total annual minimum expenditure commitment is currently A$65,000. The regionally significant gold mines of Wallaby and Granny Smith are located approximately 20 km south and southeast of the project area respectively.

Access to the project is via the sealed Goldfields Highway and Laverton-Leonora Road from Kalgoorlie and then via the unsealed Old Laverton Road and various tracks within the project area.

4.2. GEOLOGY AND MINERALISATION

The Laverton project is located within the Mt Margaret-Murrin greenstone belt (MMMG) in the Eastern Goldfields province of the Yilgarn Craton in Western Australia. The Yilgarn Craton is an Archaean granite–greenstone terrane covering approximately 657,000 km[2] in area and comprising north-trending greenstone belts separated by granite. More than 3,000 tonnes of gold have been produced from the Yilgarn craton, almost entirely from the greenstone belts and from small, granitoid bodies within and at the margins of the greenstone belts. The Eastern Goldfields province is the most richly mineralised (gold and nickel) and as a result, has been the focus of a large amount of research and mineral exploration.

The Laverton project occurs on the eastern limb of the south plunging Mt Margaret Anticline. About 40% of the licence area hosts some type of exposure, mostly as north-south BIF-sediment ridges and saprolite/saprock after mafic rocks. The sequence comprises a thick pile of greenschist facies basalts

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intruded extensively by porphyries and locally by minor dolerites with felsic tuffs, cherts and BIF (Figure 4.2). Alluvial/colluvial cover occurs within the central portion of the project area.

Milky white quartz veins are common throughout the area and are invariably associated with the historical Helius, Sonny Boy, Sunny Hill, Sunshine and Corio gold workings. Fieldwork has identified three styles of gold mineralisation: quartz veins and stringers in basalt shear zones; in fractures in porphyries; and on contacts between quartz veins and their host rocks and between porphyries and basalts.

The MMMG is considered a highly prospective greenstone belt with over 28 Moz of gold endowment documented, largely from the Sunrise, Wallaby and Granny Smith gold mines (Salier, 2003). Gold mineralisation in the Laverton district is often associated with and hosted by BIF in favourable structural settings. The Laverton gold project covers approximately 11 km of strike of the underexplored BIF, covering the southern strike extensions of the historical Gladiator gold deposits.

The target BIF has been relatively unexplored due to the presence of thin alluvial cover (generally <5 m) and recent magnetic data interpretation has highlighted a number of prospective targets where the BIF interacts with favourable northwest trending structures, which are associated with gold mineralisation elsewhere in the MMMG.

Figure 4.1 Location and licence area of the Laverton project and prospect areas (source: Rincon) Red shows +5 ppb gold contour of 2019 soil sampling

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4.2.1. MINERALISATION

Several mineralisation groupings or lines of workings occur within the Laverton project (Figure 4.1). These are located largely within a magnetic quiet zone and include the Sunshine, Corio and Sunny Hill gold occurrences. Little available information is available on these occurrences. The Geological Survey of Western Australia (GSWA) maps indicate that the mineral occurrences are located within greenstone belts as fine-grained mafic rocks.

Several significant mineral deposits are adjacent to and along strike from the Laverton project tenements. These include the Gladiator mining centre to the immediate north, the Apollo mining centre, the Laverton mining centre and the Euro mining centre. Larger deposits in the region include the Wallaby mine 20 km to the south and the Granny Smith mine 20 km to the southeast.

Figure 4.2 Regional geology of the Laverton project (source: Rincon)

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GLADIATOR MINE CENTRE

The Gladiator mine (area held by Focus Minerals Ltd, Focus) historically produced 409,356 tonnes of ore at 2.49 g/t yielding 30,149 ounces of gold. Information regarding the Gladiator mine workings was sourced by Rincon from open file documents. The name relates to two sites; one is south of the Old

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Laverton Road as a modern abandoned open pit, while the other site contains five pits named as West Laverton gold mine.

There are two felsic dykes mapped on the west wall of the pit in BIF, and it appears these were the focus of historic mining with high-grade gold hosted by the silica-rich BIF. High-grade gold was also found in cross faults, fractured fold hinges and sulphide-rich BIF. Gold has also developed along the contact with the felsic intrusive and quartz veins within the shear system.

APOLLO MINING CENTRE

The Apollo deposit is located 8 km southwest of Laverton and adjacent to the Rincon tenement boundary. Limited open file information is available. Crescent Gold Ltd (Crescent, now Focus) held the area in 2011 and reported a Probable Ore Reserve of 770 kt at 2.2 g/t gold for 54,000 ounces under JORC 2004 guidelines (Crescent, 2011).

LAVERTON MINING CENTRE

The main historical workings/mineralisation in the immediate Laverton area is the Craiggiemore pit located approximately 4 km south of Laverton. Information regarding the Craiggiemore mine workings has been sourced from open file documents.

Gold is found in folded and faulted BIF, interleaved with mafic rocks and minor sedimentary rocks. Significant gold was found in the supergene zone within 40 m of saprolite clays. Historical underground mining followed high-grade shoots at four levels down a 125 m deep shaft. The old miners left the broader lower grade (~2.0 g/t gold) as uneconomic at the time. These steep plunging shoots developed at the intersection of the dominant north-south structures and later northwest trending faults.

Historically, the Craiggiemore mine was considered one of the most substantial in the Laverton area. Mining was first recorded in 1897, with extensive mining until 1907 by London based Craiggiemore Pty Ltd. During this period, Craiggiemore Pty Ltd mined 105,702 tonnes of ore for 35,403 ounces of gold at 6.7 dwt per tonne (10.5 g/t gold). The mine was variably worked up until 1947. A government geologist report in the early days of Craiggiemore Pty Ltd states it was one massive lode 150 to 200 ftwide, with three payable ore shoots called East, West and Middle.

In 2008, Crescent released a Mineral Resource estimate for Craiggiemore based on data from nearly 760 drill holes. This comprised 1.5 Mt of combined Measured and Indicated Resources at 1.6 g/t gold for 77,000 ounces of contained gold reported above a 0.5 g/t cut-off. An additional Inferred Resource of 0.1 Mt at 1.6 g/t gold for 5,400 ounces was also reported (Crescent, 2011b).

EURO MINING CENTRE

Initial prospecting at Euro commenced in 1885, with periodic and mostly unsuccessful alluvial mining through to 1904. More modern exploration commenced in the 1970s with various owners through to the late 1990s.

The original Euro underground workings comprise a historical shaft just north of the main pit. It consists of stone walling, timber, as a three-compartment incline shaft with workings underground across four levels to the south-southeast of the shaft. Small historical pits, battery foundations and tailings are nearby. A later abandoned elongated open pit remains at the site.

The mineralisation is described as quartz vein hosted gold, with only minor gold in the highly altered and sheared wall rocks. Three sets of veining are noted:

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Quartz veins within the main west shear, plunging gently south. These range up to 1.5 m thick, with iron stained, vuggy and crystalline quartz and pseudomorphs after pyrite and chalcopyrite. This veining was extensively stoped down to 74 m and along strike for 150 m.
Thin milky to clear crystalline quartz veins with patchy gold.
Sub-horizontal quartz veins dipping gently east, striking parallel to the west shear. The quartz is milky and forms in tension fractures from the footwall of the west shear.

As at 30 June 2011, Crescent Gold Ltd had reported Mineral Resources under the JORC 2004 guidelines comprising Indicated Resources of 255 kt at 1.7 g/t gold (14,000 oz) and Inferred Resources of 314 kt at 1.7 g/t gold (17,000 oz) (Crescent, 2011c).

4.3. EXPLORATION

The regional area has been the subject of modern gold and base metals exploration since the 1980s but the Rincon tenement area has been sparsely drilled. Most of the drilling has been focused along the BIF running south from the Gladiator deposit. Most holes drilled along this trend are shallow RAB and vacuum holes that do not reach top of fresh rock. The vacuum drilling is largely considered ineffective in testing the potential of the project area

Within the available dataset for the project area, the base of the regolith profile has been reached in only seven drill holes. Much of the drilling does not reach the base of the regolith profile and a large number of drill holes only test the upper 20 m. The average drill hole depth across the entire project area is approximately 31 m (Table 4.1). The average depth to the base of laterite is between 40 m and 80 m.

Table 4.1 Summary of drilling within the Laverton project area

Drill type	Number	Metres	Average depth (m)
Aircore RAB RC Vacuum	44 329 14 356	3,204 15,603 1,627 2,457	72.8 47.4 116.2 6.9
Total	743	22,891	30.8

Significant drill results of greater than 1 g/t gold are found in three drill holes in the north of E38/2908 (Figure 4.3). Mineralisation intercepted in SSB047 (4 m at 1.55 g/t gold from 21 m down hole) is hosted within an oxidised tholeiitic mafic rock. Minor gold anomalism in the drill hole immediately east suggests the host structure dips to the east but lack of drilling to the north and south does not allow the strike of the host structure to be constrained. Drill hole SSAC003 (1 m at 1.46 g/t gold from 53 m down hole) is hosted within BIF.

Just inside of the licence area, gold intercepted in BGB033 (7 m at 15.95 g/t gold from 21 m downhole) is hosted within an undifferentiated felsic intrusion and is interpreted to occur within a structure that dips to the east based upon anomalous intervals in adjacent drill holes. Again, the lack of drilling to the north and south does not allow the strike of the host structure to be constrained.

Further regolith mapping and interpretation was completed in the 2017-2018 period. The area comprises sub-cropping ironstone BIF+/- felsic material with associated eluvial scree. Some milky quartz scree is located sporadically within the tenement and may be related to northwest trending faults. In the western portion of the tenement, saprolite to sub-crop after mafic rocks has been noted.

Interpretation of the open file aeromagnetic data was completed by Rincon during 2016-2017. A series of magnetic BIF/chert horizons are the prominent north-south striking magnetic features,

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hosted within mafic volcanic and sedimentary units. A series of northwest trending linear features, which correspond to porphyry intrusive rocks, cross-cut and displace the stratigraphy.

Figure 4.3 Historical drilling within the Laverton project area (source: Rincon)

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Known gold deposits proximal to the Laverton project are generally spatially associated with the magnetic stratigraphy, however, the historical workings within the project area (Sonny Boy and Sunshine) do not show a relationship to magnetic units. The ‘Gladiator’ magnetic stratigraphy can be traced south into the project area and is worthy of further exploration, especially where under cover (Figure 4.4).

Interpretation of the re-processed geophysics has greatly increased the understanding of the geology within the Laverton project area. Subtle structural offsets associated with the predominantly northsouth striking high magnetic units (BIFs) can be seen in the eastern-central portion of the project area to the south of the Gladiator group of deposits, outlining southerly extensions to the mineralised trends associated with BIF units. A northerly striking fault/shear is also observed in the central portion of the tenement and is associate with the historical Sunshine and Corio workings.

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The regolith mapping completed by Rincon in 2017 was overlain on magnetic imagery and shows a correlation between current drainage patterns and magnetic gravels/transported laterite. This may increase the occurrence of transported gold-in-soil anomalies and aid in the interpretation of geochemical results.

In 2019, Rincon collected 98 geochemical samples and carried out multi-element analysis to define the 4 m at 1.55 g/t from 21m intersected in the isolated, historical drill line containing SSB047. A large multi-element anomaly named the GG Anomaly was identified in the area targeted by the geochemical sampling.

The GG anomaly straddles at least two northwest trending faults proximal to the Sunshine-Corio Shear and appears to be preferentially oriented to the northwest-southeast. The isolated historical drill line in the central portion of the sampled area may be quite oblique to the mineralised trend. Rincon consider the GG Anomaly to be highly prospective and is planned to be drilled post listing targeting the northwest trend. This trend has not been tested previously with the majority of historical drilling along a NS orientation focussing on the main shear zone.

Figure 4.4 Total magnetic intensity showing BIF units hosting the Gladiator deposits trending south into the Laverton project (source: Rincon)

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4.4. EXPLORATION POTENTIAL

Despite the long exploration history of the Laverton area and production profile of the district, there has been limited exploration within the exploration tenements of the Laverton project. Effective drill testing is limited with most holes appearing to intersect only the upper regolith profile.

The Laverton project is considered to be prospective for orogenic gold mineralisation with reasonable indications of gold mineralisation from historical exploration data and being located in a well-endowed gold producing terrane. The tenements have had limited exploration, which is surprising given the proximity to Laverton and the gold production of the region.

The BIF horizon is a target that has not previously been explored adequately, though it is subdued compared to Apollo, Euro and Laverton mining centres. The significant drill intersections generated by previous explorers in the felsic volcanics also warrant further exploration and highlight the potential for gold mineralisation in the felsic volcanics within the tenements.

The prospectivity of the Laverton project tenements is enhanced by the identification of potential northwest-trending structures, which are considered to be critical to gold mineralisation occurrences, and the proximity of the tenements to both small and large historical and current producing operations. The tenement package is centred on BIF units which are typical host lithologies to gold mineralisation in the district and which are directly along strike from the Gladiator workings.

Optiro notes that a significant strike length of the BIF remains untested by any exploration. Furthermore, all of the BIF has only been explored to average 31 m depth and only in the upper regolith profile which is estimated to extend between 40 m and 80 m below surface. Notably, gold mineralisation at the nearby Granny Smith mine is depleted in the top 20 m and related to intrusions and northwest shearing.

5. KIWIRRKURRA PROJECT

5.1. INTRODUCTION

The Kiwirrkurra project is located approximately 1,600 km northeast of Perth proximal to the Northern Territory border (Figure 5.1). Rincon holds one exploration licence which covers a total area of approximately 126 km² (Table 2.1). The total annual minimum expenditure commitment is currently A$40,000.

The project area is very remote with access to the site from Alice Springs, 700 km to the east. Access is via the unsealed Papunya-Kintore and Gary Junction roads. The licence is parallel to and immediately north of the Gary Junction Road, which provides primary access to the site, and access off this road is by 4WD only. Extensive longitudinal sand dunes make access around the project difficult.

5.2. GEOLOGY AND MINERALISATION

5.2.1. REGIONAL GEOLOGY

The Kiwirrkurra project area is located at the western extent of the Palaeoproterozoic Arunta Block which trends east-west across central Australia through the Northern Territory and into Western Australia.

The Arunta Block comprises deformed and metamorphosed igneous and sedimentary rocks. The northern province comprises metasedimentary and minor volcanic rocks that have generally undergone low-grade metamorphism. The province is extensively intruded by granitoids ranging in age from ~1,880 Ma to 1,570 Ma.

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The western Arunta Orogen is divided into the Aileron and Warumpi complexes. A major westnorthwest trending structure, the Central Australian Suture (CAS), defines the boundary between the Aileron and Warumpi complexes. This structure passes a few kilometres north of Mount Webb. A major alteration system associated with the Mount Webb Granite (Figure 5.2) has been documented and it is proposed that this system has potential for copper-gold mineralisation at Pokali.

Figure 5.1 Location and licence area of the Kiwirrkurra project (source: Rincon)

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5.2.2. PROJECT GEOLOGY

The geology of the Kiwirrkurra project area consists of metasedimentary rocks with possible metavolcanics of the Lander Rock Formation or the Heavitree Formation/Bitter Springs Group (Figure 5.2). The metasedimentary rocks are intruded by a granitoid which accounts for approximately 40% of the tenement area. The Pokali prospect occurs in the far west of the tenement, within metasedimentary rocks of the Lander Rock Formation.

The rocks at Pokali have been intensely altered and/or metamorphosed to the point where the precursor lithologies are indistinguishable but it is likely that they were mafic volcanic or sedimentary rocks. The geology of the project area is complex and more detailed mapping is required to understand the geology and potential mineralisation controls.

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Figure 5.2 Local geology of the Kiwirrkurra project area including the Pokali prospect (source: Rincon)

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Pokali prospect
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5.2.3. MINERALISATION

The Pokali prospect is considered by Rincon and other explorers to be an IOCG system. IOCG (or iron oxide copper-gold) deposits are characterised by:

copper (with or without gold) as the main economic metal
hydrothermal ore styles and strong structural controls
abundant magnetite and/or hematite
iron oxides with iron and titanium greater than those in most igneous rocks
no clear spatial associations with igneous intrusions as typically displayed by porphyry and skarn ore deposits.

In addition, most IOCG deposits display a broad space-time association with batholithic granitoids, occur in crustal settings with very extensive and commonly pervasive alkali metasomatism, and many are enriched in a distinctive, geochemically diverse suite of minor elements including various combinations of uranium, rare earth elements, fluorine, phosphorus, molybdenum, silver, barium, cobalt, nickel and arsenic.

The mineralisation at Pokali is associated with widespread and intense silicification and magnetite alteration and is generally copper with little gold present. The most dominant copper-bearing mineral is disseminated to blebby chalcopyrite, with minor amounts of malachite, bornite, and occasional native copper. Host rocks are a series of metamorphosed sedimentary and high-magnesium volcanic rocks with silica, magnetite and/or biotite overprints. Better copper grades are often associated with intervals of increased pervasive silica alteration and all occurrences of copper mineralisation are within rocks with an elevated magnetic susceptibility.

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5.3. EXPLORATION

The Kiwirrkurra project area was explored by Aurora Gold Ltd (Aurora) during the late 1990s. Aurora’s project consisted of 15 exploration licences covering 2,812 km[2] which were granted in 1995. An agreement with the native title holders for land access was reached in mid-1997 and exploration commenced in the third quarter of 1997. Initial exploration consisted of mapping, rock chip sampling and some ground magnetics. The initial work outlined several anomalous copper-gold-silver areas returning up to 9.1% copper, 3 g/t silver and 0.38 g/t gold in rock chips over a true width of 4 m and 0.3% copper and 8 g/t silver in rock chips over a true width of 10 m at Pokali. Shallow vacuum and aircore drilling in 1998 over these anomalies confirmed the presence of mineralisation returning several anomalies on adjacent 800 m spaced grid lines with a peak of 0.21 g/t gold and 896 ppm copper.

Aurora reached an agreement to farm out their Mount Webb tenements to BHP Limited (BHP) in late 1998. BHP completed limited RC drilling during the second quarter of 1999. The drilling returned some encouraging results including 36 m at 0.42% copper (including 6 m at 1.68% copper and 0.29 ppm gold) at Pokali. BHP concluded that, although the copper-gold mineralisation system was present, the zones were poorly mineralised and it excluded the western tenements from the joint venture, with ongoing exploration being focused on the eastern tenements.

In March 2001, heavy rains and flooding in the project area caused the evacuation of the Kiwirrkurra community and stopped access to the area for several years, during which time the ground became vacant.

Bestgold Investments Pty Ltd applied for and were granted tenure over the project area in November 2005 and subsequently sold the rights to Ashburton Minerals Ltd (Ashburton). In 2007, the GSWA undertook an integrated study of the western Arunta, which included:

a regolith geochemistry sampling programme
a targeted field study of outcrop geology including whole-rock geochemistry and geochronology sampling
geophysical interpretation utilising gravity and aeromagnetic data.

The study indicated the presence of an IOCG-type alteration system within the project area.

In 2008, Ashburton completed heritage surveys to gain access to the project area and commenced field operations primarily focused on assessing the surface mineralisation at the Pokali prospect using geological mapping, rock chip sampling and RC drilling.

Results from this work indicated the presence of copper mineralisation at Pokali over a much larger area than previously recorded. The mineralising system was noted to also be anomalous in gold, silver, bismuth and palladium with significant assays being received for these elements. All holes drilled by Ashburton intersected a sequence of silica and magnetite altered volcanic rocks with elevated levels of copper mineralisation over significant intervals. The best intercept was PKC001 with 205 m at 0.1% copper ending in mineralisation. Visible sulphides of chalcopyrite and pyrite were observed in all drill holes, usually occurring as fine disseminations or as blebs and clots associated with quartz veinlets.

In 2009, Ashburton completed further heritage surveys and concentrated on the Pokali prospect targeting IOCG-style mineralisation. Work included geological review and interpretation, petrographic analysis, induced polarisation (IP) survey, airborne magnetic survey, detailed soil sampling and minor rock chip sampling, and RC and diamond drilling. The IP survey delineated several anomalous chargeable zones. Drilling targeted geochemical and IP anomalies at the Pokali prospect. Results were encouraging and further enhanced the prospectivity of the area with a best intercept of 46 m at 0.37% copper (PKC007) at the Gap in the northwest of the Pokali area.

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In 2010, Ashburton focused exploration on the Pokali prospect, once again completing a heritage survey over the Pokali area for ground disturbing activities. No areas of heritage significance were identified. An airborne TEMPEST electromagnetic survey was flown over the Pokali prospect and immediate surrounds with the processed data mapping out structural features of the area. General prospecting and rock chip sampling were undertaken around a sulphidic quartz vein in granite with results being anomalous in copper (0.1% copper). A total of nine RC holes (PKC017 to PKC025) for 2,288 m were drilled to test geochemical and IP anomalies at Pokali. Results of the drilling were encouraging with new copper mineralisation being discovered under sand cover immediately east of the Pokali Hill. This mineralisation provided the peak copper intersection to date of 246 m at 0.22% copper from hole PKC024, including a best zone of 12 m at 1.1% copper.

Work undertaken on the Mount Webb project area during 2011 focused on progressing regional exploration including geological reviews, heritage surveys, detailed ground gravity (400 m by 400 m), prospecting and rock chip sampling, and aircore drilling.

Results from the regional drilling included two gold anomalies and one gold-platinum-palladium anomaly. Drill hole MWAC057 intersected 2 m at 0.7 g/t gold from 5 m to 7 m, and MWAC058 (located 1 km to the south of MWAC057) intersected 2 m at 0.14 g/t gold from 16 m to 18 m in transported clay. Drill hole MWAC010 intersected 1 m at 0.21 g/t gold, 0.11 g/t platinum and 0.45 g/t palladium from 2 m to 3 m in ironstone overlying saprolite (at the Pasquale and Pimento prospects).

Work completed in 2012 consisted of rock chip sampling RC drilling. Four rock chip samples of quartz and gossanous material were taken along an outcropping ridge southeast and along strike from previously identified copper mineralisation at the Gap. A further two samples of gossanous material containing quartz and malachite were taken from the eastern end of Pokali at the projected surface expression of copper mineralisation intersected in drill hole PKC023: 10 m at 0.95% copper.

A total of four RC holes for 1,123 m were drilled at the Pokali prospect in 2012. Holes PKC026 and PKC027 were drilled in the eastern area of Pokali and holes PKC028 and PKC029 were drilled in the Gap area. The best intersections were from drill hole PKC026 (22 m at 0.34% copper) and PKC027 (76 m at 0.27% copper). The two drill holes complete a cross section through the mineralisation and delineate a zone of approximately 200 m wide of 0.1% copper. Holes PKC028 and PKC029 drilled at the Gap area tested a gravity anomaly and the interpreted northwest strike extension of a mineralised quartz breccia ridge. Results were poor with no significant quartz veining intersected.

In December 2012, Ashburton announced that it had lost its main Pokali tenement due to an administrative error but had regained the base metal rights through a joint venture with Toro Energy Ltd (Toro) but under less favourable ownership. By the end of the 2013, Ashburton had withdrawn from the area and changed the focus of the company to a number of overseas projects.

In 2014, Toro relinquished the ground after its exploration for uranium failed to discover any significant anomalism. In 2015, the licence area was applied for by a private individual who compiled various historical datasets.

Much of the previous exploration within the project area focused on IOCG potential of the Pokali prospect at the western end of the tenement, while shallow gridded RAB/aircore drilling in the eastern extent of the project and around the margins targeted gold and uranium mineralisation. Only minor anomalism has been identified on the tenement outside of the Pokali prospect (Figure 5.3).

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Figure 5.3 Plan of drill hole intersections coloured by copper assay (source: Rincon)

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Figure 5.4 Interpreted mineralisation at Pokali prospect (section 433,950 mE) (source: Ashburton, 2012)

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5.4. EXPLORATION POTENTIAL

The Kiwirrkurra project is a modestly explored but remote IOCG mineralisation system which crops out and is mineralised from surface. Historical drilling on the main Pokali prospect is relatively shallow compared to the apparent size of the system, with several drill holes finishing in elevated copper mineralisation (+0.1% copper grades). Exploration has been relatively sporadic and no exploration appears to have been completed since 2012.

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Much of the previous exploration within the project area focused on IOCG potential of the Pokali prospect at the western end of the tenement. Only minor anomalism has been identified on the tenement outside of the Pokali prospect.

There are reasonable geophysical, geochemical and drilling data available and future exploration would benefit from a modern compilation and reprocessing of geophysical, geological, geochemical and drilling datasets.

The known IOCG-style mineralisation is outcropping with limited and anomalous geochemistry and drill intersections. Large historical datasets are present encompassing drilling, ASTER, geochemistry and geophysics (gravity, magnetics, TEMPEST EM), however, the project is relatively sparsely drilled compared to the geophysical and surface geochemical footprint. The drill holes are relatively short exploration holes, some with low to moderate copper mineralisation intersected for almost the full length of the drill holes. The drilling database also includes significant drill intersections often with mineralisation at the end of the drill hole. The anomalism in soil geochemistry data has an open strike extent of 4 km, and an across strike width of up to 1.25 km, demonstrating the significant size of the mineralised system.

6. WORK PROGRAMME

Rincon has developed an exploration budget for a minimum subscription of $5.0 M and a maximum subscription of $6.0 M which is summarised in Table 6.1 and Table 6.2 (including existing cash). The majority of the exploration budgets are allotted to drilling the various drill-ready targets within the three projects, most notably at the South Telfer Project (Hasties East, Hasties SE and Westin) together with supportive geophysical and geochemical surveys.

Optiro has reviewed the proposed two-year budget and it is considered appropriate and reasonable for the mineralisation styles within the projects and the stage of exploration. The proposed exploration budget for the minimum raising exceeds the minimum required expenditure commitment for the Project.

Table 6.1 Proposed work programme budget - A$5 M minimum raise (source: Rincon)

Item	Year 1 (A$)	Year 2 (A$)	Total (A$)
South Telfer Hasties drilling – RC / DD 3,000 m Westin regional aircore – 5,000 m Westin regional soil sampling Geophysics Hasties resource estimation	$1,250,000 $100,000 $130,000	$720,000 $700,000 $100,000 $60,000	$1,970,000 $700,000 $200,000 $130,000 $60,000
Laverton Mapping Soil sampling DrillingRAB/aircore – 10,000 m	$30,000 $35,000 $250,000	$35,000 $500,000	$30,000 $70,000 $750,000
Kiwirrkurra Detailedgeophysics(magandgravity)	$150,000	$130,000	$280,000
Corporate Project acquisition payment (Laverton) Cost of offer IPO fees Workingcapital and administration	$25,000 $250,000 $300,000 $665,529	$380,000	$25,000 $250,000 $300,000 $1,045,529
Total	$3,185,529	$2,625,000	$5,810,529

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Table 6.2 Proposed work programme budget - A$6 M maximum raise (source: Rincon)

Item	Year 1 (A$)	Year 2 (A$)	Total (A$)
South Telfer Hasties drilling – RC / DD 5,5000 m Westin regional aircore 10,000 m Westin regional soil sampling Geophysics Hasties resource estimation	$1,515,000 $250,000 $120,000 $200,000	$1,195,000 $320,000 $110,000 $50,000 $60,000	$2,710,000 $570,000 $230,000 $250,000 $60,000
Laverton Mapping Soil sampling Drilling RAB /aircore 12,000 m Drilling– RC/DD	$35,000 $70,000 $250,000	$80,000 $225,000 $370,000	$35,000 $150,000 $475,000 $370,000
Kiwirrkurra Detailedgeophysics(magandgravity)	$150,000	$130,000	$280,000
Corporate Project acquisition payment (Laverton) Cost of offer IPO fees Workingcapital and administration	$25,000 $250,000 $360,000 $665,529	$380,000	$25,000 $250,000 $360,000 $1,045,529
Total	$3,890,529	$2,920,000	$6,810,529

7. DECLARATIONS BY OPTIRO

7.1. INDEPENDENCE

Optiro is an independent consulting organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. The principal office of Optiro is at 16 Ord Street, West Perth, Western Australia, and Optiro’s staff work on a variety of projects across a range of commodities worldwide.

This report has been prepared independently and in accordance with the VALMIN and JORC Codes and in compliance with ASIC Regulatory Guide 112. The author and reviewer do not hold any interest in Rincon, their associated parties, or in any of the mineral properties which are the subject of this report. Fees for the preparation of this report are charged at Optiro’s standard rates, whilst expenses are reimbursed at cost. Payment of fees and expenses is in no way contingent upon the conclusions drawn in this report. Optiro will charge Rincon fees of approximately A$26,000 for the preparation of this report. Optiro has not had any material prior association with either Rincon or the mineral assets being assessed.

7.2. QUALIFICATIONS

The principal person responsible for the preparation of this Report, and Competent Person, is Mr Jason Froud (Principal). This report was reviewed by Mrs Christine Standing (Principal). Both Mr Froud and Mrs Christine Standing are employed by Optiro.

Mr Jason Froud [BSc (Hons) Geology, Grad Dip (Fin Mkts), MAIG] is a geologist with over 25 years’ experience in mining geology, exploration, resource definition, mining feasibility studies, reconciliation, consulting and corporate roles in gold, iron ore, base metal and uranium deposits principally in Australia and Africa. Jason has previously acted as a Competent Person and Independent

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Expert across a range of commodities with expertise in mineral exploration, grade control, financial analysis, reconciliation and quality assurance and quality control.

Mrs Christine Standing [BSc (Hons) Geology, MSc (Min Econs), MAusIMM, MAIG] is a geologist with over 35 years’ worldwide experience in the mining industry. She has six years’ experience as an exploration geologist in Western Australia and over 30 years’ experience as a consultant specialising in resource estimation, reconciliation, project management and statutory and Competent Persons’ reporting on worldwide projects for a range of commodities. She has acted as a Qualified Person and Competent Person for gold, silver, copper, mineral sands, nickel, chromium, lithium and PGEs.

8. REFERENCES

Antipa Minerals Ltd, 2020. Strategic position in a world class mineral province. ASX Announcement, July 2020.

Ashburton Minerals, 2012. Annual Report. 30 June 2012.

Crescent Gold Ltd, 2011. Maiden Gold Reserve of 54,000 Oz Near Surface at New Apollo Deposit. ASX announcement, 7 June 2011.

Crescent Gold Ltd, 2011b. Quarterly Report. ASX announcement, 31 March 2011.

Crescent Gold Ltd, 2011c. Annual Report, 30 June 2011. ASX announcement.

CSA Global, 2019. Due diligence Field Investigation – South Telfer Tenements.

CSA Global, 2019. High-Level Due Diligence Review – Laverton Gold Project. CSA Global Report Nº: R374.2019.
CSA Global, 2019. High-Level Due Diligence Review – Kiwirrkurra Project. CSA Global Report Nº: R384.2019.

Greatland Gold plc, 2020. Investor Presentation. September 2020.

https://greatlandgold.com/wp-content/uploads/2020/09/20200910-GGP-PresentationSeptember-2020.pdf.

JORC, 2012. The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. The Australasian Joint Ore Reserves Committee.
Maxlow, J., 2005. Telfer district prospect review and exploration strategy. Newcrest Mining Ltd. Internal report.
Newcrest, 2016. Explanatory Notes to the Annual Mineral Resources and Ore Reserves Statement – 31 December 2015. 15 February 2016.
Reeves, Z., 2019. Annual Technical Report. South Telfer (Hastie’s) Project. 1[st] October 2018 to 30[th] September 2019.
Rio Tinto, 2020. Rio Tinto reveals maiden Resource at Winu and new discovery. Notice to ASX, 28 July 2020.
Salier, B. P., 2003. The Timing and Source of Gold-Bearing Fluids in the Laverton Greenstone Belt, Yilgarn Craton, with Emphasis on the Wallaby Gold Deposit. The University of Western Australia.
Thorne, L., 2019. Annual Exploration Report. Laverton project. 23[rd] January 2018 to 23[rd] January 2019.

Thorne, L., 2020. Annual Technical Report. Kiwirrkurra project. 24[th] May 2019 to 22[nd] May 2020.

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Thorne, L., 2019. South Telfer Mining Limited. Combined Annual Report, 10[th] April 2019 to 9[th] April 2020.

Turner, C.C. 1982. The Telfer Gold deposits, Western Australia: stratigraphy, sedimentology and gold mineralisation of the Proterozoic Yeneena Group. Ph.D. Thesis, University of New England, (unpublished).VALMIN, 2015. Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code, 2015). VALMIN Committee.

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9. GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS

Term	Explanation
abbreviations	Ft – foot, g/t – grams per tonne, ha – hectare, JV - joint venture, km – kilometre, km2– square kilometre, kt – thousand tonnes, m – metre, m3– cubic metres, M – million, Ma – million years ago, Mt – million tonnes, Moz – million ounces, oz – ounce, % - percentage, ppm – parts per million, ppb – parts per billion, t – tonnes.
chemical elements	Au –gold,Cu – copper.
aircore drilling	A method that uses blades to bore a hole into unconsolidated ground. The rods are hollow and contain an inner tube which sits inside the hollow outer rod barrel. The drill cuttings are removed by injection of compressed air into the hole and brought back to the surface upthe inner tube.
alteration	A change in mineralogical composition of a rock through reactions with hydrothermal fluids, temperature orpressure changes.
Archaean	Era of thegeological time scale within the Precambrian aeon containingrocksgreater than 2500 Ma.
banded iron formation(BIF)	Iron formation that shows banding, generallyof iron-rich minerals and chert or fine-grainedquartz.
basalt	A finegrained igneous rock consistingmostlyofplagioclase feldspar andpyroxene.
bedrock	The solid rock lyingbeneath superficial material such asgravel or soil.
breccia	A detrital sedimentary rock composed of poorly sorted fragments which are all angular to sub-angular in shape,and have aparticle size ofgreater than 2 mm.
Cambrian	First geological period of the Palaeozoic Era. The Cambrian lasted from 541 Ma to the beginning of the Ordovician Period at 485 Ma.
chert	A veryfinegrained sedimentaryrock composed of silica.
complex	A unit of rocks composed of rocks of two or three metamorphic,igneous or sedimentaryrock types.
classification	A system for reportingMineral Resources and Ore Reserves accordingto a number of accepted Codes.
cut-offgrade	Thegrade that differentiates between mineralised material that is economic or not to mine.
diamond drilling	Drillingmethod whichproduces a cylindrical core of rock bydrillingwith a diamond tipped bit.
dolomite	A carbonate rock consistingof calcium magnesium carbonate.
dwt	A pennyweight (dwt) is a unit of mass equal to 24 grains, 1/20 of a troy ounce or approximately 1.555grams.
Exploration Target	A statement or estimate of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tonnes and a range of grade (or quality), relates to mineralisation for which there has been insufficient exploration to estimate a Mineral Resource.
felsic	Silicate minerals, magmas, and rocks which are enriched in the lighter elements such as silica, oxygen, aluminium,sodium,andpotassium.
formation	A defined interval of strata,often comprisingsimilar rock types.
geophysical survey	A survey that measures the physical properties of rock formations, commonly magnetism, specific gravity,electrical conductivityand radioactivity.
glacial till	An unsorted glacial sediment. Glacial drift is a general term for the coarsely graded and extremely heterogeneous sediments ofglacial origin
gneiss	A common and widely distributed type of rock formed by high-grade regional metamorphic processes from pre-existing formations that were originally either igneous or sedimentary rocks. Gneissic rocks are coarselyfoliated and largelyrecrystallised.
gossanous (rocks)	Gossanous rocks are intensively oxidised and weathered and usually represent the upper and exposed part of an ore deposit or mineral vein. They are enriched in iron containing iron oxides such as goethite and limonite.
granite	A coarsegrained intrusive felsic igneous rock.
granitoid	A common and widelyoccurringtype of intrusive,felsic,igneous rock.
granulite facies	High-grade metamorphic rocks that have experienced high-temperature and moderate-pressure metamorphism.
greenschist facies	Assemblage of minerals formed duringregional metamorphism.
greenstone belt	Greenstone belts are zones of variably metamorphosed mafic to ultramafic volcanic sequences with associated sedimentary rocks that occur within Archaean and Proterozoic cratons between granite and gneiss bodies.
Indicated Mineral Resource	‘An ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuityto be assumed.’(JORC 2012)
Inferred Mineral Resource	‘An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which maybe limited or of uncertainqualityand reliability.’(JORC 2012)

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Term	Explanation
intercept	Mineralised intersection in a drill hole.
intrusive	A rock formed when magma cools slowlybelow the Earth's surface.
iron oxide coppergold	A class of deposit characterised bycopper andgold mineralisation in iron-rich,often acidic rocks.
JORC Code	The JORC Code provides minimum standards for public reporting to ensure that investors and their advisers have all the information they would reasonably require for forming a reliable opinion on the results and estimates beingreported. The current version is dated 2012.
mafic	Silicate minerals, magmas, and volcanic and intrusive igneous rocks that have relatively high concentrations of the heavier and darker minerals.
malachite	Copper carbonate mineral.
Measured Mineral Resource	‘A 'Measured Mineral Resource' is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to confirm geological and grade (or quality) continuity between points of observation where data and samples aregathered.’(JORC 2012)
metamorphism	Alteration of the minerals, texture and composition of a rock caused by exposure to heat, pressure and chemical actions.
metasedimentary	A sediment or sedimentaryrock that shows evidence of havingbeingsubjected to metamorphism.
Mineral Resource	‘A ‘Mineral Resource’ is a concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.’(JORC 2012)
mineralisation	Theprocess bywhich a mineral or minerals are introduced into a rock,resultingin a valuable deposit.
native copper	Copperpresent in elemental form.
Palaeoproterozoic	The first of the three sub-divisions(eras)of the Proterozoic occurringbetween 2500 Ma and 1600 Ma.
Palaeozoic	The earliest of threegeologic eras of the Phanerozoic Eon lastingfrom 541 to 252 Ma
Permian	A geologic time period from the end of the Carboniferous at 299 Ma to the beginning of the Triassic at 252 Ma.
porphyry	A variety of igneous rock consisting of large grained crystals, such as feldspar or quartz, dispersed in a fine-grained feldspathic matrix orgroundmass.
Proterozoic	Era of the geological time scale within the Precambrian eon containing rocks of approximately 1,000 – 2,500 Ma.
pyrite	Iron disulphide, (FeS2).
Quartz	Crystalline silica(SiO2).
Regolith	loose unconsolidated rock that sits atopa layer of bedrock
saprolite	A soft, typically clay-rich, thoroughly decomposed rock, formed in place by chemical weathering of igneous,sedimentaryand metamorphic rocks.
sediments	Loose,unconsolidated deposit of debris that accumulates on the Earth’s surface.
silica	Most commonly quartz(SiO2).
silicification	Theprocess of bringingin silica into a non-siliceous rock.
stratigraphy	The studyof stratified rocks,their timing,characteristics and correlations in different locations.
strike	Geological measurement – the direction of bearingof beddingor structure in the horizontalplane.
supergene	A mineral deposit or enrichment formed near the surface.
volcanic	An igneous rock of volcanic origin.
vein	A tabular or sheet like bodyof one or more minerals deposited in openings of fissures, joints,or faults.
weathering	The process by which rocks are broken down and decomposed by the action of wind, rain, changes in temperature, plants and bacteria.
ultramafic	Igneous rocks with very low silica content (less than 45%), generally >18% MgO, high FeO, low potassium and are composed of usually greater than 90% mafic minerals.
VALMIN Code	The Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition. The VALMIN Code provides a set of fundamental principles (Competence, Materiality and Transparency), mandatory requirements and supporting recommendations accepted as representing good professional practice to assist in the preparation of relevant Public Reports on any Technical Assessment or Valuation of Mineral Assets. It is a companion to the JORC Code.
volcaniclastic	Relatingto or denotinga clastic rock which contains volcanic material.

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Appendix A South Telfer project historical drilling collars

Hole ID	Type	Datum	East	North	RL	Total depth(m)	Azimuth	Dip	Company
CA047 CA063 CA064 CA065 CA066 CA067 CA068 CA069 CA070 CA071 CA072 CA073 CA074 DKC0601 DKRC06_002 DKRC06_003 DKRC06_004 GA038 GA039 GA042 GA043 GA044 GA045 GA058 GA059 GA060 GA077 GA078 GA079 HAB0301 HAB0302 HAB0303 HAB0304 HAB0401 HAB0402 HAB0403 HAB0404 HAB0405 HAB0406 HAB0701 HAB0702 HAB0703 HAB0704 HAB0705 HAB0706 HAB0707 HAB1001 HAB1002 HAB1003 HAB1004 HAB1005 HAB1101 HAB1102 HAB1103 HAB1104 HAB1201 HAB1202 HAB1203 HR14901 HR14902 HR14903 HR14904 HR14905 HR14951 HR14952 HR14953 HR15001	AC AC AC AC AC AC AC AC AC AC AC AC AC DDH RC RC RC AC AC AC AC AC AC AC AC AC AC AC AC RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RC RC RC RC RC RC RC RC RC	AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91	436412 435389 435439 435840 435956 436235 436316 436324 436021 435747 435573 435803 436222 417082 416905 416905 416436 434862 435321 434677 434544 435212 434953 425464 425838 425901 425481 425978 425963 413308 413293 413271 413248 413847 413825 413803 413782 413760 413737 413092 413066 413060 413011 412990 412978 412942 411762 413264 411724 411704 411760 413392 413374 413355 413426 413069 413050 413031 413320 413373 413319 413391 413369 413373 413371 413465 413397	7575501 7574113 7574319 7573817 7574095 7573700 7573990 7574179 7574473 7574871 7574594 7573611 7573323 7588141 7588264 7588302 7588350 7574084 7573785 7573797 7573390 7573570 7573368 7575842 7575474 7575627 7576023 7575711 7575809 7585967 7585935 7585909 7585884 7585353 7585326 7585301 7585276 7585250 7585223 7585467 7585440 7585428 7585405 7585391 7585373 7585340 7586760 7585439 7586715 7586692 7586758 7585559 7585537 7585515 7585576 7586290 7586267 7586245 7586119 7586170 7586121 7586206 7586166 7586098 7586099 7586142 7586058	- - - - - - - - - - - - - - 260 260 260 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 353 358 353 360 358 355 355 366 360	67 42 45 48 51 48 48 51 39 39 60 15 42 495 85 85 90 37 24 28 40 25 51 31 19 22 22 27 13 60 60 60 60 60 66 66 60 60 60 60 60 60 60 60 60 56 20 46 60 66 18 70 66 60 66 66 60 60 99 80 149 149 130 93 149 160 99	0 0 0 0 0 0 0 0 0 0 0 0 0 221 360 360 360 359 359 359 359 359 359 359 359 359 359 359 359 360 360 360 360 40 40 40 40 40 40 50 50 50 50 50 50 50 30 35 40 45 220 40 35 30 210 35 35 35 360 180 360 180 140 14 360 210 20	-90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -55 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -50 -60 -70 -60 -60 -50 -70 -60 -50	Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest

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Hole ID	Type	Datum	East	North	RL	Total depth(m)	Azimuth	Dip	Company
HR15002 HR15003 HR15051 HR15052 HR15053 HR15101 HR15102 HR15103 HR15103A HR15104 HR15201 HR15301 HR15501 HR15601 HR15602 HR15603 HR15701 HR15702 HR15703 HR15704 HR15705 HR15801 HR15901 HR15902 HR15903 HR15904 HR15905 HR16001 HR16002 HRC9101 HRC9201 HRC9202 HRC9203 HRC9401 HRC9402 HRC9403 HRD001 HWR028 HWR029 HWR030 HWR031 HWR032 HWR033 HWR034 HWR035 HWR036 HWR037 HWR039 HWR040 HWR0401 HWR0404 HWR0405 HWR0406 HWR0407 HWR041 HWR042 HWR043 HWR044 MIA007 MIA012 MIA013 MIA014 MIA015 MIA016 MIA017 MIA018 MIA021 MIA022 MIA025 IA026	RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC DDH RC/DDH DDH DDH DDH DDH DDH RC/DDH RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC AC AC AC AC AC AC AC AC AC AC AC AC	HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 AMG84_51 AMG84_51 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 HAST_91 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 HAST_91 HAST_91 HAST_91 HAST_91 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51	413396 413471 413445 413433 413476 413479 413478 413522 413524 413524 413548 413408 413538 413606 413567 413651 413727 413963 413685 413747 413805 413842 413866 413826 413905 414047 414053 413970 414018 413468 413267 413796 413765 413610 413392 413364 413575 413412 413343 412990 413055 413115 413192 412515 412582 412679 412776 412151 412054 411887 411840 411547 411697 411535 411886 411749 411619 411490 439528 439746 439722 439609 439242 439167 438685 438172 438197 438580 439563 438977	7586059 7586138 7586022 7586007 7586127 7586001 7586006 7586061 7586063 7586060 7585948 7585608 7585466 7585375 7585332 7585426 7585336 7585628 7585293 7585386 7585465 7585342 7585220 7585176 7585267 7585398 7585502 7585220 7585278 7586141 7585912 7585292 7585252 7585375 7586057 7586091 7586267 7587068 7587009 7586660 7586736 7586806 7586883 7586718 7586798 7586912 7587026 7587217 7587103 7587140 7586548 7586715 7586927 7587050 7586891 7586745 7586593 7586440 7576260 7575794 7575474 7575130 7575786 7575498 7576011 7576275 7575930 7575551 7574581 7574648	360 365 355 352 365 355 355 356 356 355 351 352 354 353 350 357 356 370 353 358 365 355 350 349 352 257 359 351 353 366 346 352 352 353 360 355 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	149 170 99 149 150 62 149 76 124 130 130 150 150 150 130 170 132 162 131 170 149 149 132 131 149 149 149 150 140 170.5 842.2 190.7 200 108.6 155.4 144.1 465.5 150 191 150 170 155 150 200 200 208 200 190 200 300 300 300 300 310 200 200 160 201 42 37 22 34 53 30 30 31 23 27 75 60	10 180 40 40 155 40 40 220 220 240 5 360 360 360 10 360 360 360 5 360 5 40 360 360 360 10 4 360 360 220 30 40 40 360 360 360 225 223 225 220 220 222 220 40 40 40 40 220 220 220 40 40 40 40 40 40 40 40 0 0 0 0 0 0 0 0 0 0 0 0	-70 -70 -56 -60 -60 -50 -73 -57 -60 -60 -60 -60 -60 -60 -60 -60 -60 -90 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -80 -50 -50 -60 -50 -50 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -55 -55 -60 -60 -60 -60 -60 -60 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90	Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest

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Hole ID	Type	Datum	East	North	RL	Total depth(m)	Azimuth	Dip	Company
MIA027 MIA028 MIA029 MIA030 MIA031 PA083 PA084 PA085 PA086 PA087 PA088 PA089 PA090 PA091 PA092 PA093 PA094 PA095 PA096 PA097 PA098 PA099 TA07001 TA07002 TA07003 TA07004 TA07005 TA07006 TA07007 TA07008 TA07009 TA07010 TA07011 TA07012 TA07013 TA07014 TA07015 TA07029 TA07030 TA07031 TA07032 TA07033 TA07034 TA07035 TA07036 TA07037 TA07038 TA07039 TA07040 TA07041 TA07042 TA07043 TA07044 TA07045 TA07046 TA07047 TA07048 TA07049 TA07050 TA07051 TA07052 TA07053 TR07001 TRA08034 TRA08035 TRA08036 TRA08037 TRA08038 TRA08039 TRA08040	AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC RC AC AC AC AC AC AC AC	AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 MGA94_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51	439159 438557 438362 438176 438125 420082 420073 420827 420780 419930 420892 420926 419896 419941 419982 420889 421728 422393 421735 422534 422814 423414 443673 443712 443757 443593 443548 443517 443471 443432 443390 443409 443373 443338 443293 443251 443209 442257 442229 442200 442155 442111 442070 442105 442068 442027 441987 441946 441890 441904 441863 441828 441785 441737 441705 441660 441615 441580 441496 441397 441603 441817 417094 443349 443321 443262 443227 443192 443671 443587	7574978 7574935 7574695 7575358 7575270 7577068 7577437 7576999 7577332 7577755 7578294 7578727 7578334 7578723 7579163 7579210 7578766 7578788 7579199 7578996 7579468 7578956 7578512 7578615 7578703 7578833 7578739 7578653 7578568 7578461 7578367 7578914 7578818 7578720 7578632 7578531 7578443 7577523 7577439 7577351 7577251 7577154 7577061 7577638 7577552 7577460 7577378 7577286 7577148 7577684 7577602 7577494 7577405 7577301 7577216 7577614 7577531 7577435 7577245 7576994 7576986 7577004 7588261 7579571 7579476 7579384 7579292 7579207 7579305 7579224	- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	37 42 60 24 54 11 28 39 10 19 6 29 7 19 25 28 36 6 6 10 7 4 71 80 78 87 44 46 84 98 93 49 81 46 67 51 70 52 42 67 60 57 63 55 44 61 66 57 68 70 69 66 68 54 69 66 66 75 75 51 61 45 300 93 120 100 123 120 120 120	0 0 0 0 0 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 247 0 0 0 0 0 0 0	-90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -59 -90 -90 -90 -90 -90 -90 -90	Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest

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Hole ID	Type	Datum	East	North	RL	Total depth(m)	Azimuth	Dip	Company
TRA08041 TRA08042 TRA08063 WA10001 WA10002 WA10003 WA10004 WA10005 WA10006 WSA08001 WSA08002 WSA08003 WSA08004 WSA08005 WSA08006 WSA08007 WSA08008 WSA08009 WSA08010 WSA08011 WSA08012 WSA08013 WSA08014 WSA08015 WSA08016 WSA08017 WSA08018 WSA08019 WSA08020 WSA08021 WSA08022 WSA08023 WSA08024 WSA08025 WSA08026 WSA08027 WSA08028 WSA08029 WSA08030 WSA08031 WSA08032 WSA08033 WSA08034 WSA08035 WSA08036 WSA08037 WSA08038 WSA08039 WSA08040 WSA08041 WSA08042 WSA08043 WSA08044	AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC	AMG84_51 AMG84_51 AMG84_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 MGA94_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51 AMG84_51	443594 443565 443863 448159 447816 447716 447642 447988 448075 443547 443627 444467 444544 444624 445541 445467 446482 446381 447263 447298 447337 444027 443940 444779 444859 445703 445779 446616 446546 447533 447425 447465 448449 448375 448292 448257 448214 448180 448138 449139 449020 449068 448940 448911 448029 448062 448096 447893 447816 448824 448740 448677 448779	7579131 7579048 7578958 7575849 7576011 7575801 7575607 7575435 7575624 7578226 7578403 7577828 7578011 7578195 7577797 7577613 7577392 7577222 7576732 7576827 7576914 7579321 7579142 7578567 7578754 7578180 7578352 7577774 7577594 7577381 7577103 7577199 7576984 7576811 7576621 7576528 7576434 7576344 7576251 7576041 7575767 7575874 7575580 7575497 7575979 7576075 7576154 7575713 7575516 7575304 7575122 7574934 7575214	- - - 264 250 261 253 244 253 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	120 79 93 102 117 71 102 123 123 111 101 88 120 115 120 110 90 98 48 86 120 120 87 74 96 111 96 80 73 101 81 94 93 99 102 91 87 88 99 60 63 72 114 93 87 90 77 96 90 72 66 42 66	0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0	-90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90	Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest Newcrest

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Appendix B

South Telfer drilling result

Drill hole*	From (m)	To (m)	Interval (m)	Gold (g/t)	Copper (%)
HR14951 incl. incl. incl. HR14951 HR14952 incl. HR15001 HR15001 HR15002 HR15601 HR15801 HR15801 HR15801 HRC9101 HRC9102 HRC9102 HRC9203 HRC9402 incl. incl. HRC9402 HRC9402 HR9403	1 1 1 1 59 2 14 40 56 52 95 17 49 49 87.6 5 5 68.9 17.4 19.1 42.7 64.8 91.8 25	69 16 35 46 79 38 37 57 76 65 101 30 53 54 108.2 12 16.5 71.5 75.2 30.6 58.8 81 102.7 58.2	68 15 34 45 20 36 23 17 20 13 6 13 4 5 20.6 7 11.5 2.6 57.8 11.5 16.1 16.2 10.9 33.2	1.29 2.76 1.91 1.56 1.64 2.06 1.30 - - - - - 3.73 - - - 2.41 2.05 2.65 4.75 - - 1.46	- - - - 0.39 - - - 0.56 1.30 2.70 1.00 4.81 - 1.23 3.52 2.47 - - - - 1.03 3.39 -

Only significant intercepts (>1 g/t gold or > 0.35% copper) are included for practical reporting reasons.

Appendix C

Laverton project historical drilling collars

Hole ID*	Type	Lat.	Long.	Total depth(m)	Azimuth	Dip	Company
LJC0042 LJC0042 LJC0043 LJC0044 LJC0052 GDR19 GDR20 GP278 GP279 GP280 GS317 GS318 GS319 GS320 GS321 GS322 GS323 GS324 GS325 GS326 GS327 GS328 GS329 GS330 GS331 GS332	RC RC RC RC RC RAB RAB RC RC RC RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB	-28.639 -28.640 -28.640 -28.640 -28.640 -28.645 -28.645 -28.645 -28.647 -28.652 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641	122.357 122.357 122.358 122.359 122.356 122.363 122.359 122.361 122.362 122.362 122.360 122.360 122.360 122.361 122.361 122.361 122.361 122.361 122.362 122.362 122.362 122.362 122.362 122.363 122.363 122.363	216 216 231 198 171 24 24 81 81 75 40 40 50 40 40 42 50 50 50 40 40 40 40 40 40 50	270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270	-60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60	Barrick Gold of Australia Ltd Barrick Gold of Australia Ltd Barrick Gold of Australia Ltd Barrick Gold of Australia Ltd Barrick Gold of Australia Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd

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Hole ID*	Type	Lat.	Long.	Total depth(m)	Azimuth	Dip	Company
GS333 GS334 GS335 GS336 GS337 GS338 GS339 GS340 GS341 GS342 GS343 GS344 GS345 GS346 GS347 GS348 GS349 GS350 GS351 GS352 GS353 GS354 GS355 GS356 GS357 GS358 GS359 GS360 GS361 GS362 GS363 GS364 GS365 GS366 GS367 GS368 GS369 GS370 GS371 GS372 GS373 GS374 GS375 GS376 GS377 GS378 GS379 GS380 GS381 GS382 GS383 GS384 GS385 GS386 GS387 GS388 GS389 GS390 GS391 GS392 GS393 GS394	RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB	-28.641 -28.641 -28.641 -28.641 -28.641 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.643 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.645 -28.646 -28.646 -28.646 -28.646 -28.646 -28.646 -28.646 -28.646 -28.646 -28.646 -28.646 -28.646 -28.646 -28.647 -28.647	122.363 122.363 122.364 122.364 122.364 122.360 122.360 122.360 122.361 122.361 122.361 122.361 122.361 122.362 122.362 122.362 122.362 122.362 122.363 122.363 122.363 122.363 122.363 122.364 122.364 122.364 122.360 122.360 122.360 122.360 122.361 122.361 122.361 122.361 122.361 122.362 122.362 122.362 122.362 122.362 122.363 122.363 122.363 122.363 122.364 122.364 122.364 122.360 122.360 122.360 122.360 122.361 122.361 122.361 122.361 122.361 122.362 122.362 122.362 122.362 122.362 122.363	40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 40 50 50 50 50 50 40 50 50 52 50 50 50 50 50 50 50 40 40 40 40 50 50 50 50 50 50 40 50 50 40 40 50 40 40 40	270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 0 0 0 0 0 0 270 270 270 270 270 270 270 270 270	-60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -90 -90 -90 -90 -90 -90 -60 -60 -60 -60 -60 -60 -60 -60 -60	Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd

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Hole ID*	Type	Lat.	Long.	Total depth(m)	Azimuth	Dip	Company
GS395 GS396 GS397 GS398 GS399 GS400 GS401 GS402 GS403 GS404 GS405 GS406 GS407 GS408 GS409 GS410 GS411 GS412 GS413 GS414 GS415 GS416 GS417 GS418 GS419 GS420 GS421 GS422 GS423 GS424 GS425 GS426 GS427 GS428 GS429 GS430 GS431 GS432 GS433 GS434 GS435 GS436 GS437 GS438 GS439 GS440 GS441 GS442 GS443 GS444 GS445 GS446 GS447 GS448 GS449 GS450 GS451 GS452 GS453 GS454 GS455 GS456	RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB	-28.647 -28.647 -28.647 -28.647 -28.647 -28.647 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.650 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652	122.363 122.363 122.363 122.363 122.364 122.364 122.360 122.360 122.360 122.360 122.360 122.361 122.361 122.361 122.361 122.361 122.362 122.362 122.362 122.362 122.362 122.363 122.363 122.363 122.363 122.364 122.364 122.360 122.360 122.360 122.360 122.360 122.361 122.361 122.361 122.361 122.361 122.362 122.362 122.362 122.362 122.362 122.363 122.363 122.363 122.363 122.363 122.364 122.359 122.360 122.360 122.360 122.360 122.360 122.361 122.361 122.361 122.361 122.361 122.362 122.362 122.362	50 40 40 50 40 50 50 50 50 54 54 54 59 54 54 50 50 50 50 50 50 50 40 40 40 40 40 50 54 54 54 54 54 50 50 50 54 54 50 50 54 54 50 54 50 50 50 50 40 40 50 50 50 50 50 50 50 50 50 50 50 54	270 270 270 270 270 270 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 270 270 270 270 270 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 270 270 270 270 270 270 270 270 270 270	-60 -60 -60 -60 -60 -60 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -60 -60 -60 -60 -60 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60	Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd

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Hole ID*	Type	Lat.	Long.	Total depth(m)	Azimuth	Dip	Company
GS457 GS458 GS459 GS460 GS461 GS462 GS463 GS728 GS729 GS730 GS731 GS732 GS733 GS734 GS735 GS736 GS737 GS738 GS739 GS740 GS741 GS742 GS743 GS744 GS745 GS746 GS747 GS748 GS749 GS750 GS751 GS752 GS753 GS754 JMB001 JMB002 JMB003 JMB004 JMB006 JMB007 JMB008 JMB009 JMB010 JMB011 JMB012 JMB013 JMB014 JMB015 JMB016 JMB017 JMB018 JMB019 JMB020 JMB021 JMB022 JMB023 JMB024 JMB025 JMB026 JMB027 JMB028 JMB029	RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB	-28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.653 -28.655 -28.655 -28.655 -28.655 -28.655 -28.655 -28.655 -28.655 -28.655 -28.655 -28.657 -28.657 -28.661 -28.661 -28.661 -28.661 -28.660 -28.660 -28.660 -28.660 -28.660 -28.660 -28.653 -28.653 -28.653 -28.653 -28.691 -28.690 -28.689 -28.689 -28.693 -28.693 -28.693 -28.693 -28.693 -28.693 -28.693 -28.691 -28.691 -28.691 -28.691 -28.691 -28.691 -28.691 -28.689 -28.689 -28.689 -28.689 -28.689 -28.689 -28.688 -28.688 -28.688 -28.688	122.362 122.362 122.363 122.363 122.363 122.363 122.364 122.360 122.360 122.361 122.361 122.361 122.361 122.362 122.362 122.362 122.362 122.363 122.361 122.361 122.361 122.362 122.362 122.362 122.361 122.361 122.361 122.362 122.362 122.362 122.359 122.359 122.359 122.360 122.360 122.360 122.360 122.360 122.355 122.356 122.358 122.359 122.360 122.361 122.362 122.355 122.357 122.358 122.359 122.360 122.361 122.362 122.354 122.355 122.357 122.358 122.359 122.360 122.353 122.354 122.356 122.357	50 60 60 60 60 60 54 60 50 50 60 50 60 72 60 60 36 60 24 24 60 68 60 50 50 50 60 60 60 60 50 50 50 48 100 94 89 64 70 52 47 80 47 93 116 70 31 26 122 72 129 124 73 34 41 83 89 124 53 69 82 40	270 270 0 0 0 0 0 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 180 180 180 180 180 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270	-60 -60 -90 -90 -90 -90 -90 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60	Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd

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Hole ID*	Type	Lat.	Long.	Total depth(m)	Azimuth	Dip	Company
JMB030 JMB031 JMB032 JMB033 JMB034 JMB035 JMB036 JMB037 JMB038 JMB039 JMB040 JMB041 JMB042 JMB043 JMB044 JMB045 SRC001 SRC002 SSAC001 SSAC002 SSAC003 SSAC004 SSAC005 SSAC006 SSAC007 SSAC008 SSAC009 SSAC010 SSAC011 SSAC012 SSAC013 SSAC014 SSAC015 SSAC016 SSAC017 SSAC018 SSAC019 SSAC020 SSAC021 SSAC022 SSB050 SSB051 BGB030 BGB031 BGB032 BGB033 BGB034 BGB035 BGB036 BGB037 BGB038 BGB039 BGB040 BGB041 BGB042 BGB043 BGB044 BGB045 BGB046 BGB047 BGB048 BGB049	RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RC RC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB	-28.688 -28.688 -28.695 -28.695 -28.695 -28.695 -28.695 -28.695 -28.695 -28.695 -28.698 -28.698 -28.698 -28.698 -28.698 -28.695 -28.646 -28.646 -28.646 -28.646 -28.646 -28.646 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.644 -28.644 -28.644 -28.644 -28.644 -28.646 -28.646 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.649 -28.638 -28.638	122.358 122.359 122.354 122.355 122.356 122.358 122.359 122.360 122.361 122.362 122.363 122.364 122.365 122.366 122.367 122.355 122.358 122.358 122.359 122.358 122.358 122.357 122.360 122.359 122.358 122.357 122.357 122.356 122.359 122.359 122.358 122.358 122.358 122.357 122.357 122.359 122.359 122.358 122.357 122.357 122.361 122.360 122.334 122.334 122.334 122.334 122.334 122.333 122.333 122.333 122.333 122.333 122.333 122.333 122.332 122.332 122.332 122.332 122.332 122.332 122.336 122.336	34 41 17 33 46 59 41 64 76 121 130 130 72 22 75 41 124 76 87 70 56 80 69 63 78 65 93 81 43 75 57 36 84 66 83 72 99 93 78 74 78 78 30 30 30 33 30 32 31 30 30 30 30 30 36 30 30 33 37 45 106 90	270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270	-60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60	Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL

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Hole ID*	Type	Lat.	Long.	Total depth(m)	Azimuth	Dip	Company
BGB050 BGB051 BGB052 BGB053 BGB054 BGB055 BGB056 BGB057 BGB058 BGB059 BGB060 BGRC042 BGRC043 SSB052 SSB053 SSB054 SSB055 SSB056 SSB057 SSB058 SSB059 SSB060 SSB061 SRC001 SRC002 SSAC001 SSAC002 SSAC003 SSAC004 SSAC005 SSAC006 SSAC007 SSAC008 SSAC009 SSAC010 SSAC011 SSAC012 SSAC013 SSAC014 SSAC015 SSAC016 SSAC017 SSAC018 SSAC019 SSAC020 SSAC021 SSAC022 SSB050 SSB051 SSB001 SSB002 SSB003 SSB004 SSB005 SSB006 SSB007 SSB008 SSB009 SSB010 SSB011 SSB012 SSB013	RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RC RC RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RC RC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB	-28.638 -28.638 -28.638 -28.638 -28.638 -28.638 -28.638 -28.638 -28.638 -28.638 -28.649 -28.649 -28.649 -28.651 -28.651 -28.651 -28.651 -28.651 -28.651 -28.651 -28.651 -28.651 -28.651 -28.646 -28.646 -28.646 -28.646 -28.646 -28.646 -28.641 -28.641 -28.641 -28.641 -28.641 -28.641 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.648 -28.644 -28.644 -28.644 -28.644 -28.644 -28.646 -28.646 -28.672 -28.672 -28.672 -28.672 -28.672 -28.672 -28.672 -28.672 -28.672 -28.672 -28.672 -28.665 -28.665	122.335 122.335 122.335 122.334 122.334 122.334 122.333 122.333 122.333 122.333 122.333 122.334 122.334 122.336 122.336 122.335 122.335 122.335 122.335 122.335 122.335 122.335 122.334 122.358 122.358 122.359 122.358 122.358 122.357 122.360 122.359 122.358 122.357 122.357 122.356 122.359 122.359 122.358 122.358 122.358 122.357 122.357 122.359 122.359 122.358 122.357 122.357 122.361 122.360 122.344 122.345 122.344 122.344 122.344 122.343 122.343 122.343 122.343 122.343 122.342 122.344 122.344	53 88 68 70 51 64 56 48 64 42 44 50 88 33 34 30 30 32 31 30 33 33 42 124 76 87 70 56 80 69 63 78 65 93 81 43 75 57 36 84 66 83 72 99 93 78 74 78 78 50 40 48 40 57 40 40 45 40 40 45 42 42	270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 270 270 270 270 270 270 270 270 270 270 270 270 270	-60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60	Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources Ltd Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL

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Hole ID*	Type	Lat.	Long.	Total depth(m)	Azimuth	Dip	Company
SSB014 SSB015 SSB016 SSB017 SSB018 SSB019 SSB020 SSB021 SSB022 SSB023 SSB024 SSB025 SSB026 SSB027 SSB028 SSB029 SSB030 SSB031 SSB032 SSB033 SSB034 SSB035 SSB036 SSB037 SSB038 SSB039 SSB040 SSB041 SSB042 SSB043 SSB044 SSB045 SSB046 SSB047 SSB048 SSB049 SS001 SS003 SS004 MJB131 MJB132 MJB133 MJB134 MJB135 MJB136 MJB137 MJB171 MJB172 MJB173 MJB174 MJB175 MJB176 MJB177 MJB178 MJB179 MJB180 MJB181 MJB182 MJB183 MJB184 MJB185 MJB186	RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RC RC RC RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB	-28.665 -28.665 -28.665 -28.665 -28.665 -28.665 -28.665 -28.654 -28.654 -28.654 -28.654 -28.654 -28.654 -28.654 -28.654 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.652 -28.647 -28.647 -28.647 -28.647 -28.647 -28.647 -28.647 -28.677 -28.676 -28.676 -28.736 -28.736 -28.736 -28.736 -28.736 -28.736 -28.736 -28.706 -28.706 -28.706 -28.706 -28.706 -28.706 -28.706 -28.706 -28.706 -28.714 -28.714 -28.714 -28.721 -28.721 -28.721 -28.721	122.343 122.343 122.343 122.343 122.343 122.342 122.342 122.343 122.343 122.343 122.342 122.342 122.342 122.341 122.341 122.340 122.340 122.339 122.339 122.339 122.339 122.339 122.338 122.338 122.338 122.338 122.337 122.337 122.337 122.345 122.345 122.344 122.344 122.344 122.343 122.343 122.341 122.342 122.342 122.349 122.350 122.351 122.352 122.353 122.353 122.354 122.357 122.357 122.356 122.355 122.354 122.353 122.352 122.352 122.351 122.357 122.356 122.355 122.357 122.356 122.356 122.355	39 39 42 42 39 42 40 35 34 37 78 53 50 48 51 32 36 45 49 43 52 51 40 51 53 45 42 22 18 54 75 81 67 45 39 73 50 50 74 12 15 15 15 15 12 15 48 21 21 9 24 15 18 15 15 12 15 15 18 15 7 6	270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 270 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0	-60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90	Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Classic Minerals Ltd Classic Minerals Ltd Classic Minerals Ltd Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL

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Hole ID*	Type	Lat.	Long.	Total depth(m)	Azimuth	Dip	Company
MJB187 MJB188 MJB189 MJB190 MJB191 MJB271 MJB272 MJB273 MJB274 MJB275 MJB276 MJB277 MJB278 MJB279	RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB	-28.720 -28.720 -28.721 -28.721 -28.721 -28.708 -28.708 -28.708 -28.708 -28.708 -28.708 -28.708 -28.708 -28.708	122.354 122.353 122.352 122.351 122.351 122.357 122.356 122.355 122.354 122.354 122.353 122.352 122.351 122.350	9 12 12 15 9 21 21 12 18 18 18 18 18 21	0 0 0 0 0 0 0 0 0 0 0 0 0 0	-90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90	Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL Metex Resources NL

Vacuum holes are considered immaterial and have been excluded from this list for practical reporting reasons.

Appendix D Laverton project drilling results

Hole ID*	From (m)	To (m)	Interval (m)	Gold (g/t)^
BGB033 SSB047 SSAC003	21 21 53	28 25 54	7 4 1	15.95 1.55 1.46

Only significant intercepts (>1 g/t gold) are included for practical reporting reasons.

Appendix E Kiwirrkurra project historical drilling collars

Hole ID	Type	Datum	East	North	RL	Total depth(m)	Company
LRB0001 LRB0002 LRB0003 LRB0004 LRB0005 LRB0006 LRB0007 LRB0008 LRB0009 LRB0016 LRB0017 LRB0018 LRB0020 LRB0021 LRB0022 LRB0023 LRB0024 LRB0025 LRB0026 LRB0027 LRB0028 LRB0029 LRB0041 LRB0042 LRB0043 LRB0046 LRB0047 LRB0048 LRB0049 LRB0050 LRB0051 LRB0052 LRB0053 LRB0054	AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC	MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52	440752 438022 437516 436989 436978 437493 437621 437988 438418 440506 441006 441002 441511 441486 441997 441981 441989 442492 442508 442523 442999 442984 438467 437983 437484 437063 437006 436987 436996 437020 437075 437473 437942 438472	7461885 7462506 7462486 7462456 7462043 7462069 7462126 7462044 7462043 7461510 7461188 7461509 7461493 7461124 7461128 7461498 7461876 7461893 7461514 7461094 7461099 7461492 7463494 7463497 7463515 7463488 7463021 7462854 7463167 7463391 7463612 7462991 7463058 7463004	418 419 415 416 416 418 417 416 416 417 420 418 422 422 423 422 420 419 420 422 420 419 414 414 416 415 415 418 415 416 415 416 413 415	6 6 7 4 4 4 6 3 33 15 7 3 5 2 2 2 34 42 3 6 4 32 13 12 26 31 13 10 10 6 32 13 12 41	Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro

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Hole ID	Type	Datum	East	North	RL	Total depth(m)	Company
LRB0121 LRB0146 LRB0147 LRB0148 LRB0159 LRB0160 LRB0161 LRB0162 LRB0187 LRB0203 LRB0204 LRB0205 LRB0206 LRB0207 LRB0208 LRB0217 LRB0218 MWA601 MWA602 MWA603 MWA604 MWA605 MWA606 MWA607 MWA608 MWA609 MWA610 MWA621 MWA622 MWA623 MWA624 MWA625* MWA626 MWA627 MWA628 MWA629 MWA630 MWA631 MWA632 MWA633 MWA634 MWA635 MWA636 MWA637 MWA638 MWA639 MWA640 MWA641 MWA642 MWA643 MWA644 MWA645 MWA646 MWA647 MWA648 MWA649 MWA650 MWA651 MWA652 MWA653 MWA654 MWA655 MWA656 MWA657 MWA658 MWA659 MWA660 MWA661 MWA662 MWA663	AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC	MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52	443500 444004 444498 445077 444992 444508 443974 443537 456450 454248 454480 455153 455212 456037 456574 456672 454482 430800 430800 430800 430800 430800 430800 430800 430800 430800 430800 431800 431800 431800 431800 431800 431800 431800 431933.5 431800 431800 431800 431800 431800 431800 431800 431800 431800 433500 433500 433500 433500 433500 433500 433400 433500 433500 433500 433500 433500 433500 433500 433500 433400 433400 433400 433400 433400 433400 433400 433400 433400 433400 433400	7461895 7461500 7461500 7461349 7460980 7460993 7461077 7461071 7461920 7461057 7460771 7460882 7460876 7460668 7460573 7461168 7461564 7460050 7460100 7460150 7460200 7460250 7460300 7460350 7460400 7460500 7460600 7461200 7461250 7461300 7461350 7461400 7461450 7461500 7461717 7461600 7462200 7462150 7462100 7462050 7462000 7461950 7461900 7461850 7463700 7463800 7463900 7464000 7464050 7464200 7461650 7464400 7464500 7464600 7464700 7464800 7464900 7465000 7465100 7462200 7462150 7462100 7462050 7462000 7461950 7461900 7461850 7461800 7461750 7461700	415 415 413 413 415 415 418 417 398 401 399 399 399 401 399 400 399 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435	12 53 48 47 60 39 40 4 10 24 60 12 60 45 41 55 60 2 2 3 2 2 2 3 3 3 3 3 3 3 4 6 6 6 5 5 3 3 3 3 4 5 5 5 3 3 3 3 2 2 3 6 2 3 2 3 3 3 4 3 3 3 3 3 3 4 3 3 3 3	Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Toro Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold

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Hole ID	Type	Datum	East	North	RL	Total depth(m)	Company
MWA664 MWA665 MWA666 MWA667 MWA668 MWA669 MWA670 MWA671 MWA672 MWA673 MWA674 MWA675 MWA676 MWA677 MWA678 MWA679 MWA680 MWA681 MWA682 MWA683 MWAC006 MWAC007 MWAC008 MWAC009 MWAC010 MWAC011 MWAC012 MWAC013 MWAC014 MWAC015 MWAC019 MWAC020 MWAC037 MWAC038 MWAC039 MWAC040 MWAC057 MWAC058 MWAC059 MWAC060 MWAC093 MWAC094 MWAC096 MWAC097 MWAC098 MWAC099 MWAC100 MWAC101 MWAC102 MWAC103 MWAC104 MWAC139 MWAC140 MWAC141 MWAC142 MWAC143 MWAC144 MWAC145 MWAC146 MWAC155 MWAC156 MWAC157 MWAC158 MWAC168 MWAC169 MWAC170 MWAC171 MWAC190 MWAC195 MWAC196	AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC	MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52	433533.5 433400 433400 433400 433400 433400 433400 433400 433400 435200 435200 435200 435200 435200 435200 433200 435200 435200 435200 435200 462003 461998 462018 461003 460994 461014 460004 460009 459996 460001 459000 457997 455010 455000 455004 455003 456007 455998 456999 456997 458999 457999 459000 458003 457005 456007 455993 456998 458004 459044 459982 453997 453998 453998 454003 453002 453003 453004 453002 452002 452003 451002 451004 450001 449999 449002 449002 435003 434600 435098	7461817 7461600 7461550 7461500 7461450 7461400 7461350 7461300 7461250 7460900 7460950 7461000 7461100 7461200 7461300 7461400 7461500 7461600 7461700 7461800 7454005 7452992 7451997 7452000 7453003 7453995 7455000 7454006 7453003 7452006 7454820 7454981 7457009 7458003 7459002 7460007 7460007 7459001 7459050 7460004 7457000 7457009 7457838 7458001 7457999 7458001 7456994 7456876 7455998 7456000 7456001 7457001 7457997 7458999 7459999 7459995 7459000 7458003 7457004 7458998 7459999 7459999 7459001 7458990 7460001 7460000 7459003 7460080 7462698 7462699	435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 408 409 408 409 406 407 408 409 410 411 402 404 405 402 401 399 398 398 402 400 404 402 404 400 401 400 401 402 403 401 404 405 399 399 395 397 399 399 405 402 400 402 397 403 399 405 405 422 419 415	3 3 3 4 3 5 5 5 5 4 4 4 4 5 4 5 5 6 7 6 5 9 6 6 6 6 6 6 6 6 8 6 12 12 11 11 7 21 6 9 7 7 9 9 6 8 21 12 9 9 9 18 21 15 15 12 18 21 15 12 21 24 16 12 24 9 6 4 4 13	Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Gold Aurora Aurora Ashburton Ashburton Aurora Aurora Aurora Aurora Aurora Ashburton Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Ashburton Ashburton Ashburton

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Hole ID	Type	Datum	East	North	RL	Total depth(m)	Company
MWAC197 MWAC198 MWR001 MWR002 MWR003 MWR004 MWR005 MWR006 MWR007 MWR008 MWR009 MWRC001 MWRC002 MWRC003 MWRC004 MWRC005 MWRC006 MWRC007 MWRC008 MWRC009 MWRC010 MWRC011 MWRC012 MWRC013 MWRC014 MWRC015 MWRC016 MWRC017 MWRC018 PKAC001 PKAC002 PKAC003 PKAC004 PKAC005 PKAC006 PKAC007 PKAC008 PKAC009 PKAC010 PKAC011 PKAC012 PKAC013 PKAC014 PKAC015 PKAC016 PKAC017 PKAC018 PKAC019 PKAC020 PKAC021 PKAC022 PKAC023 PKAC024 PKAC025 PKAC026 PKAC027 PKAC028 PKAC029 PKAC030 PKAC031 PKC001 PKC002 PKC003 PKC004 PKC005 PKC006 PKC007 PKC008 PKC009 PKC010	AC AC RAB RAB RAB RAB RAB RAB RAB RAB RAB RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC RC RC RC RC RC RC RC RC RC RC	MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52	435594 436103 432333.5 432839.5 432848.5 434333.5 434333.5 434833.5 434833.5 437883.5 437883.5 431800 431800 431800 431800 431800 431800 431800 431800 431080 431800 431800 432200 432200 432800 432800 432800 433320 433280 433989 434047 434098 434153 434200 433947 433949 433951 433951 433951 434157 434153 434149 434150 434152 433807 433794 433643 433643 433645 433645 433635 433653 433660 433649 433648 433653 433810 433804 433802 433480 433005 433505 433498 432905 432904 433501 430944 430966 431700 431705	7462698 7462716 7461967 7461920 7461707 7460967 7461067 7460967 7460867 7460067 7460167 7462200 7462000 7461985 7462195 7462180 7462165 7462115 7462100 7462050 7462025 7462225 7461900 7461850 7461740 7461710 7461510 7462340 7462340 7462387 7462396 7462395 7462401 7462399 7462153 7462196 7462248 7462296 7462383 7462653 7462605 7462557 7462503 7462451 7462443 7462400 7462560 7462613 7462656 7462704 7462505 7462451 7462416 7462264 7462307 7462345 7462212 7462252 7462301 7462484 7462070 7462505 7462546 7462069 7462101 7462507 7463860 7463879 7463387 7463410	415 413 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 435 421 422 422 420 418 423 422 424 427 426 425 425 425 425 425 425 425 425 425 425 425 425 425 425 425 425 425 425 425 425 425 426 435 436 430 432 433 444 443 444 443	9 7 59 14 29 10 8 8 11 11 13 6 29 11 23 19 7 8 9 50 56 50 32 24 17 14 19 50 52 18 11 5 5 6 6 6 6 7 6 12 3 5 7 5 3 3 3 5 3 4 5 5 4 5 12 4 10 9 12 2 205 100 205 205 205 71 72 149 106 136	Ashburton Ashburton Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Aurora Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton

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Hole ID	Type	Datum	East	North	RL	Total depth(m)	Company
PKC011 PKC012 PKC013 PKC014 PKC015 PKC017 PKC018 PKC019 PKC020 PKC021 PKC022 PKC023 PKC024 PKC025 PKC026 PKC027 PKC028 PKC029 PKCD001 PKCD016 PKHRCO1 PKHRCO2	RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC/DDH RC/DDH RC RC	MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52 MGA94_52	432523 433005 433800 433005 432505 433099 433300 432503 431477 433949 433801 433315 433951 432511 433952 433947 430773 430900 433005 433800 432330 433320	7460880 7462010 7462160 7461925 7462075 7462234 7462202 7462271 7462761 7462460 7462480 7462721 7462411 7462400 7462198 7462257 7464095 7463996 7462070 7462050 7461600 7462300	425 441 435 439 434 440 430 440 440 430 430 438 430 450 423 427 439 441 426 435 500 500	142 197 202 100 202 299 250 250 299 221 220 200 299 250 349 349 246 179 214 124 142 150	Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton Ashburton BHP BHP

Appendix F

Kiwirrkurra project drilling results

Hole ID	From(m)	To(m)	Interval(m)	*Copper(%) **
PKAC002 PKAC009 PKAC030 PKC002 incl. PKC003 incl. PKC004 PKC004 PKC004 PKC004 incl. PKC004 PKC005 PKC005 incl. PKC007 incl. PKC008 incl. PKC008 incl. PKC012 PKC013 PKC013 PKC016 PKC017 PKC017 incl. PKC019 PKC021 incl. PKC022 incl. PKC022 incl. PKC023 incl.	1 4 2 10 30 132 150 36 58 128 154 156 196 104 124 124 24 36 76 78 106 106 122 0 42 46 74 130 140 190 96 8 48 82 94 106 138 188 74 76 96	11 7 10 60 40 190 168 46 80 132 166 162 204 110 152 130 70 66 94 92 112 110 126 10 114 58 112 290 150 208 134 116 56 106 118 112 206 204 106 80 106	10 3 8 50 10 58 18 10 22 4 12 6 8 6 28 6 46 30 18 14 6 4 4 10 72 12 38 160 10 18 38 108 8 24 24 6 68 16 32 4 10	0.33 0.21 0.17 0.2 0.75 0.24 0.54 0.21 0.1 0.12 0.54 0.89 0.12 0.13 0.29 1.01 0.37 0.52 0.57 0.67 0.35 0.48 0.1 0.1 0.11 0.11 0.18 0.13 0.3 0.34 0.1 0.18 0.28 0.43 0.19 0.49 0.22 0.45 0.46 0.75 0.95

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Hole ID	From(m)	To(m)	Interval(m)	*Copper(%) **
PKC024 incl. PKC026 incl. PKC026 incl. PKC026 incl. PKC027 PKC027 PKC027 incl. PKC027 incl. PKC028 PKCD001 incl. PKCD016 PKCD016 incl.	4 26 152 158 164 190 258 260 326 334 20 54 162 180 210 254 286 26 204.4 204.4 59 75 75 85	250 74 184 196 170 194 284 282 349 340 24 66 240 190 236 349 306 30 213 212 63 94 78 92	246 48 32 38 6 4 26 22 23 6 4 12 78 10 26 95 20 4 8.6 7.6 4 19 3 7	0.22 0.33 0.65 0.2 0.34 0.76 0.3 0.34 0.2 0.29 0.12 0.11 0.26 0.47 0.45 0.15 0.33 0.1 0.33 0.36 0.22 0.2 0.33 0.27

Significant intervals on E80/5241 using a cut-off grade of 0.05% copper and maximum consecutive internal waste of 10 m.

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Appendix G JORC Code Table 1 –South Telfer project

SECTION 1 SAMPLING TECHNIQUES AND DATA

Drilling and sampling results reported in this report refer to results taken from exploration reports lodged by previous explorers over the prospects which are available on the West Australian Geological Survey WAMEX online database. Details refer to the specific WAMEX reports.

Criteria	JORC Code explanation	Commentary
Sampling techniques	Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down-hole gamma sondes, or handheld XRF instruments, etc.). These examples should not be taken as limiting the broad meaning of sampling.	• All drilling data is from historical drilling undertaken by Newcrest in the late 1990s and 2000s. • Sampling techniques vary between the different drilling campaigns and information has been taken from open file reports. • Aircore, reverse circulation, rotary air blast and diamond drilling techniques were used. • Specific details are typically not reported, including measures taken to ensure sample representivity. • Sample intervals range from 1 to 3 m, with some 5 m composite samples assayed.
	Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.
	Aspects of the determination of mineralisation that are Material to the Public Report. In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.
Drilling techniques	Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc.) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc.).	• All drilling data is from historical drilling undertaken by Newcrest in the late 1990s and 2000s. • Sampling techniques vary between the different drilling campaigns and information has been taken from open file reports. • Aircore, reverse circulation, rotary air blast and diamond drilling techniques were used. Details of the core diameter and drill bits are not available. • Drillholes are inclined and vertical. Details of core orientation are not available.

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Criteria	JORC Code explanation	Commentary
Drill sample recovery	Method of recording and assessing core and chip sample recoveries and results assessed.	• All drilling data is from historical drilling undertaken by Newcrest in the late 1990s and 2000s. • Sampling techniques vary between the different drilling campaigns and information has been taken from open file reports. • Some drilling campaigns recorded sample recovery. Some DDH logs record areas of poor recovery and no apparent bias to mineralised zones was reported.
	Measures taken to maximise sample recovery and ensure representative nature of the samples.
	Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.
Logging	Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.	• All drilling data is from historical drilling undertaken by Newcrest in the late 1990s and 2000s. • Sampling techniques vary between the different drilling campaigns and information has been taken from open file reports. • Geological logging was completed on 1 m or 2 m intervals, and detailed logging was undertaken on the diamond core. • A Mineral Resource has not been determined from this drilling data. • Geological logging is generally qualitative in nature.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography.
	The total length and percentage of the relevant intersections logged.
Sub-sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken.	• All drilling data is from historical drilling undertaken by Newcrest in the late 1990s and 2000s. • Sampling techniques vary between the different drilling campaigns and information has been taken from open file reports. • Limited information on sampling techniques is available. • Some RC data is from 4 m composite samples and anomalous zones were resampled at 1 m intervals. Some RC samples were collected on 1 m intervals via a riffle splitter and 1 m wet samples were collected by grab sampling. • Some drill core was slabbed in half with one half sent for assay. Samples ranging in size from 0.78 to 1 m in length collected. Some diamond holes were initially sampled on a 4 m composite basis by filleting with anomalous intervals slabbed in half with one half submitted to the laboratory, sample interval ranged from 0.2 to 2.1 m. • Quality control procedures and data is limited (see below). • Specific details are typically not reported, including measures taken to ensure sample representivity and the appropriateness of sample size. • This is early stage exploration data and a Mineral Resource has not been determined from this drilling data.
	If non-core, whether riffled, tube sampled, rotary split, etc. and whether sampled wet or dry.
	For all sample types, the nature, quality and appropriateness of the sample preparation technique.
	Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.
	Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.
	Whether sample sizes are appropriate to the grain size of the material being sampled.

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Criteria	JORC Code explanation	Commentary
Quality of assay data and laboratory tests	The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.	• All drilling data is from historical drilling undertaken by Newcrest in the late 1990s and 2000s. • Analysis techniques vary between the different drilling campaigns and information has been taken from open file reports. Analysis has been undertaken by Analabs Pty Ltd, AMDEL and Genalysis Laboratory Services. • The following techniques are documented: − Au analysed by method GG309 lower detection limit 0.008 ppm, Cu, Pb, and Zn, as by method GI201 lower detection limit 5ppm. Standard laboratory internal QAQC. No external blanks or standards submitted. − Mineralised intervals analysed for Au, Cu, Pb, As, Zn, Co, Ag, Ni. Laboratory details not provided. − Samples were analysed for Au PM209 lower detection limit 0.01 ppm, Cu (LDL 2ppm),Pb (LDL 5 ppm), Zn (LDL 2 ppm), As (LDL 20 ppm), Co (LDL 5 ppm), Bi (LDL 5ppm), by GOO1 method. Standard internal laboratory control, external standards and blanks submitted. − Au analysed B/ETA (1 ppb LDL), Cu (1 ppm LDL), As (5 ppm LDL), Pb (1 ppm LDL), Bi (1 ppm LDL) analysed by AAS after aqua regia digestion. Anomalous composite samples were analysed for gold only by B/AAS (0.01 ppm LDL). − Au 50 g fire assay, (AAS) Cu, Pb, Zn, Fe perchloric acid digestion determination by AAS. Co, As, Bi, W by A/MS. − Au 50 g fire assay (AAS) Cu, Pb, Zn, Co, As, Bi perchloric acid digestion determination by AAS. − Fillet drill core samples were analysed for Au, Cu, Pb, Zn, As, Na, Co, K, Fe, Bi, Mn, S, W, Sn, U. Half core samples were analysed for Au, Cu, Pb, Zn, Co, As, Mn, Ag. − Composite samples analysed by aqua regia digest Au (1 ppb) Cu, Pb, As, Bi. 1 m resamples analysed for Au only. − Composite samples analysed for Au (1 ppb) B/ETA As (10 ppm), Bi (2 ppm), Cu (1 ppm), Pb (1 ppm) by B/AAS − Au by B/ETA (1ppb), Bi (5 ppm),Te (5 ppm), W (5 ppm) by AT/EOES, As (5 ppm), Co (1 ppm), Cu (1 ppm), K (20 ppm), Mo (2 ppm), Na (20 ppm), Ni (1 ppm), Pb (5 ppm), S (10 ppm) Sn (10 ppm), Zn(1 ppm) by AT/EOS. - Au by fire assay, As, Bi, Ca, Cu, Co, Mg, Mo, Na, Ni, Pb, S, Sb, Sn, W, Zn by ICP.
	For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.
	Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	• All drilling data is from historical drilling undertaken by Newcrest in the late 1990s and 2000s. • Original drill logs and assay reports reviewed by Rincon where available. • Where available digital files in standard WAMEX reporting format have been used for database compilation • The drilling is at an early exploration stage only and no twinned holes have been completed. • Assay data has not been adjusted.
	The use of twinned holes.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.
	Discuss any adjustment to assay data.
Location of data points	Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.	• All drilling data is from historical drilling undertaken by Newcrest in the late 1990s and 2000s. • Early holes were drilled on local grid, accuracy unknown. Transformed to National Grid using plans provided in report accuracy estimated to be +/- 20 m. • Some drillholes were drilled on Grace 76 local grid and transformed to AMG_51 datum. No topographic control. • A few drill hole collars were surveyed by mine surveyor to AMG_51 datum. • Later holes were drilled on local grid, collar position surveyed by GPS, accuracy ~1 m down hole surveys by Eastman camera on 50 m intervals no topographic control.
	Specification of the grid system used.
	Quality and adequacy of topographic control.

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Criteria	JORC Code explanation	Commentary
		• The drillingis at an earlyexploration stage and accuracyis sufficient for exploration targeting.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	• All drilling data is from historical drilling undertaken by Newcrest in the late 1990s and 2000s. • This is early stage exploration data and a regular grid has not been used. The drill spacing is suitable for reconnaissance programmes. • Drilling is at an exploration stage and the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation is not relevant. A Mineral Resource has not been determined from this drilling data. • 4 m composite samples were assayed and anomalous zones were resampled at 1 m intervals.
	Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied
	Whether sample compositing has been applied.
Orientation of data in relation to geological structure	Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.	• Holes were typically drilled on a local grid orientated perpendicular to stratigraphy and the main structure.
	If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.
Sample security	The measures taken to ensure sample security.	• No measures taken to ensure sample security have been documented.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	• No audits or reviews of sampling techniques and data have been documented.

SECTION 2 REPORTING OF EXPLORATION RESULTS

Criteria	JORC Code explanation	Commentary
Mineral tenement and land tenure status	Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	• The project area comprises six exploration licences and two prospecting licences which cover a total area of approximately 520 km². Rincon Resources Ltd through its wholly owned subsidiary South Telfer Mining Pty Ltd has holds 100% of all licences.
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	• The majority of past exploration work within the project area including drilling, surface sampling; geological mapping has been largely completed by Newcrest Mining Limited and its predecessor Newmont Mining Australia Limited, owners of the Telfer Gold Mine. The reports are available on the West Australian Mines Department WAMEX open

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Criteria	JORC Code explanation	Commentary
		file library. • The Geological Survey of Western Australia and Geoscience Australia has also completed regional geological and geological programs on the Paterson Provence in which the tenements are located which are available to member of thepublic.
Geology	Deposit type, geological setting and style of mineralisation.	• Parallel Range Project, gold-copper mineralisation is hosted by laminated and banded carbonaceous pyritic dolomitic siltstones and micritic dolomite. Intrusive dolerite units are also known to be associated with mineralisation within the sequence. The host rocks are variably contorted and brecciated with intense albite alteration. High grade gold, chalcopyrite, +/-arsenopyrite, +/- pyrite occur as veins which appear linear features and are spaced up to 50 m apart. Based on recent Leapfrog modelling of past work undertaken by Criterion there appears to be ore shoots associated with secondary structures cutting the veins that have a plunge and have not been adequately tested. • South Telfer Project. Two principal targets are being targeted. Stacked reefs associated with domal structure similar to the Telfer Gold-Copper Mine. The second target is gold mineralisation associated with shear zones cross cutting dolerite units intrudingthe sedimentarysequence.
Drillhole Information	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drillholes: • easting and northing of the drillhole collar • elevation or RL (elevation above sea level in metres) of the drillhole collar • dip and azimuth of the hole • down hole length and interception depth hole length.	• Information on past drilling is available in exploration reports mentioned in section 1 and the main report. • The document is only intended to provide a summary of past exploration activity and principal targets identified.
Data aggregation methods	• In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated.	• Results reported have been taken from the exploration reports on the work submitted to the Western Australian Department of Mines, Industry Regulation and Safety. • The South Telfer project is at an exploration stage of assessment and only significant results have been tabulated for practical reasons. The location of these holes and the relationship to other holes (without significant) results are shown in the various diagrams. • Some of the targets are preliminary in nature and results are reported at low detection levels. • No metal equivalent values have been reported.
Relationship between mineralisation widths and intercept lengths	• If the geometry of the mineralisation with respect to the drillhole angle is known, its nature should be reported. • If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g. ‘down hole length, true width not known’).	• All intersections reported are down hole intervals. Most drilling has been planned to drill approximately perpendicular to the regional structures but the project is at an exploration stage of assessment and detailed understanding of the mineralisation is not available.

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Criteria	JORC Code explanation	Commentary
Diagrams	• Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.	• Diagrams are supplied in the main report.
Balanced reporting	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• The report has been prepared to highlight the main targets and positive drill results based on past exploration within the project area. Not all exploration results are shown.
Other substantive exploration data	• Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	• Rincon has not completed any on ground exploration work on the tenement and is relying on exploration data completed by previous tenement holders within the project area. • Exploration work to date has largely been of a preliminary or reconnaissance nature. The company is aware of regional scale aeromagnetic surveys and geological mapping program undertaken by past explorers and has access to versions of the data that is available in reports. Also surface soils and rock chip sampling programs have been undertaken over many parts of the project area. That has not been fully compiled by the company as yet. No work on metallurgical properties of potential gold mineralisation within the project area is known. High arsenic results associated with elevated gold copper grades have been returned in drilling within the Parallel Range Area. At this stage this is not believed to be a major issue as similar metal associations are known to occur in the Telfer orebody
Further work	• The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling).	• The company plans to further test several exploration targets as detailed in the attached report. • Diagrams in the report provide details of the principal targets within the project area based on work of past explorers.

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Appendix H JORC Code Table 1 –Laverton project

SECTION 1 SAMPLING TECHNIQUES AND DATA

Criteria	JORC Code explanation	Commentary
Sampling techniques	Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down-hole gamma sondes, or handheld XRF instruments, etc.). These examples should not be taken as limiting the broad meaning of sampling.	• All drilling data is from historical drilling undertaken by Barrick, Metex Resources Ltd and Classic Minerals in the late 1990s and 2000s. • Sampling techniques vary between the different drilling campaigns and information has been taken from open file reports. • Aircore, reverse circulation, rotary air blast and vacuum drilling techniques were used. • Specific details are typically not reported, including measures taken to ensure sample representivity. • Sample intervals range from 1 to 4 m, with generally initial 4 m composite samples which assayed >0.1 g/t gold re- sampled as single metres. • Handheld auger soil samples were collected (Rincon 2019) from material excavated from 50-70cm depth and sieved to -2.0mm. Approximately ½ kg was sent for analysis.
	Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.
	Aspects of the determination of mineralisation that are Material to the Public Report. In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.
Drilling techniques	Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc.) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc.).	• All drilling data is from historical drilling undertaken by Barrick, Metex Resources Ltd and Classic Minerals in the late 1990s and 2000s. • Sampling techniques vary between the different drilling campaigns and information has been taken from open file reports. • Aircore, reverse circulation, rotary air blast and vacuum drilling techniques were used. • Drillholes are inclined and vertical.
Drill sample recovery	Method of recording and assessing core and chip sample recoveries and results assessed.	• All drilling data is from historical drilling undertaken by Barrick, Metex Resources Ltd and Classic Minerals in the late 1990s and 2000s. • Sampling techniques vary between the different drilling campaigns and information has been taken from open file reports.
	Measures taken to maximise sample recovery and ensure representative nature of the samples.

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Criteria	JORC Code explanation	Commentary
	Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	• Not recorded.
Logging	Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.	• All drilling data is from historical drilling undertaken by Barrick, Metex Resources Ltd and Classic Minerals in the late 1990s and 2000s. • Sampling techniques vary between the different drilling campaigns and information has been taken from open file reports. • Geological logging was completed on 1 m or 2 m intervals. • A Mineral Resource has not been determined from this drilling data. • Geological logging is generally qualitative in nature.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography.
	The total length and percentage of the relevant intersections logged.
Sub-sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken.	• All drilling data is from historical drilling undertaken by Barrick, Metex Resources Ltd and Classic Minerals in the late 1990s and 2000s • Sampling techniques vary between the different drilling campaigns and information has been taken from open file reports. • Limited information on sampling techniques is available. • Some AC, ARB and RC data is from 4 m composite samples and anomalous zones were resampled at 1 m intervals. Some RC samples were collected on 1 m intervals via a riffle splitter and 1 m wet samples were collected by grab sampling. • Quality control procedures and data is limited (see below). • Specific details are typically not reported, including measures taken to ensure sample representivity and the appropriateness of sample size. • This is early stage exploration data and a Mineral Resource has not been determined from this drilling data. • Soil sampling collected by Rincon screened to -2.0m, considered industry standard for this type of sampling.
	If non-core, whether riffled, tube sampled, rotary split, etc. and whether sampled wet or dry.
	For all sample types, the nature, quality and appropriateness of the sample preparation technique.
	Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.
	Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.
	Whether sample sizes are appropriate to the grain size of the material being sampled.
Quality of assay data and laboratory tests	The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.	• All drilling data is from historical drilling undertaken by Barrick, Metex Resources Ltd and Classic Minerals in the late 1990s and 2000s. Samples collected as composite and selected single metres. • Analysis techniques vary between the different drilling campaigns and information has been taken from open file reports. Analysis has been undertaken by Analabs Pty Ltd, Ultratrace, KalAssay and Genalysis Laboratory Services. • The following techniques are documented: `o` Gold determination via Fire Assy (FA50/AAS) to 0.01 ppm LLD by Genalysis laboratories.
	For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make

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Criteria	JORC Code explanation	Commentary
	and model, reading times, calibrations factors applied and their derivation, etc.	`o` Gold determination to 1 ppb LLD Beta/BAAS by Genalysis laboratories. Some As to 1 ppm LLD mentioned but method not reported. Selected samples were analysed for Cu, Pb, Zn, Ni, Co, Cr, Sb, Ba and Bi by Analabs (method not recorded). `o` Gold determination using PAR002 method to 0.2 ppb by Ultratrace laboratories. Elements including As, Cu, Pb, Zn, Ag, Sb, Ni, Cr, Mo and Mn also assayed. `o` Gold determination by Fire Assay to 0.01 ppm LLD using FA40/AAS (KalAssay Laboratory). • Gold determination by Fire Assay (FA50/AAS) to 0.01 ppm LLD. Some ICP/MS or ICP/OES multi-element (ppm) on base of hole selected samples: Ag (0.1), As 1), Ba (0.1), Ca (10), Cr (2), Cu (1), Fe (0.01%), K(20), Mg 920), Mn (1), Mo (0.1), Na (20), Mi (1), Pb (2), Sb (0.05), Te (0.1), V (2), W (0.1), An (1), Li (0.1), Al (20), P (20), S (10), Tl (5), Ce (0.01), Cs (0.05), Hf (0.01), La (0.01), Nb (0.05), Ta (0.01), Th (0,01), Ti (0.1%), Zr (0.1) • Soil Sampling (2019)- Samples were sent to Onsite Laboratories in Victoria and analysed for Au ( 1 ppb LLD- PE05 Method) and multi-element (ICP- Method BM-011) for Ag (0.5 ppm), As (1 ppm), Bi (2 ppm), C0 (2 ppm), Cu (1 ppm), Ni(2ppm),Pb(1ppm),Sb(1ppm),Sn(2ppm),Te(0.1ppm),W(2ppm),Zn(1ppm)
	Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	• All drilling data is from historical drilling undertaken by Barrick, Metex Resources Ltd and Classic Minerals in the late 1990s and 2000s. Samples collected as composite and selected single metres. • Original drill logs and assay reports reviewed by Rincon where available. • Where available digital files in standard WAMEX reporting format have been used for database compilation. • The drilling is at an early exploration stage only and no twinned holes have been completed. • Assay data has not been adjusted.
	The use of twinned holes.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.
	Discuss any adjustment to assay data.
Location of data points	Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.	• All drilling data is from historical drilling undertaken by Barrick, Metex Resources Ltd and Classic Minerals in the late 1990s and 2000s. • Generally, holes were drilled with collar position surveyed by GPS, accuracy ~2 to 5 m with no topographic control. • The drilling is at an early exploration stage and accuracy is sufficient for exploration targeting. • Rincon (2019)Soil samples were located via handheld GPS.
	Specification of the grid system used.
	Quality and adequacy of topographic control.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	• All drilling data is from historical drilling undertaken by Barrick, Metex Resources Ltd and Classic Minerals in the late 1990s and 2000s. • This is early stage exploration data and a regular grid has not been used. The drill spacing is suitable for reconnaissance programmes. • Drilling is at an exploration stage and the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation is not relevant. A Mineral Resource has not been determined from this drilling data. • 4 m composite samples were assayed and anomalous zones were resampled at 1 m intervals.
	Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied
	Whether sample compositing has been applied.
Orientation of data in relation to	Whether the orientation of sampling achieves unbiased sampling of possible structures and the	• Holes were typically drilled perpendicular to stratigraphy and the main structure in later programmes (RC). Early

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Criteria	JORC Code explanation	Commentary
geological structure	extent to which this is known, considering the deposit type.	phase vacuum, RAB or AC drilled vertically on wide spacing and reconnaissance in nature.
	If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.
Sample security	The measures taken to ensure sample security.	• No measures taken to ensure sample security have been documented for historical drilling. • Soil sampling (2019)– Samplesplacedpolyweave bags and secured
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	• No audits or reviews of sampling techniques and data have been documented.
SECTION 2 REPORTING OF EXPLORATION RESULTS
Criteria	JORC Code explanation	Commentary
Mineral tenement and land tenure status	Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	• The project area comprises two exploration licences which cover a total area of approximately 42 km². Rincon Resources Ltd through its wholly owned subsidiary Holding Tenements Pty Ltd has holds 100% of all licences.
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	• The majority of past exploration work within the project area including drilling, surface sampling; geophysical surveys and geological mapping has been largely completed by Metex Resources Limited and Barrack Gold of Australia Limited. The reports are available on the West Australian Mines Department WAMEX open file library. • Classic Minerals Ltd completed limited exploration in 2009.
Geology	Deposit type, geological setting and style of mineralisation.	• The Project is prospective for Archaean-aged structurally controlled mesothermal gold deposits.
Drillhole Information	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drillholes: • easting and northing of the drillhole collar	• Information on past drilling is available in exploration reports mentioned in section 1 and the main report. • The document is only intended to provide a summary of past exploration activity and principal targets identified.

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Criteria	JORC Code explanation	Commentary
	• elevation or RL (elevation above sea level in metres) of the drillhole collar • dip and azimuth of the hole • down hole length and interception depth hole length.
Data aggregation methods	• In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated.	• Results reported have been taken from the exploration reports on the work submitted to the Western Australian Department of Mines, Industry Regulation and Safety. • The Laverton project is at an exploration stage of assessment and only significant results have been tabulated for practical reasons. The location of these holes and the relationship to other holes (without significant) results are shown in the various diagrams. • Some of the targets are preliminary in nature and results are reported at low detection levels. • No metal equivalent values have been reported.
Relationship between mineralisation widths and intercept lengths	• If the geometry of the mineralisation with respect to the drillhole angle is known, its nature should be reported. • If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g. ‘down hole length, true width not known’).	• All intersections reported are down hole intervals. Most drilling has been planned to drill approximately perpendicular to the regional structures but the project is at an exploration stage of assessment and detailed understanding of the mineralisation is not available.
Diagrams	• Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.	• Diagrams are supplied in the main report.
Balanced reporting	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• The report has been prepared to highlight the main targets and positive drill results based on past exploration within the project area. Not all exploration results are shown.
Other substantive exploration data	• Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk _density, _	• Rincon has completed geochemical sampling exploration work on the project, but has not completed drilling. Rincon is relying on exploration data completed by previous tenement holders within the project area. • Exploration work to date has largely been of a preliminary or reconnaissance nature. The company is aware of regional scale aeromagnetic surveys and geological mapping program undertaken by past explorers and has access to versions of the data that is available in reports. Also surface soils and rock chip sampling programs have been undertaken over many parts of theproject area. That has not been fullycompiled bythe companyasyet. No work

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Criteria	JORC Code explanation	Commentary
	groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	on metallurgical properties of potential gold mineralisation within the project area is known.
Further work	• The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling).	• The company plans to further test several exploration targets as detailed in the attached report. • Diagrams in the report provide details of the principal targets within the project area based on work of past explorers.

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Appendix I JORC Code Table 1 –Kiwirrkurra project

SECTION 1 SAMPLING TECHNIQUES AND DATA

Criteria	JORC Code explanation	Commentary
Sampling techniques	Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down-hole gamma sondes, or handheld XRF instruments, etc.). These examples should not be taken as limiting the broad meaning of sampling.	• Historical exploration programs have consisted of aircore (AC), mud rotary, rotary air blast (RAB) geochemistry, reverse circulation (RC) drilling and diamond core drilling. Hole type No. of holes Average depth (m) Total (m) AC 207 10.38 RAB 9 RC 48 RCD 2 • The most recent exploration by Ashburton Minerals (2008 to 2012) involved RC and diamond drilling. RC samples were collected as 2 m composites through a rig-mounted cyclone splitter. Wet samples were sampled by the spear method. Samples were freighted to Quantum Analytical Services (Quantum) in Perth for assay by aqua regia digest and ICP-MS finish for a suite of 18 elements. • No details of the sample preparation are included. • Ashburton Minerals collected several batches of rock chip samples including one batch of 122 selective outcrop rock chip samples from the Pokali prospect which were submitted to Quantum in Welshpool, Perth, for analysis of a suite of 51 elements using an aqua regia digest and ICP-MS finish.
	Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.
	Aspects of the determination of mineralisation that are Material to the Public Report. In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.
Drilling techniques	Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc.) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc.).	• Historical drilling documented by various explorers includes RAB, AC, vacuum, RC and diamond drilling. Limited information on the details of drilling methods completed (bit size etc) are not recorded.
Drill sample recovery	Method of recording and assessing core and chip sample recoveries and results assessed.	• Recovery details for the historical drilling is unknown. • Information regarding sample recovery and bias in unknown. It is recommended to obtain any residual drill core and reviewing historical drill logs for further information regarding the core condition and RC recoveries/wet samples and possible impacts on analysis.
	Measures taken to maximise sample recovery and ensure representative nature of the samples.

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Criteria	JORC Code explanation	Commentary
	Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.
Logging	Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.	• Details of historical logging are unknown. Exploration activities and data are at the early stage and not at the Mineral Resource estimate stage. • Geological logging is largely qualitative in nature in the Ashburton Minerals drilling.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography.
	The total length and percentage of the relevant intersections logged.
Sub-sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken.	• Drill core sampling details are unknown. • RC samples from Ashburton Minerals exploration were collected as 2 m composites through a rig-mounted cyclone splitter. Wet samples were sampled via the spear method. • No documentation has been sighted regarding sample preparation. • No documentation has been sighted by regarding QAQC procedures. • No documentation has been sighted by regarding measures of representative sampling. • No documentation has been sighted by regarding sample size versus grain size.
	If non-core, whether riffled, tube sampled, rotary split, etc. and whether sampled wet or dry.
	For all sample types, the nature, quality and appropriateness of the sample preparation technique.
	Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.
	Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.
	Whether sample sizes are appropriate to the grain size of the material being sampled.
Quality of assay data and laboratory tests	The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.	• RC and rock chip samples from exploration completed by Ashburton Minerals were freighted to Quantum in Perth. Analysis for drilling programs assay was undertaken by aqua regia digest (presumably for Au) (partial) and ICP-MS finish for a suite of 18 elements (total digest). • A total of 122 rock chip samples were for analysed for 51 elements using an aqua regia digest and ICP-MS finish. • The laboratory appeared to cease trading around 2016 and no further information could be obtained regarding the laboratory service provided.
	For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make

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Criteria	JORC Code explanation	Commentary
	and model, reading times, calibrations factors applied and their derivation, etc.	• No record of handheld devices is recorded by previous explorers. • Ashburton Minerals inserted blanks and standards into the drilling programs, however, there are no reports that discuss the results of this work. No other QAQC procedures for other programs were sighted.
	Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	• There is no record of independent checks or verification. • There are no records of twinned holes, though close spaced holes (~30 m) by Ashburton Minerals (PKC005 and PKC007) appear to show close correlation for copper grades. • No record of data collection methodology has been sighted. • No adjustments to assay data were observed.
	The use of twinned holes.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.
	Discuss any adjustment to assay data.
Location of data points	Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.	• There is no record of the methodology or accuracy of collar locations or downhole surveys. The drilling by Ashburton Minerals documents easting and northing in MGA94 zone 54 with no decimal points. This may indicate drill collars were surveyed with a handheld GPS. • Ashburton Minerals location data is MGA94 Zone 54. • Topographic control is unknown.
	Specification of the grid system used.
	Quality and adequacy of topographic control.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	• Data spacing for drilling is variable based on exploration targeting by the various exploration companies. • Data special is not applicable as no resource estimates are quoted. • No record of compositing is noted by in the exploration results released.
	Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied
	Whether sample compositing has been applied.
Orientation of data in relation to geological structure	Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.	• At the current stage of exploration, the orientation of mineralisation is unknown. • At the current stage of exploration, the internal structure to the mineralisation is unknown and therefore whether a bias has been introduced.
	If the relationship between the drilling orientation and the orientation of key mineralised structures is

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Criteria	JORC Code explanation	Commentary
	considered to have introduced a sampling bias, this should be assessed and reported if material.
Sample security	The measures taken to ensure sample security.	• Records of sample security have not been observed.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	• Records of audits conducted by external parties have not been observed.
SECTION 2 REPORTING OF EXPLORATION RESULTS
Criteria	JORC Code explanation	Commentary
Mineral tenement and land tenure status	Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	• The project comprises a single exploration licence, E80/5421, located approximately 1,600 km northeast of Perth proximal to the Northern Territory border. The licence is 100% held and covers 40 graticular blocks (approximately 126.1 km2). No agreements or material issues with third parties, overriding royalties, native title interests, historical sites, wilderness, national park and environmental settings or other encumbrances are present. • All minimum licence conditions have been met and the licence is considered to be in good standing.
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	• Companies that worked on the tenements and in and around the area include: `o` CRA (1994) `o` Aurora/BHP JV (1996 to 1999) `o` BHP (1997 to 1999) `o` WMC (1998) `o` Beadell Resources Ltd/Meteoric Resources JV (2010) `o` Ashburton Minerals (2008 to 2012) `o` Toro Energy (2011 to 2014).
Geology	Deposit type, geological setting and style of mineralisation.	• The Kiwirrkurra Project is situated within the Proterozoic Arunta Province cantered on the Central Australian Suture. Pokali is considered by Ashburton Minerals and other explorers to be an IOCG (iron oxide copper-gold) system. Mineralisation is associated with widespread and intense silicification and magnetite alteration. The system sits at the copper end of the spectrum with little gold present, although gold clearly shows a direct association with copper. By far the most dominant copper-bearing mineral is disseminated to blebby chalcopyrite, with minor amounts of malachite, bornite, and occasional native copper. • Host rocks are a series of metamorphosed sediments and high-Mg volcanics present as a variety of schistose rocks with silica, magnetite and/or biotite overprints. Better copper grades are often associated with intervals of increased pervasive silica alteration. All occurrences of copper mineralisation are within rocks with an elevated magnetic

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Criteria	JORC Code explanation	Commentary
		susceptibility.
Drillhole Information	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drillholes: • easting and northing of the drillhole collar • elevation or RL (elevation above sea level in metres) of the drillhole collar • dip and azimuth of the hole • down hole length and interception depth hole length.	• See tabulation of historical drillholes (Appendix E). • All drillhole data available from WAMEX reports has been tabulated and is appropriate for the level of exploration. • The large size of the downhole survey file precludes including this data in this document. • The large volume of assay data precludes the inclusion of this in this document. It is considered that the compilation of assay data using 0.1% copper cut off is appropriate to reflect the bulk low-moderate grade nature of mineralisation.
Data aggregation methods	• In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated.	• No top cuts have been applied to the assays • The drill intervals have been summarised as historical at various cut-off grades and tabulated. • No metal equivalents have been observed in reports.
Relationship between mineralisation widths and intercept lengths	• If the geometry of the mineralisation with respect to the drillhole angle is known, its nature should be reported. • If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g. ‘down hole length, true width not known’).	• All results are currently reported as downhole intervals without interpretation. • Drilling appears to be at right angles to the general east-west trend of the geology and geophysical trends. • The data available is historical drilling information and no interpretations or statements of orientations is known. All calculations appear to be downhole intervals.
Diagrams	• Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.	• Diagrams are included in the main document.
Balanced reporting	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• Tabulation of all drillholes and maps have been included to provide context of both low and high grades and/or widths to avoid misleading reporting of Exploration Results.

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Criteria	JORC Code explanation	Commentary
Other substantive exploration data	• Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	• Significant geochemical, geophysical, rock chip sampling, geological mapping (limited) and soil sampling programs have been completed and described to varying detail by numerous explorers between 1996 and 2012.
Further work	• The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling).	• Future exploration will be defined by the results of the data compilation and associated targeting from the integrated datasets.

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ANNEXURE B – SOLICITOR’S REPORT ON TENEMENTS

152

4881-03/2506092_10

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3 November 2020

Our Ref: MRH:MAI4881-03 Contact: Matthew Ireland Senior Associate [email protected]

Rincon Resources Limited c/- SmallCap Corporate Pty Ltd Suite 1, 295 Rokeby Road SUBIACO WA 6008

Dear Sirs

SOLICITOR’S REPORT ON TENEMENTS

This Report is prepared for inclusion in a prospectus for the initial public offer of 25,000,000 shares in the capital of Rincon Resources Limited (ACN 628 003 538) ( Company ) at an issue price of $0.20 cents per share to raise $5,000,000 ( Prospectus ). Oversubscriptions of up to an additional 5,000,000 to raise up to an additional $1,000,000 may be accepted.

1. SCOPE

We have been requested to report on the mining tenements in which the Company has an interest (the Tenements ).

The Tenements are located in Western Australia. Details of the Tenements are set out in Annexure I to this Report.

This Report is limited to the Searches (as defined below) set out in Section Error! Reference source not found. of this Report.

2. SEARCHES

For the purposes of this Report, we have conducted searches and made enquiries in respect of the Tenements as follows ( Searches ):

(a) we have obtained mining tenement register searches of the Tenements from the registers maintained by the Western Australian Department of Mines, Industry Regulation and Safety ( DMIRS ) ( Tenement Searches ). These searches were conducted on 14 October 2020. Key details on the status of the Tenements are set out in Annexure I to this Report;
(b) we have obtained results of searches of the schedule of native title applications, register of native title claims, national native title register, register

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of indigenous land use agreements and national land use agreements as maintained by the National Native Title Tribunal ( NNTT ) for any native title claims (registered or unregistered), native title determinations and indigenous land use agreements ( ILUAs ) that overlap or apply to the Tenements. This material was obtained on 14 October 2020. Details of any native title claims (registered or unregistered), native title determinations and ILUAs are set out in Section 5 of this Report and Annexure II to this Report;

(c) we have obtained searches from the online Aboriginal Heritage Enquiry System maintained by the Department of Indigenous Affairs ( DIA ) for any Aboriginal sites registered on the Western Australian Register of Aboriginal sites over the Tenements ( Heritage Searches ). These searches were conducted on 14 October 2020. Details of any Aboriginal Sites are set out in Annexure II to this Report;
(d) we have obtained quick appraisal user searches of Tengraph which is maintained by the DMIRS to obtain details of features or interests affecting the Tenements ( Tengraph Searches ). These searches were conducted on 14 October 2020. Details of any material issues identified from the Tengraph Searches are set out in the notes to Part 1 of this Report; and
(e) we have reviewed all material agreements relating to the Tenements provided to us.

2. OPINION

As a result of our Searches, but subject to the assumptions and qualifications set out in this Report, we are of the view that, as at the date of the relevant Searches this Report provides an accurate statement as to:

(a) Company’s interest

The Company’s interest in the Tenements:

(i) South Telfer Project: the eight Tenements that comprise the South Telfer Project are all 100% owned by South Telfer Mining Pty Ltd ( STM ), which is a wholly owned subsidiary of the Company, meaning the Company has an unencumbered 100% interest in these Tenements;
(ii) Laverton Project: the two Tenements that comprise the Laverton Project are both 100% owned by Holdings Tenements Pty Ltd ( HTPL ). HTPL is a private company which is 100% held by Mr Garry Goyne. Pursuant to the Laverton Acquisition Agreement, the Company has the right to acquire 100% of the issued capital of HTPL, and therefore a 100% legal and beneficial interest in these two Tenements; and
(iii) Kiwirrkurra Project: the Tenement that comprises the Kiwirrkurra Project is 100% owned by Lyza Mining Pty Ltd ( Lyza ). Lyza is a wholly owned subsidiary of the Company, and therefore the Company has an unencumbered 100% interest in these Tenements.
(b) Good standing

The validity and good standing of the Tenements: all tenements are in good standing and validly granted. No deficiencies in rent or expenditure have been noted.

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(c) Third party interests

No significant third-party interests, including encumbrances, in relation to the Tenements have been noted other than native title as set out in this Report.

Many third-party interests are not apparent from the DMIRS Searches and may not have been provided to us (e.g. farm in agreements). This Report is therefore limited in scope and does not purport to identify all third-party interests in the Tenements (refer to the assumption in section 8(c)).

3. DESCRIPTION OF THE TENEMENTS

The Tenements comprise two (2) Prospecting licences and nine (9) exploration licenses granted under the Mining Act 1978 (WA) ( Mining Act ). Annexure I to the Report provides a list of the Tenements. Sections 3.1 and 3.2 below provide a description of the nature and key terms of these types of mining tenements as set out in the Mining Act and potential successor tenements.

3.1 Prospecting licence

(a) Application

A person may lodge an application for a prospecting licence in accordance with the Mining Act. The mining registrar or warden decides whether to grant an application for a prospecting licence. An application for a prospecting licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.

(b) Rights

The holder of a prospecting licence is entitled to enter upon land for the purposes of prospecting for minerals with employees and contractors, and such vehicles, machinery and equipment as may be necessary or expedient.

(c) Term

A prospecting licence has a term of 4 years. Where the prospecting licence was applied for and granted after 10 February 2006, the Minister for Mines and Petroleum ( Minister ) may extend the term by 4 years. A holder is however able to apply for retention status for the prospecting licence, and if granted (as discussed below), enables the prospecting licence to be extended in further terms of 4 years. Where a prospecting licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

(d) Retention status

The holder of a prospecting licence applied for and granted after 10 February 2006 may apply for approval of retention status for the prospecting licence. The Minister may approve the application where there is an identified mineral resource in or under the land the subject of the prospecting licence, but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a program of works or require the holder to apply for a mining lease. The holder of a prospecting licence

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applied for or granted before 10 February 2006 can apply for a retention licence (see below), rather than retention status.

(e) Conditions

Prospecting licences are granted subject to various standard conditions including conditions relating to minimum expenditure, the payment of rent and observance of environmental protection and reporting requirements. These standard conditions are not detailed in Annexure I to this Report. A failure to comply with these conditions or obtain an exemption from compliance may lead to forfeiture of the prospecting licence.

(f) Relinquishment

There is no requirement to relinquish any portion of the prospecting licence.

(g) Priority to apply for a mining lease

The holder of a prospecting licence has priority to apply for a mining lease over any of the land subject to the prospecting licence. An application for a mining lease must be made prior to the expiry of the prospecting licence. The prospecting licence remains in force until the application for the mining lease is determined.

(h) Transfer

There is no restriction on transfer or other dealing in a prospecting licence.

3.2 Exploration Licence

(a) Rights

The holder of an exploration licence is entitled to enter the land for the purposes of exploration for minerals with employees and contractors and such vehicles, machinery and equipment as may be necessary or expedient.

(b) Term

An exploration licence has a term of 5 years from the date of grant. The Minister may extend the term by a further period of 5 years followed by a further period or periods of 2 years.

(c) Retention status

The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Minister may approve the application where there is an identified mineral resource in or under the land the subject of the exploration licence, but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease.

(d) Conditions

Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of

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prescribed rent and royalties and observance of environmental protection and reporting requirements. These standard conditions are not detailed in Annexure I to this Report. A failure to comply with these conditions or obtain an exemption from compliance may lead to forfeiture of the exploration licence.

(e) Relinquishment

The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year. A failure to lodge the required partial surrender could render the tenement liable for forfeiture.

(f) Priority to apply for mining lease

The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to the expiry of the exploration licence. The exploration licence remains in force until the application for the mining lease is determined.

(g) Transfer

No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister. Thereafter, there is no restriction on transfer or other dealings.

4. ABORIGINAL HERITAGE

There are areas or objects of Aboriginal heritage located on the Tenements which were identified from the Heritage Searches (as noted in Annexure II to this Report). Aboriginal sites were identified from the Heritage Searches (as noted in Annexure II to this Report).

Under Aboriginal heritage agreements parties holding an interest in a tenement (whether title or mineral rights only) may dispose of any or all of its rights with respect to their interest in the tenement, but must first procure an executed deed of assumption in favour of the relevant native title group by which the assignee (purchaser) agrees to be bound by the provisions of the heritage agreement and to assume, observe and perform the obligations of the assignor (vendor) under the heritage agreement insofar as they relate to the interest being acquired by the assignee (purchaser). In the case of the Company such an assumption would be restricted to the obligations relating to the mineral rights (excluding iron ore) on the Tenements.

As heritage agreements relate to the process of ‘clearing’ areas of land on tenements in order to conduct exploration activities it is possible a purchaser may rely on surveys previously completed by a vendor where it wishes to conduct activities on areas within tenements previously cleared of heritage sites without the requirements to repeat the process and incur additional costs.

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4.1 Commonwealth legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) ( Commonwealth Heritage Act ) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

4.2 Western Australian legislation

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons (whether or not they are recorded on the register or otherwise known to the Register of Aboriginal Sites, DIA or the Aboriginal Cultural Material Committee).

The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is no requirement for a site to be registered. The WA Heritage Act protects all registered and unregistered sites.

5. NATIVE TITLE

5.1 Introduction

This section of the Report examines the effect of native title on the Tenements.

The existence of native title rights held by indigenous Australians was first recognised in Australia in 1992 by the High Court in the case Mabo v. Queensland (no.2) (1992) 175 CLR 1 ( Mabo no.2 ).

The High Court in Mabo no. 2 held that certain land tenure existing as at the date of that case, including mining tenements, where granted or renewed without due regard to native title rights, were invalid. The High Court concluded that:

(a) native title has been wholly extinguished in respect of land the subject of freehold, public works or other previous “exclusive possession” acts; and
(b) native title has been partially extinguished as a result of the grant of “nonexclusive possession” pastoral leases and mining leases, and also as a result of the creation of certain reserves.

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As a result of Mabo no. 2, the Native Title Act 1993 (Cth) ( NTA ) was passed to:

(a) provide a process for indigenous people to lodge claims for native title rights over land, for those claims to be registered by the NNTT and for the Courts to assess native title claims and determine if native title rights exist. Where a Court completes the assessment of a native title claim, it will issue a native title determination that specifies whether or not native title rights exist;
(b) provide (together with associated State legislation) that any land tenures granted or renewed before 1 January 1994 were valid despite Mabo no. 2 ( Past Acts ). This retrospective validation of land tenure was subsequently extended by the NTA to include freehold and certain leasehold (including pastoral leases) granted or renewed before 23 December 1996 ( Intermediate Period Acts ). Broadly speaking, this means that native title is not extinguished, merely suspended, for the duration of the mining tenement; and
(c) provide that an act that may affect native title rights (such as the grant or renewal of a mining tenement) carried out after 23 December 1996 (a Future Act ) must comply with certain requirements for the Future Act to be valid under the NTA. These requirements are called the Future Act Provisions .

5.2 Future Act Provisions

The Future Act Provisions vary depending on the Future Act to be carried out. In the case of the grant of a mining tenement, typically there are four alternatives: the Right to Negotiate, an ILUA, the Infrastructure Process (defined below) and the Expedited Procedure. These are summarised below.

Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the applicant for the tenement and any registered native title claimants and holders of native title rights. The aim is to agree the terms on which the tenement can be granted. The applicant for the tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title. The parties may also agree on conditions that will apply to activities carried out on the tenement (eg in relation to heritage surveys). The classes of conditions typically included in a mining agreement are set out at section 5.3 below.

If agreement is not reached to enable the tenement to be granted, the matter may be referred to arbitration before the NNTT, which has six (6) months to decide whether the State, the applicant for the tenement and any registered native title claimants and holders of native title rights have negotiated in good faith (only if the issue is raised by one of the parties) and then whether the tenement can be granted and if so, on what conditions. The earliest an application for arbitration can be made to the NNTT is six (6) months after the date of notification of commencement of negotiations by the DMIRS.

If the Right to Negotiate procedure is not observed, the grant of the mining tenement will be invalid to the extent (if any) that it affects native title.

ILUAs

An ILUA is a contractual arrangement governed by the NTA. Under the NTA, an ILUA must be negotiated with all registered native title claimants for a relevant area. The State and the applicant for the tenement are usually the other parties to the ILUA.

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An ILUA must set out the terms on which a tenement can be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title in return for the grant of the tenement being approved. These obligations pass to a transferee of the tenement.

Once an ILUA is agreed and registered, it binds the whole native title claimant group and all holders of native title in the area (including future claimants), even though they may not be parties to it.

Infrastructure Process

The NTA establishes a simplified process for the carrying out of a Future Act that is the creation of a right to mine for the sole purpose of the construction of an infrastructure facility ( Infrastructure Process ). The NTA defines infrastructure facility to include a range of transportation, marine, aeronautical, electrical, oil, gas, mineral and communication facilities. In Western Australia, DMIRS applies the Infrastructure Process to two classes of mining tenements:

(a) miscellaneous licences for most purposes under the Mining Regulations 1981 (WA) that but, notably, not for a minesite administration facility or a minesite accommodation facility (both of which are dealt with under the Right to Negotiate) or for a search for groundwater (which is dealt with under the Expedited Procedure); and
(b) most general purpose leases.

The State commences the Infrastructure Process by giving notice of the proposed grant of the tenement to any registered native title claimants or native title holders in relation to the land to be subject to the tenement. Those registered native title claimants or holders have two (2) months after the notification date to object in relation to the effect of the grant of the tenement on any registered or determined native title rights. Any objection is lodged with DMIRS.

If a registered native title claimant or holder objects, the applicant for the tenement must consult with that claimant or holder about:

(a) ways of minimising the effect of the grant of the tenement on any registered or determined native title rights;
(b) if relevant, any access to the land; and
(c) the way in which anything authorised by the tenement may be done.

If the registered native title claimant or holder does not subsequently withdraw their objection, the State is required to ensure that the objection is heard by an independent person (in Western Australia, this is the Chief Magistrate). The independent person must determine whether or not the registered native title claimant or holder’s objection should be upheld or other conditions should be imposed on the tenement.

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Expedited Procedure

The NTA establishes a simplified process for the carrying out of a Future Act that is unlikely to adversely affect native title rights ( Expedited Procedure ). The grant of a tenement can occur under the Expedited Procedure if:

(a) the grant will not interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land;
(b) the grant is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of native title in relation to the land; and
(c) the grant is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

If the State considers the above criteria are satisfied, it commences the Expedited Procedure by giving notice of the proposed grant of the tenement in accordance with the NTA. Persons have until three (3) months after the notification date to take steps to become a registered native title claimant or native title holder in relation to the land to be subject to the tenement.

If there is no objection lodged by a registered native title claimant or a native title holder within four (4) months of the notification date, the State may grant the tenement.

If one or more registered native title claimants or native title holders object within that four (4) month notice period, the NNTT must determine whether the grant is an act attracting the Expedited Procedure. If the NNTT determines that the Expedited Procedure applies, the State may grant the tenement. Otherwise, the Future Act Provisions (e.g. Right to Negotiate or ILUA) must be followed before the tenement can be granted.

The State of Western Australia currently follows a policy of granting mining leases, prospecting licences and exploration licences under the Expedited Procedure where the applicant has entered into a standard Aboriginal heritage agreement with the relevant registered native title claimants and native title holders. The standard Aboriginal heritage agreement provides a framework for the conduct of Aboriginal heritage surveys over the land the subject of a tenement prior to the conducting of ground-disturbing work and conditions that apply to activities carried out within the tenement.

Exception to requirement to comply with Future Act Provisions

The grant of a tenement does not need to comply with the Future Act Provisions if in fact native title has never existed over the land covered by the tenement, or has been validly extinguished prior to the grant of the tenement. We have not undertaken the extensive research needed to determine if in fact native title does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (e.g. in relation to freehold land), the usual practice of the State is to comply with the Future Act Provisions when granting a tenement. This ensures the grant will be valid in the event a court determines that native title rights do exist over the land subject to the tenement.

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Where a tenement has been retrospectively validated or validly granted under the NTA, the rights under the tenement prevail over any inconsistent native title rights.

Application to the Tenements

The following sections of the Report identify:

(a) any native title claims (registered or unregistered), native title determinations and ILUAs in relation to the Tenements: Section 5.3;
(b) any Tenements which have been retrospectively validated under the NTA as being granted before 23 December 1996: Section 5.5);
(c) any Tenements which have been granted after 23 December 1996 and as such will need to have been granted following compliance with the Future Act Provisions to be valid under the NTA. This Report assumes that the Future Act Provisions have been complied with in relation to these Tenements: Section 5.5; and
(d) any Tenements which are yet to be granted and as such may need to be granted in compliance with the Future Act Provisions in order to be valid under the NTA: Section 5.5.

5.3 Native title claims, native title determinations and ILUAs

Our searches indicate that all of the Tenements are within the external boundaries of the native title determinations and claims specified in Annexure II to this Report. All of these claims are registered.

Our searches also returned results for ILUAs in relation to the Tenements owned by STM, as set out in Annexure II to this Report.

Registered native title claimants (and holders of native title under the determinations) are entitled to certain rights under the Future Act Provisions in respect of land in which native title may continue to subsist.

Freehold land

Our searches did not indicate that any of the Tenements are overlapped by freehold land.

Non-freehold land

Native title may continue to subsist in certain parcels of non-freehold land or 'Crown land', including pastoral leases, vacant/unallocated Crown land and certain Crown reserves that were not vested prior to 23 December 1996 and which have not been subsequently developed as public works.

Land access agreements

The Company has entered into two ‘Land Access & Mineral Exploration Agreements’ with the Western Desert Lands Aboriginal Corporation (Jamukurnu-Yapalikunu) in relation to all of the Company’s South Telfer Tenements (comprising E45/5359, E45/5363, E45/5364, E45/4568, E45/5501, P45/2983, E45/4336 and P45/2929).

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These agreements set out the terms and conditions appliable to the Company’s grant of, access to and utilisation of these Tenements, and their obligations in relation to the native title held and owned by the Martu People.

One of the main conditions imposed by these agreements is the requirement for all of the Company’s personnel to hold an access permit prior to entering onto these Tenements.

A mining access permit is required for any mining activity and also covers travelling through such Aboriginal reserves to access mining tenements outside the reserve for the purpose of mining activities.

The land access agreements contain customary provisions relating to compensation and clearance fees. These are confidential, and have not been set out in fell in this Report. These payments are not considered unduly onerous or material in the context of the Company’s operations as a whole.

Native title mining agreement

A typical native title mining agreement would impose obligations on the Company in relation to the matters set out below.

(a) Compensation

The Company would be required to make a number of milestone payments prior to commencement of production (e.g. at signing of the agreement and at decision to mine). The Company would be required to make a payment based on mineral production, which would be likely to be calculated as a percentage of the 'Royalty Value' of the mineral, as defined by the Mining Regulations 1981 (WA). It is currently typical for these payments to be 0.5% of the 'Royalty Value' although they vary by commodity and project. Over the past several years they have ranged between 0.25% and 1%+ of the 'Royalty Value'.

(b) Aboriginal heritage

The Company would be required to give notice prior to any ground-disturbing activities and to conduct an Aboriginal heritage survey through the relevant registered native title claimants prior to doing so. The Company's right to apply to disturb Aboriginal sites under the Aboriginal Heritage Act 1972 (WA) would be subject to, as a minimum, an obligation to consult with the registered native title claimants prior to doing so.

(c) Access

The Company would be required to avoid unreasonably restricting the registered native title claimants' rights of access to the relevant areas.

(d) Environment

The Company would be required to provide copies of all of its environmental approvals to the registered native title claimants. The Company may be required to consider funding the participation of the registered native title claimants in its environmental survey and monitoring processes.

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(e) Training, employment and contracting

The Company would be required to provide certain training, employment and contracting benefits to the registered native title claimants, which may include measures such as funding for Aboriginal scholarships or traineeships, implementation of an Aboriginal training and employment policy and business development assistance for Aboriginal contractors or entities that work with Aboriginal contractors (eg in joint venture arrangements).

(f) Cross-cultural awareness

The Company would be required to ensure that all of its employees and contractors participate in cross-cultural awareness training, which would be likely to be coordinated by the registered native title claimants.

(g) Social impact

The Company may be asked to fund a study into the social impact of its operations, including the social impact on the registered native title claimants.

5.4 Validity of Tenements under the NTA – Native Title Claims

Our Searches indicate that the Tenements are within the external boundaries of the following native title claims, native title determinations and ILUAs:

Native Title Claim	Affected Tenements	Native Title Determination	ILUA
WCD2002/002 (Martu People)	P45/2983 P45/2929 E45/5501 E45/5364 E45/5363 E45/4336	Determined. Native title exists in the entire determination area.	Newcrest Mining Project Area ILUA and Lake Disappointment Project Mining and ILUA
WCD2001/002 (Brown)	E80/5241	Determined. Native title exists in the entire determination area.	Nil
WCD2013/002 (Martu Part B)	E45/5364	Determined. Native title exists in the entire determination area.	Newcrest Mining Project Area ILUA and Lake Disappointment Project Mining and ILUA
WC2019/002 (Nyalpa Pirniku)	E38/3356 E38/2908	Registered Claim. Not yet determined.	Nil

The status of any native title claims, native title determinations and ILUAs is summarised in Annexure II to this Report.

Native title claimants, holders of native title under the determinations and native title

parties under ILUAs are entitled to certain rights under the Future Act Provisions.

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5.5 Validity of Tenements under the NTA – native title regime

The sections below examine the validity of the Tenements under the NTA.

Tenements granted before 1 January 1994 (Past Acts and Intermediate Acts)

Our Searches indicate that none of the Tenements were granted before 23 December 1996.

Tenements granted after 23 December 1996

Our Searches indicate that all the Tenements were granted after 23 December 1996.

We have assumed that these Tenements were granted in accordance with the Future Act Provisions and as such are valid under the NTA.

Tenements renewed after 23 December 1996

Our Searches indicate that none of the Tenements were granted prior to 23 December 1996 and have been renewed after that date.

Renewals of the Tenements will need to comply with the Future Act Provisions in order to be valid under the NTA. The registered native title claimants and holders of native title identified in Section 5.3 of this Report will need to be involved as appropriate under the Future Act Provisions.

6. CROWN LAND AND RESERVES

6.1 Crown Land

As set out in Annexure I to this Report, some of the land the subject of the Tenements overlaps Crown land as set out below.

all of the South Telfer Tenements are 100% overlapped by unallocated Crown land: P45/2983, E45/4336, E45/4568, P45/2929, E45/5359, E45/5363, E45/5364 and E45/5501; and
1.2% of the area of E38/2908 (one of the Tenements comprising the Company’s Laverton Project) is overlapped by unallocated Crown land. The remainder of the area of that Tenement is the subject of Crown reserves or a pastoral lease.

The Mining Act:

(a) prohibits the carrying out of prospecting, exploration or mining activities on Crown land that is less than 30 metres below the lowest part of the natural surface of the land and:
(i) for the time being under crop (or within 100 metres of that crop);
(ii) used as or situated within 100 metres of a yard, stockyard, garden, cultivated field, orchard vineyard, plantation, airstrip or airfield;
(iii) situated within 100 metres of any land that is an actual occupation and on which a house or other substantial building is erected;
(iv) the site of or situated within 100 metres of any cemetery or burial ground; or

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(v) if the Crown land is a pastoral lease, the site of or situated within 400 metres of any water works, race, dam, well or bore not being an excavation previously made and used for purposes by a person other than the pastoral lessee,

without the written consent of the occupier, unless the warden by order otherwise directs.

(b) imposes restrictions on a tenement holder passing over Crown land referred to in section 6.1(a), including:
(i) taking all necessary steps to notify the occupier of any intention to pass over the Crown land;
(ii) the sole purpose for passing over the Crown land must be to gain access to other land not covered by section 6.1(a) to carry out prospecting, exploration or mining activities;
(iii) taking all necessary steps to prevent fire, damage to trees, damage to property or damage to livestock by the presence of dogs, the discharge of firearms, the use of vehicles or otherwise; and
(iv) causing as little inconvenience as possible to the occupier by keeping the number of occasions of passing over the Crown land to a minimum and complying with any reasonable request by the occupier as to the manner of passage.
(c) requires a tenement holder to compensate the occupier of Crown land:
(i) by making good any damage to any improvements or livestock caused by passing over Crown land referred to in section 6.1(a) or otherwise compensate the occupier for any such damage not made good; and
(ii) in respect of land under cultivation, for any substantial loss of earnings suffered by the occupier caused by passing over Crown land referred to in section 6.1(a).

The warden may not give the order referred to in section 6.1(a) that dispenses with the occupier’s consent in respect of Crown land covered by section 6.1(a)(iii). In respect of other areas of Crown land covered by the prohibition in section 6.1(a), the warden may not make such an order unless he is satisfied that the land is genuinely required for mining purposes and that compensation in accordance with the Mining Act for all loss or damage suffered or likely to be suffered by the occupier has been agreed between the occupier and the tenement holder or assessed by the warden under the Mining Act.

Although the Company will be able to undertake its proposed activities on those parts of the Tenements not covered by the prohibitions and pass over those parts of the Tenements to which the restrictions do not apply immediately upon listing on ASX, the Company should consider entering into access and compensation agreements with the occupiers of the Crown land upon commencement of those activities in the event further activities are required on other areas of the Tenements which are subject to prohibitions or restrictions.

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6.2 Crown Reserves

Land the subject of the Tenements overlaps Crown reserves as set out in the table below.

Tenement	Crown reserve	Class	% overlap
E38/2908	R 6883: “C” Class Reserve Common	C	<0.01%
	R 6885: “C” Class Reserve Common	C	4.93%
	R 8050: “C” Class Reserve Common	C	15.61%
E38/3356	R 7978: "C" Class Reserve Water Act 57 Vic No 20	C	2.76%
	R 8050: “C” Class Reserve Common	C	14.55%
	R 6885: “C” Class Reserve Common	C	4.93%
E80/5241	R 24923: "A" Class Reserve Use and Benefit of Aboriginal Inhabitants	A	100%

Under section 41 of the Land Administration Act 1997 (WA) ( LAA ) the Minister may set aside Crown lands by Ministerial Order in the public interest. Every such reservation has its description and designated purpose registered on a Crown Land Title ( CLT ) and is depicted on an authenticated map held by Landgate.

The Land Act 1933 (WA) provided for State reserves to be classified as Class A, B or C. There is no provision in the LAA to create new Class B reserves and there is no longer reference to Class C reserves.

Upon the Land Act 1933 (WA) being repealed, all Class C reserves became reserved land under the LAA. Schedule 3 of the Land Administration Amendment Act 2000 (WA), at section 3(5), provides that any land which was classified as a Class C reserve, upon the day the LAA came into operation, is to be treated as a reserve within the meaning of the LAA. Tenement holders are limited as to what activities may be undertaken on reserved land, requiring the written consent of the Minister for Mines and Petroleum.

Class A affords the greatest degree of protection for reserved lands, requiring approval of Parliament to amend the reserve’s purpose or area, or to cancel the reservation. The A classification is used solely to protect areas of high conservation or high community value. Class B reserves continue but are no longer created under the LAA. The Minister for Lands may deal with Class B reserved lands as normal reserves, provided that, should the reservation be cancelled, a special report is made to both Houses of Parliament within 14 days from the cancellation or within 14 days after the commencement of the next session.

Once created, a reserve is usually placed under the care, control and management of a State government department, local government or incorporated community group by way of a Management Order registered against the relevant CLT. A Management Order under the LAA does not convey ownership of the land – only as much control as is essential for the land’s management.

As set out in the table in section 6.2 above, the Company’s Kiwirrkurra Project (E80/5241) is wholly covered by a Class ‘A’ reserve for the Use and Benefit of

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Aboriginal Inhabitants. Accordingly, in order to conduct its proposed exploration activities on this Tenement, the Company will be required to enter into a Mineral Exploration And Land Access Deed of Agreement with the Tjamu Tjamu (Aboriginal Corporation) RNTBC (ICN: 4148).

The relevant Tenement conditions also require the prior written consent from the Minister responsible for the Mining Act prior to commending any activities on the areas the subject of:

(a) the Class ‘A’ reserve referred to above (which overlaps 100% of E80/5241); and
(b) Class ‘C’ reserve R 7978, which overlaps a small part of E38/3356.

7. PASTORAL LEASES

As set out in Annexure I to this Report, the Company’s Laverton Tenements (E38/2908 and E38/3356) overlap with Pastoral Lease (C) Mt Weld (PL N049826).

The Mining Act:

(a) prohibits the carrying out of mining activities on or near certain improvements and other features (such as livestock and crops) on Crown land (which includes a pastoral lease) without the consent of the lessee;
(b) imposes certain restrictions on a mining tenement holder passing through Crown land, including requiring that all necessary steps are taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock; and
(c) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land (ie the pastoral lessee) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land.

The Company has confirmed that to the best of its knowledge it is not aware of any improvements and other features on the land the subject of the pastoral leases which overlaps the Tenements which would require the Company to obtain the consent of the occupier or lease holder or prevent the Company from undertaking its proposed mining activities on the Tenements.

Upon commencing mining operations on any of the Tenements, the Company should consider entering into a compensation and access agreement with the pastoral lease holders to ensure the requirements of the Mining Act are satisfied and to avoid any disputes arising. In the absence of agreement, the Warden’s Court determines compensation payable.

The DMIRS imposes standard conditions on mining tenements that overlay pastoral leases. It appears the relevant Tenements incorporate the standard conditions (refer to Annexure I below).

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8. ENCROACHMENTS

Where a tenement application is encroached upon by a live tenement, the application as granted will be for a tenement reduced by that amount of land which falls under the live tenement licence. The Tenements are encroached upon by other tenements as set out in the table below.

Tenement	Lodgment	Status	Encroached %
E38/2908	L 38/92	Live	249.2284HA, 7.49%
	L 38/177	Live	249.2283HA, 7.49%
	L 38/179	Live	95.5269HA, 2.87%
	L 38/260	Live	94.5719HA, 2.84%
	L 38/334	Pending	142.2879HA, 4.27%

Our searches did not reveal any third-party access agreements in place in relation to the above-mentioned encroachments. Our searches also did not reveal any objections to the grant of E38/2908 registered against that Tenement.

We note that access agreements may potentially be required for the Company to conduct exploration and/or mining activities to the extent that those activities are to be conducted on the encroached portions of E38/2908. As at the date of this Report, we are not aware of any such requirement. The relevant Tenement includes a condition preserving rights and ingress to and egress from the miscellaneous licences, and a prohibition on the Tenement holder interfering with the installations on the miscellaneous licences.

9. ROYALTIES

We have been instructed there are no royalty deeds or agreements in existence which affect the Tenements.

10. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

(c) we have assumed the accuracy and completeness of all Searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;
(d) we assume that the registered holder of a Tenement has valid legal title to the Tenement;
(e) this Report does not cover any third-party interests, including encumbrances, in relation to the Tenements that are not apparent from our Searches and the information provided to us;
(f) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;

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(g) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements have complied with, or will comply with, the applicable Future Act Provisions;
(h) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;
(i) unless apparent from our Searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;
(j) references in Parts I and II of this Report to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey;
(k) the information in Parts I and II of this Report is accurate as at the date the relevant Searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the Searches and the date of this Report;
(l) where Ministerial consent is required in relation to the transfer of any Tenement, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we are not aware of any matter which would cause consent to be refused;
(m) we have not conducted searches of the Database of Contaminated Sites maintained by the Department of the Environment and Conservation;
(n) native title may exist in the areas covered by the Tenements. Whilst we have conducted Searches to ascertain that native title claims and determinations, if any, have been lodged in the Federal Court in relation to the areas covered by the Tenements, we have not conducted any research on the likely existence or non-existence of native title rights and interests in respect of those areas. Further, the NTA contains no sunset provisions and it is possible that native title claims could be made in the future; and
(o) Aboriginal heritage sites or objects (as defined in the WA Heritage Act or under the Commonwealth Heritage Act) may exist in the areas covered by the Tenements regardless of whether or not that site has been entered on the Register of Aboriginal Sites established by the WA Heritage Act or is the subject of a declaration under the Commonwealth Heritage Act other than the Heritage Searches. We have not conducted any legal, historical, anthropological or ethnographic research regarding the existence or likely existence of any such Aboriginal heritage sites or objects within the area of the Tenements.

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11. CONSENT

This report is given for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

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STEINEPREIS PAGANIN

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ANNEXURE I – TENEMENT SCHEDULE

TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	NOTES
P45/2983 (South Telfer Project)	SOUTH TELFER MINING PTY LTD	100/100	31/07/2019	30/07/2023	122 HA	$366.00 ($366.00)	Previous Tenement Year to 30/7/2020: $4,880 Actual Expenditure: $6,533 Current Tenement Year to 30/7/2021: $4,880.	Nil.	Refer below re Endorsements and Conditions
E45/4336 (South Telfer Project)	SOUTH TELFER MINING PTY LTD	100/100	01/10/2014	30/09/2024	1 BL	$325.00 ($615.00)	Previous Tenement Year to 01/10/2020: $15,000 Actual Expenditure:not yet lodged, however 2019 was $52,735 over minimum. Current Tenement Year to 01/10/2021: $15,000.	Forfeiture 546310: 25/01/19 for non- compliance with reporting Requirements (Form 5) Order by Minister: 20/02/19: Penalty Imposed. Fine 548056: Non- compliance with expenditure obligations Penalty amount: $660.00. Notification date: 21/02/2019 PAYMENT RECEIVED: 22 February 2019 FINALISED: 22/02/2019	Refer below re Endorsements and Conditions Note Conditions 1 to 3 apply to this Tenement

IPO/96_13

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TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	NOTES
E45/4568 (South Telfer Project)	SOUTH TELFER MINING PTY LTD	1000 / 1000	10/04/2018	09/04/2023	5 BL	$690	Previous Tenement Year to 09/04/2020: $15,000 Actual Expenditure: $16,303 Current Tenement Year to 09/04/2021: $15,000.	Nil	Refer below re Endorsements and Conditions Note Condition 4 applies to this Tenement
P45/2929 (South Telfer Project)	SOUTH TELFER MINING PTY LTD	100/100	30/12/2015	29/12/2023	186 HA	$539.40 ($558)	Previous Tenement Year to 29/12/19: $7,440.00 Actual Expenditure: $18,171 Current Tenement Year to 29/12/2020: $7,440.	Nil	Refer below re Endorsements and Conditions Note Conditions 5 to 7 apply to this Tenement
E45/5359 (South Telfer Project)	SOUTH TELFER MINING PTY LTD	100/100	14/11/2019	13/11/2024	100 BL	$13,600 ($14,100)	Current Tenement Year to 13/11/2020: $100,000.	Nil	Refer below re Endorsements and Conditions
E45/5363 (South Telfer Project)	SOUTH TELFER MINING PTY LTD	100/100	14/11/2019	13/11/2024	15 BL	$2,040 ($2,115)	Current Tenement Year to 13/11/2020: $20,000.	Nil	Refer below re Endorsements and Conditions Note Condition 8 applies to this Tenement
E45/5364 (South Telfer	SOUTH TELFER MINING PTY LTD	100/100	14/11/2019	13/11/2024	9 BL	$1,224 ($1,269)	Current Tenement Year to 13/11/2020: $20,000.	Nil	Refer below re Endorsements and Conditions

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TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	NOTES
Project)
E45/5501 (South Telfer Project)	SOUTH TELFER MINING PTY LTD	100/100	05/02/2020	04/02/2025	34 BL	$4,624 ($4,794)	Current Tenement Year to 04/02/2021: $34,000.	Nil	Refer below re Endorsements and Conditions Note Condition 9 applies to this Tenement
E38/2908 (Laverton Project)	HOLDINGS TENEMENTS PTY LTD	100/100	23/01/2015	22/01/2025	13 BL	$4,134 ($4,225)	Previous Tenement Year to 22/01/2020: $30,000 Actual Expenditure: $43,084 Current Tenement Year to 22/01/2021: $50,000.	Nil.	Refer below re Endorsements and Conditions Note Conditions 10 to 12 apply to this Tenement
E38/3356 (Laverton Project)	HOLDINGS TENEMENTS PTY LTD	100/100	07/06/2019	06/06/2024	3 BL	$414 ($423.00)	Previous Tenement Year to 06/06/2020: $15,000 Actual Expenditure: $16,145 Current Tenement Year to 22/01/2021: $15,000.	Nil	Refer below re Endorsements and Conditions Note Conditions 13 to 15 apply to this Tenement
E80/5241 (Kiwirr- kurra Project)	LYZA MINING PTY LTD	100/100	24/05/2019	23/05/2024	40 BL	$5,520 ($5,640)	Previous Tenement Year to 23/05/2020: $40,000 Actual Expenditure: $54,204 Current Tenement Year to 23/05/2021: $40,000.	Nil	Refer below re Endorsements and Conditions Note Condition 17 applies to this Tenement

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Key to Tenement Schedule

P – Prospecting Licence
E – Exploration Licence

References to numbers in the “Notes” column refers to the notes following this table.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

Please refer to Annexure II to this Report for further details on native title and Aboriginal heritage matters.

Notes:

TENEMENT CONDITIONS AND ENDORSEMENTS

ENDORSEMENTS

All of the Tenements are subject to standard endorsements drawing the Tenement holder’s attention to the WA Heritage Act, applicable regulation relating to environmental protection and water resource management (including restrictions which apply in relation to the use of particular water resources located in the Tenement area).

CONDITIONS

All of the Tenements (other than E80/5241) are subject to standard conditions relating to obtaining clearances for ground disturbing work, waste management and drill hole management.

Some of the Tenements are subject to the following specific conditions relating to particular third party or Crown property which intersects with the relevant Tenement as noted in the Schedule above.

1.	The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
2.	The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:- • the grant of the Licence; or • registration of a transfer introducing a new Licensee; advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.
3.	No interference with Geodetic Survey Station G 45-8 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
4.	In respect of the area covered by the licence the licensee, if so requested in writing by the Western Desert Lands Aboriginal Corporation (Jamukurni- Yapalikunu),thenativetitle prescribed body corporateholdingthe determinednativetitle of theMartu andNugurrararecognisedin theFederalCourt

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application No. WAD6110/1998, such request being sent by pre-paid post to reach the licensee's address, not more than ninety days after the grant of this licence, shall within thirty days of the request execute in favour of the Martu and Ngurrara the Regional Standard Heritage Agreement ("RSHA") endorsed by peak industry groups (e.g. the South West/Ngaayatjarra/Pilbara/Yamatji/Goldfields Land and Sea Council RSHA) and offered by the Native Title Party or their representatives

The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:-
the grant of the Licence; or
registration of a transfer introducing a new Licensee;

advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

No activities being carried out within the proposed access track (designated FNA 10250) that interfere with or restrict any route investigation activities being undertaken by the proponent.
No interference with Geodetic Survey Station SSM-PATERSON RANGE 6 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
No interference with Geodetic Survey Station SSM NMFV 277 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:• the grant of the Licence; or
registration of a transfer introducing a new Licensee;

advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

The rights of ingress to and egress from Miscellaneous Licences 38/92, 38/177, 38/178, 38/179, 38/231 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:-
the grant of the Licence; or
registration of a transfer introducing a new Licensee;

advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

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The prior written consent of the Minister responsible for the Mining Act being obtained before commencing any exploration activities on CR 7978.
The rights of ingress to and egress from Miscellaneous Licence 38/260 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
The prior written consent of the Minister responsible for the Mining Act being obtained before commencing any activities in respect to the licence purposes on Use and Benefit of Aborigines Reserve 24923.

TENGRAPH INTERESTS

	Land Type	Description
1.	Pastoral Leases	A pastoral lease is a lease of Crown land that has been granted under Section 114 of the Land Act 1933 (WA), which provides that any Crown land within the State which is not withdrawn from the selection for pastoral purposes, and which is not required to be reserved, may be leased for pastoral purposes. Pastoral Lease (C) Mt Weld (PL N049826) overlaps the following Tenements: • E38/2908 (77.77%, encroached area of 2,589.3957HA); and • E38/3356 (82.69%, encroached area of 606.1395HA).
2.	Aboriginal Heritage Survey	Aboriginal Heritage Survey Areas are areas in which an Aboriginal Heritage Survey has been undertaken and results are described in a Heritage Survey Report. The Department of Indigenous Affairs holds copies of these reports. A heritage survey conducted in a particular area does not necessarily mean that another heritage survey does not need to be undertaken. This will depend on the type of survey undertaken and also when the original survey was undertaken. Not all Aboriginal sites within a survey area are necessarily recorded in the survey. The type of survey undertaken, such as site identification or Site Avoidance, is decided by the professional heritage consultant engaged by the proponent and depends upon the scope and nature of the project. What is appropriate for one project may not be for a different project. The following Aboriginal Heritage Survey Areas have been identified on the Tenements. Affected Tenement (s) Aboriginal Heritage Survey Area Tenement Land Affected Encroachment Percentage E45/4336 17400 1 17.0118HA 5.38% E45/5359 E45/5501 105000 1 8,277.5739HA 497.4465HA 26.46% 4.61%

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	Land Type	Description
		E45/5359 E45/5363 E45/5364 E45/5501	18161 1	3,1284.061HA 1,267.2065HA 2,548.9923HA 10,794.2054HA	100% 26.6% 100% 100%
		E38/2908 E38/3356	200593 1	23.3706HA 0.1703HA	0.7% 0.02%
		E80/5241	103368 1	4,473.8228HA	35.48%

3.	Crown Reserve	Under section 41 of

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	Land Type	Description
		Tenement E80/5241 overlaps the following crown reserve: R 24923: "A" Class Reserve Use and Benefit of Aboriginal Inhabitants (12609.0611HA, 100%).
4.	Unallocated Crown Land	Under Section 41 of the_Land Administration Act 1997_(WA) (LA Act) the Minister may set aside Crown lands by Ministerial Order in the public interest. Every such reservation has its description and designated purpose registered on a Crown Land Title (CLT) and is depicted on an authenticated map held by Landgate. Reservation action is normally initiated by the Department for Planning and Infrastructure following community or Government request, land planning decisions, or as a result of the subdivision of land. The Land Act 1933 (WA) provided for State reserves to be classified as Class A, B or C. There is no provision in the LA Act to create new Class B reserves and there is no longer reference to Class C reserves. Class A affords the greatest degree of protection for reserved lands, requiring approval of Parliament to amend the reserve’s purpose or area, or to cancel the reservation. The A classification is used solely to protect areas of high conservation or high community value. Class B reserves continue, but are no longer created under the LA Act. The Minister for Lands may deal with Class B reserved lands as normal reserves, provided that, should the reservation be cancelled, a special report is made to both Houses of Parliament within 14 days from the cancellation or within 14 days after the commencement of the next session. Once created, a reserve is usually placed under the care, control and management of a State government department, local government or incorporated community group by way of a Management Order registered against the relevant CLT. A Management Order under the LA Act does not convey ownership of the land – only as much control as is essential for the land’s management. Unallocated Crown Land – ‘Cadastral’ overlaps with 100% of the following Tenements: P45/2983, E45/4336, E45/4568, P45/2929, E45/5359, E45/5363, E45/5364 and E45/5501. Unallocated Crown Land – ‘Cadastral’ overlaps with 1.2% of Tenement E38/2908.
5.	Road Reserve	Tenement E38/ 2908 overlaps with Old Laverton Road.
6.	Groundwater Area	Groundwater is a reserve of water beneath the earth's surface in pores and crevices of rocks and soil. Recharge of groundwater aquifers is slow and can take many years. Groundwater often supports wetland and stream ecosystems. Groundwater areas are proclaimed under the Rights in Water and Irrigation Act 1914. There are 45 proclaimed groundwater areas in Western Australia where licences are required to construct or alter a well and to take groundwater. The Department of Water is responsible for managing proclaimed areas under the Act. Ground Water Area ‘GWA 10 - Canning-Kimberley’ was identified on all of the Company’s Tenements, and encroaches upon 100% of each Tenement.

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	Land Type	Description
7.	Mineralisation Zone (Non- Section 57 (2AA)).	Area in which applications of Exploration Licences are restricted to a maximum of 70 blocks (required by s57(1) Mining Act). Section 57(2AA) Mining Act states that if the area of land is in an area of the state designated under s57A(1) it shall not be more than 200 blocks. Mineralisation Zone 2, Non-Section 57 (2AA), Southern Section was identified on E38/2908 (3329.5154HA, 100%) and on E38/3356 733.0276HA, 100%.
8.	Reserve Lease	Reserve Lease (C) (RL N255906) overlaps Tenement E38/2908 (15.61%, encroached area of 519.7873HA) and Tenement E38/3356(14.55%, encroached area of 106.6513HA).
9.	Petroleum / Geothermal titles	Tenement E38/2908 overlaps Petroleum Licence PL 114 (PPA69 Pipeline Licence) (94.5877HA, 2.84%)
10.	File Notation Area (Proposed Renewal of Lease and Change of Purpose)	File Notation Areas are an indication of areas where Government has proposed some change of land tenure that is being considered or endorsed by DMP for possible implementation and/or areas of some sensitivity to activities by the mineral resource industry that warrants the application of specific tenement conditions. File Notation Area ‘FNA 14543’ was identified on E38/2908 (21033.8734HA, 100%) and on E38/3356 (106.6513HA, 14.55%).

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ANNEXURE II – NATIVE TITLE CLAIMS

NATIVE TITLE DETERMINATIONS

TENEMENT(S) AFFECTED	TRIBUNAL NUMBER	FEDERAL COURT NUMBER (S)	DETERMINATION NAME	REGISTERED	STATUS
P45/2983 P45/2929 E45/4568 E45/5501 E45/5364 E45/5363 E45/4336	WCD2002/002	WAD6110/1998	James & Others on behalf of the Martu People v the State of Western Australia and Others	Registered	Active


E80/5241	WCD2001/002	WAD6019/1998	Brown v State of Western Australia (Kiwirrkurra People)	Registered	Active
E45/5364	WCD2013/002	WAD6110/1998 WAD77/2006 WAD141/2010	Martu (Part B), Karnapyrri, and Martu #2	Registered	Active

NATIVE TITLE CLAIMS

E38/3356 E38/2908	WC2019/002	WAD91/2019	Patricia Lewis & Ors on behalf of the Nyalpa Pirniku Native Title Claim Group v State of Western Australia & Ors (Nyalpa Pirniku)	Registered	Active

ILUAs

South Telfer Project

The land under Tenements P45/2983, E45/5501, E45/5364, E45/5363, E45/5359, E45/4568, E45/4336 and P45/2929 are subject to the following two (2) ILUA’s:

Newcrest Mining Project Area ILUA (NNTT Number WI2015/022), registered on 17 February 2016 ( Newcrest ILUA ); and
Lake Disappointment Project Mining and Indigenous Land Use Agreement (NNTT Number WI2012/009) registered on 21 December 2012 ( Lake Disappointment ILUA ).

Due to standard confidentiality provisions, the terms and conditions of an ILUA are not available for public access, however an excerpt of an ILUA is obtainable. We have obtained the excerpt from the ILUA and confirm that the applicants are Western Desert Lands Aboriginal Corporation (Jamukurnu-Yapalikunu) RNTBC (Newcrest ILUA), and Holocene Pty Ltd (Lake Disappointment ILUA).

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The ILUAs apply to approximately 11,150 sq km (Newcrest ILUA), and 130,700 sq km (Lake Disappointment ILUA). The subject matter of the ILUAs relates to:

The grant of mining tenements and the consent to activities lawfully undertaken or to be undertaken by Newcrest for the purposes of or directly in connection with the Telfer Gold Mine Project (Newcrest ILUA); and
the grant to Holocene of tenements, licences and easements which authorise the conduct of mining activities on the application area (Lake Disappointment ILUA).

HERITAGE & COMPENSATION AGREEMENTS

Refer to Section 5.3 of this Report in relation to the land access agreements which have been entered into in relation to the Company’s South Telfer Tenements.

ABORIGINAL HERITAGE SITES – WESTERN AUSTRALIA

The following registered Aboriginal Sites were identified from the Heritage Searches:

Registered Site	Affected Tenement	Status	Name	Type
Aboriginal Registered Site ID: 15631	E38/2908	Registered Site	Beasley - Whisper 03	Artefacts / Scatter
Aboriginal Registered Site ID: 11806	P 45/2983	Registered Site	Hamish's Cave	Painting

Pursuant to the June 2019 LAMEA (see below), the Company and its representatives are not permitted to access, nor carry out mining activities at Hamish’s Cave.

ANNEXURE C – INVESTIGATING ACCOUNTANT’S REPORT

183

4881-03/2506092_10

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RSM Corporate Australia Pty Ltd

Level 32, Exchange Tower, 2 The Esplanade Perth WA 6000 T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9199

www.rsm.com.au

3 November 2020

The Directors Rincon Resources Limited Suite 5, 62 Ord Street PERTH WA 6005

Dear Directors

INVESTIGATING ACCOUNTANT’S REPORT

Independent Limited Assurance Report (“Report”) on Rincon Resources Limited Historical and Pro Forma Historical Financial Information

Introduction

We have been engaged by Rincon Resources Limited (“Rincon” or the “Company”) to report on the historical and pro forma financial information of the Company for the 11 months ended 30 June 2019 and the year ended 30 June 2020 for inclusion in a prospectus (“Prospectus”) of Rincon to be dated on or about 3 November 2020.

The Prospectus is in connection with Rincon’s initial public offering and listing on the Australian Securities Exchange (“ASX”), pursuant to which the Company is offering between 25,000,000 and 30,000,000 ordinary shares at an issue price of $0.20 per share to raise between $5 million and $6 million before costs (“Offer”).

Expressions and terms defined in the Prospectus have the same meaning in this Report.

The future prospects of the Company, other than the preparation of Pro Forma Historical Financial Information, assuming completion of the transactions summarised in Section 6.6 of the Prospectus, are not addressed in this Report.

Background

Rincon Resources Limited is a public company which was incorporated on 7 August 2018. The Company has two wholly owned subsidiaries, South Telfer Mining Pty Ltd and Lyza Mining Pty Ltd, and is focused on the exploration and development of resource projects in Western Australia, with a focus on gold and base metals.

THE POWER OF BEING UNDERSTOOD

AUDIT | TAX | CONSULTING

RSM Corporate Australia Pty Ltd is beneficially owned by the Directors of RSM Australia Pty Ltd. RSM Australia Pty Ltd 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 Corporate Australia Pty Ltd ABN 82 050 508 024 Australian Financial Services Licence No. 255847

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Scope

Historical financial information

You have requested RSM Corporate Australia Pty Ltd (“RSM”) to review the historical financial information of the Company included in Section 6 of the Prospectus, and comprising:

 the consolidated statement of profit or loss and consolidated statement of cash flows of the Company for the period from 7 August 2018 to 30 June 2019 and for the year ended 30 June 2020; and
 the consolidated statement of financial position of the Company as at 30 June 2020.

(together the “Historical Financial Information”).

The Historical Financial Information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles of Australian Accounting Standards and the Company’s adopted accounting policies.

The Historical Financial Information has been extracted from the financial statements of the Company for the period 7 August 2018 to 30 June 2019 and for the year ended 30 June 2020, which were audited by RSM Australia Partners in accordance with Australian Auditing Standards and the Corporations Act 2001 . The audit reports issued for these financial statements included unmodified opinions.

The audit reports issued by RSM Australia Partners with respect to the financial statements for the 11 month period ended 30 June 2019 and the year ended 30 June 2020 included an emphasis of matter in relation to material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. However, the audit opinions were not modified in this regard.

The Historical Financial Information is presented in the Prospectus in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001 .

Pro forma historical financial information

You have requested RSM to review the Company’s pro forma historical statement of financial position as at 30 June 2020 (“the Pro Forma Historical Financial Information”).

The Pro Forma Historical Financial Information has been derived from the Historical Financial Information of the Company after adjusting for the effects of the pro forma adjustments described in Section 6.6 of the Prospectus. The stated basis of preparation is the recognition and measurement principles of Australian Accounting Standards applied to the Historical Financial Information and the events or transactions to which the subsequent events and pro forma adjustments relate, as described in Section 6.6 of the Prospectus, as if those events or transactions had occurred as at the date of the Historical Financial Information. Due to its nature, the Pro Forma Historical Financial Information does not represent the Company’s actual or prospective financial position or statement of financial performance.

Directors’ responsibility

The Directors of the Company are responsible for the preparation of the Historical Financial Information and the Pro Forma Historical Financial Information, including the selection and determination of pro forma adjustments made to the Historical Financial Information and included in the Pro Forma Historical Financial Information. This includes responsibility for such internal controls as the Directors determine are necessary to enable the preparation of Historical Financial Information and Pro Forma Historical Financial Information that are free from material misstatement, whether due to fraud or error.

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Our responsibility

Our responsibility is to express a limited assurance conclusion on the Historical Financial Information and the Pro Forma Historical Financial Information based on the procedures performed and the evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagements ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information.

A review consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. Our procedures included:

 A consistency check of the application of the stated basis of preparation to the Historical and Pro Forma Historical Financial Information;
 A review of the Company’s and its auditor’s work papers, accounting records and other documents;
 Enquiry of directors, management personnel and advisors;
 Consideration of the pro forma adjustments described in Section 6.6 of the Prospectus; and
 Performance of analytical procedures applied to the Pro Forma Historical Financial Information.

A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the Historical Financial Information or the Pro Forma Historical Financial Information.

Conclusions

Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information, as set out in Section 6 of the Prospectus, and comprising:

 the consolidated statement of profit or loss and consolidated statement of cash flows of the Company for the period from 7 August 2018 to 30 June 2019 and for the year ended 30 June 2020; and
 the consolidated statement of financial position of the Company as at 30 June 2020;

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 6.2 of the Prospectus.

Pro Forma Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information, as set out in Section 6.5 of the Prospectus, and comprising the pro forma consolidated statement of financial position of the Company as at 30 June 2020, is not presented fairly in all material respects, in accordance with the stated basis of preparation, as described in Section 6.2 of the Prospectus.

Restriction on Use

Without modifying our conclusions, we draw attention to the purpose of the financial information, being for inclusion in the Prospectus. As a result, the financial information may not be suitable for use for another purpose.

Responsibility

RSM has consented to the inclusion of this assurance report in the Prospectus in the form and context in which it is included. RSM has not authorised the issue of the Prospectus. Accordingly, RSM makes no representation regarding, and takes no responsibility for, any other documents or material in, or omissions from, the Prospectus.

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Disclosure of Interest

RSM does not have any pecuniary interest that could reasonably be regarded as being capable of affecting its ability to give an unbiased conclusion in this matter. RSM will receive a professional fee for the preparation of this Report.

Yours faithfully

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JUSTIN AUDCENT Director

APPLICATION FORM

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AI assistant

RINCON RESOURCES LIMITED — Capital/Financing Update 2020

65672_rns_2020-12-17_c4ae92ce-15da-42d5-857c-647f1cb3e72e.pdf

RINCON RESOURCES LIMITED ACN 628 003 538

PROSPECTUS

For an offer of up to 25,000,000 Shares at an issue price of $0.20 per Share to raise up to $5,000,000 (Offer).

Joint Lead Managers:

IMPORTANT NOTICE

The Shares offered by this Prospectus should be considered as highly speculative.

Legal Adviser

I M P O R T A N T N O TI C E S

Exposure Period

No offering where offering would be illegal

Electronic Prospectus

Company Website

No cooling-off rights

No Investment Advice

Risks

Forward-looking statements

Financial Forecasts

Competent Persons statement

Continuous disclosure obligations

Clearing House Electronic SubRegister System (CHESS) and Issuer Sponsorship

Photographs and Diagrams

Definitions and Time

Privacy statement

Enquiries

CORPORATE DIRECTORY

Directors

Author of the Investigating Accountant’s Report

Auditor*

Company Secretary

ASX Code

Registered Office

Legal advisers and authors of the Solicitor’s Report on Tenements

Joint Lead Managers

TABLE OF CONTENTS

1. CHAIRMAN’S LETTER

2. KEY OFFER INFORMATION

INDICATIVE TIMETABLE[1]

KEY STATISTICS OF THE OFFER

Notes:

3. INVESTMENT OVERVIEW

Geoffrey McNamara –Executive Chair

Zeffron Reeves – Non-Executive Director

Blair Sergeant – Non-Executive Director

Edward Mason – Non-Executive Director

Notes:

Post-completion of the Offer – Maximum Subscription

Notes:

4. DETAILS OF THE OFFER

4.1 The Offer

4.2 Minimum subscription

4.3

Oversubscriptions

4.4

Joint Lead Managers

4.5 Conditions of the Offer

(together the Conditions ).

4.6 Purpose of the Offer

4.7

Applications

4.8 Allocation policy under the Offer

4.9 ASX listing

4.10 Issue

4.11

Applicants outside Australia

4.12 Commissions payable

4.13 Taxation

4.14 Withdrawal of Offer

5. COMPANY AND PROJECTS OVERVIEW

5.1 Background

5.2 The Projects

5.2.1 South Telfer Project

(b)

Geology and Mineralisation

(c) Previous Exploration

(d) Exploration Potential

5.2.2 Laverton

(a) Summary

RINCON RESOURCES LIMITED Capital/Financing Update 2020