RINCON RESOURCES LIMITED — Capital/Financing Update 2022

Sep 12, 2022

New Acquisition Expands Paterson Footprint and Capital Raising

South Telfer Copper-Gold Project, Paterson Province, WA

Acquisition

• Rincon to acquire 100% of Exploration Licence Application for E45/6163 (Tenement)
• Increases Rincon's landholding in the Paterson Province to 542km2
• Tenement located only 25km southeast of the world-class Telfer Gold Mine & 20km southwest of the Havieron gold-copper discovery (under development)
• New Tenement adjoins the Company's existing & highly prospective Westin Tenement Area between Telfer and Havieron

Placement

▪ Proposed $1.2M capital raising via a Placement of 15,000,000 shares at $0.08 per share to fund acquisition and ongoing exploration activities

Westin Update

• Native Title Heritage Clearance Survey completed over Telfer Westin Trend
• Subject to receipt of final survey report, drilling planned for Q4 2022 commencement
• Drilling to prioritise targets along the Telfer Westin Trend where historical wide-spread aircore drilling defined a 5km long gold-in-bedrock anomaly including a best intersection of:
  • o WSA08039 8m @ 3.85g/t Au1 from 84m (incl. 4m @ 6.90g/t Au from 88m)

Rincon Resources Limited (Rincon or the Company) is pleased to announce that it has secured the rights to acquire Exploration Licence Application 45/6163 (Tenement) which adjoins the Company's Westin Tenement Area, part of its South Telfer Copper-Gold Project, Paterson Province, WA (refer to Figure 1).

The Tenement, currently an application held by CRC Minerals Pty Ltd ("CRC"), is strategically located between the world-class Telfer Gold Mine (Newcrest2) and the new Havieron gold discovery (Newcrest/Greatland3). CRC was the winner of a ballot drawn against competing applications for the same area by competitors FMG Pilbara Pty Ltd, Greatland Pty Ltd and Rio Tinto Exploration Pty Ltd, and now has a first-in-line right to proceed the application for the Tenement to grant.

Rincon is delighted to have secured the rights to acquire the Tenement and has executed a binding agreement with CRC to acquire 100% of the Tenement once granted.

1 Refer to Rincon's Prospectus dated 18th December 2020

2 Newcrest Mining Limited – ASX: NCM

3 Greatland Gold Plc – AIM: GGP

Gary Harvey, Rincon's Managing Director, commented:

"We are seeing major new gold-copper discoveries in the Paterson Province of Western Australia, in particular the Telfer area, being made under the cover of Permian sands such as the recent Newcrest/Greatland 'Havieron' and Rio Tinto's 'Winu' discoveries. Any ground around Telfer that has been lightly explored and undercover is highly desirable as new exploration techniques, and a growing knowledge of the region is allowing us to better identify buried targets for drilling.

"The fact that E45/6163 abuts Rincon's massive Westin tenement area [~450km2] between Telfer and Havieron expands Rincon's interest in a very hot area for gold and copper mineralisation. Westin is mostly covered by Permian sands and is the Company's main exploration focus moving forward as we gear up to commence drilling our priority geophysical targets, particularly along the highly prospective Telfer-Westin Trend where historical wide-spread and shallow aircore drilling defined a 5km long gold-in-bedrock anomaly."

Figure 1: South Telfer Project showing location of Tenement acquisition.

Acquisition Terms

Rincon to acquire 100% of the Tenement for the following consideration:

• $100,000 in Rincon shares issued at the price of the next capital raising (being $0.08 under the concurrent Placement described below), to be issued upon grant of E45/6163 ("Acquisition Shares") subject to shareholder approval;
• $10,000 deposit, refundable should the Tenement not proceed to grant; and
• a 0.5% Net Smelter Return Royalty in favour of CRC Minerals Pty Ltd

The vendor, CRC Minerals Pty Ltd is not a related party of the Company or its officers. The Company has completed appropriate due diligence on CRC Minerals Pty Ltd, noting the material condition precedent remaining is the formal granting of the Tenement.

Completion of the acquisition is conditional upon the Tenement being granted, written consent of the Minister of the Department of Mines, Industry Regulation and Safety (WA) to the transfer of the Tenement to Rincon, and Rincon obtaining shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Acquisition Shares.

Placement

The Company intends to undertake a two-tranche placement (Placement) to sophisticated and professional investors qualifying under s708 of the Corporations Act 2001 (Cth) to raise up to $1,200,000 before costs through the issue of up to 15,000,000 fully paid ordinary shares at $0.08 per share (Placement Shares) in the following proportions:

• 1. Tranche 1: up to 12,834,188 Shares using its Listing Rule 7.1/7.1A capacity, comprising;
  • a. 7,700,513 Shares under its 15% placement capacity under Listing Rule 7.1; and
  • b. 5,133,675 Shares under its 10% placement capacity under Listing Rule 7.1A; and
• 1. Tranche 2: 2,165,812 shares are to be issued to Gunsynd Plc (the major shareholder of the Company) subject to Shareholder approval under Listing Rule 10.11. ("Gunsynd Subscription").

Ironside Capital Pty Ltd ("Ironside") has been engaged to act as lead manager in connection with the Placement. The fees to be paid to Ironside (or its nominee/s) on successful completion of the Placement will be:

• 6% (plus GST) of the amount raised pursuant to the Placement payable in cash, shares, or a combination of both, at Ironside's election (with any issue of shares subject to and conditional on Rincon shareholder approval); and
• Subject to and conditional on Rincon shareholder approval, 2,000,000 options with an exercise price of $0.15 and an expiry date of 30 September 2025.

Shares issued pursuant to the Placement will rank equally with all existing Shares on issue as at the date of issue.

Use of Funds

The Company intends to utilise the funds raised pursuant to the Capital Raising to explore its existing and proposed projects and for general working capital.

Next Steps

The Company will shortly convene an extraordinary general meeting of shareholders to approve the issue of the shares to effect completion of the Acquisition and the Gunsynd Subscription.

Following completion of the proposed transaction and the grant of the Tenement which is the first priority, the Company will commence a review and interpretation of all publicly available datasets including satellite and geophysics datasets to identify targets ground truthing ahead of any drill testing.

Westin Update and Planned Aircore Drilling

The Native Title Heritage clearance survey over the Telfer – Westin Trend (refer to ASX Release dated 11 July 2022) is now complete with a final survey report to follow which will allow the commencement of drilling at Westin and other targets within the Westin Tenement Area.

Subject to the final survey report, and except for target area HG1, the Company will have received clearance to test all other priority geophysical target areas (HG2 to HG3, and TW1 to TW3) along both the Telfer – Westin and Hasties – Grace Trends (refer Figure 2).

The Company is currently planning a Heritage Survey over target area HG1 with the Jamukurnu Yapalikurnu Aboriginal Corporation (JYAC).

Clearance to commence drilling the above-mentioned priority geophysical targets is an important milestone for the Company as it now paves the way to ramp up its exploration activities at South Telfer with the commencement of its regional aircore drilling program to test these new targets outside of the Hasties Tenement Area.

Up to 10,000m of aircore drilling has initially been planned to first pass test all priority targets, with drilling to be completed on a campaign basis over the next 6 to 12-months with first campaigns targeting the Westin

Prospect area, following-up the historical drill intersection of 8m @ 3.85g/t Au and target areas TW1 to TW3.

Figure 2: Aircore drilling target areas along Telfer-Westin and Hasties-Grace Trends.

----ENDS----

This ASX Announcement has been approved for release by the Board of Directors.

For more information visit www.rinconresources.com.au or contact:

Company:

Gary Harvey Managing Director Rincon Resources Limited +61 (08) 6243 4089

Investors & Media:

Amalie Schreurs White Noise Communications contact@whitenoisecomms.com +61 431 636 033