RINCON RESOURCES LIMITED — Governance Information 2021

Sep 28, 2021

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

RINCON RESOURCES LIMITED

ABN/ARBN Financial year ended:

54 628 003 538 30 June 2021

Our corporate governance statement1 for the period above can be found at:2

☐ These pages of our annual report:

☒ This URL on our

website: https://www.rinconresources.com.au/

The Corporate Governance Statement is accurate and up to date as at 29 September 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date: 29 September 2021

Name of authorised officer authorising lodgement: Zane Lewis

See notes 4 and 5 below for further instructions on how to complete this form.

1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	☒and we have disclosed a copy of our board charterat:https://www.rinconresources.com.au/about/corporate-governance/	☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis therefore not applicable
1.2	A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board.	☒	☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").

5 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.5	A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period.	☐and we have disclosed a copy of our diversity policy at:……………………………………………………………………………[insert location]and we have disclosed the information referred to in paragraph (c)at:……………………………………………………………………………[insert location]and if we were included in the S&P/ASX 300 Index at thecommencement of the reporting period our measurable objective forachieving gender diversity in the composition of its board of not lessthan 30% of its directors of each gender within a specified period.	☒set outin our Corporate Governance Statement OR☐we are an externally managed entityand this recommendationis therefore not applicable
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:https://www.rinconresources.com.au/about/corporate-governance/and whether a performance evaluation was undertaken for thereporting period in accordance with that process at:Set out in our Corporate Governance Statement.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are:
1.7	A listed entity should:(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and(b)disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:https://www.rinconresources.com.au/about/corporate-governance/and whether a performance evaluation was undertaken for thereporting period in accordance with that process at:Set out in our Corporate Governance Statement.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 2 -	STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the period	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]	☒set outin our Corporate Governance Statement OR☐we are an externally managed entityand this recommendationis therefore not applicable
	and the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.	and we have disclosed the fact that we do not have a nominationcommittee and the processes we employ to address boardsuccession issues and to ensure that the board has the appropriatebalance of skills, knowledge, experience, independence anddiversity to enable it to discharge its duties and responsibilitieseffectively at:……………………………………………………………………………[insert location]
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership.	☒and we have disclosed our boardskills matrix at:Set out in our Corporate Governance Statement.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entityand this recommendationis therefore not applicable
2.3	A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director.	☒and we have disclosed the names of the directors considered by theboard to be independentdirectors at:Set out in our Corporate Governance Statement.and, where applicable, the information referred to in paragraph (b)at:Set out in our Corporate Governance Statement.and the length of service of each director at:Set out in our Corporate Governance Statement.	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independentdirectors.	☐	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.5	The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity.	☐	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
PRINCIPLE 3 –	INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒and we have disclosed our values at:https://www.rinconresources.com.au/about/corporate-governance/	☐set outin our Corporate Governance Statement
3.2	A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives and employees; and(b)ensure that the boardor a committee of the boardisinformed ofany material breachesofthat code.	☒and we have disclosed our codeof conduct at:https://www.rinconresources.com.au/about/corporate-governance/	☐set outin our Corporate Governance Statement
3.3	A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board isinformed of any material incidents reported under thatpolicy.	☒and we have disclosed our whistleblower policy at:https://www.rinconresources.com.au/about/corporate-governance/	☐set outin our Corporate Governance Statement
3.4	A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy.	☒and we have disclosed our anti-bribery and corruption policy at:https://www.rinconresources.com.au/about/corporate-governance/	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are:
PRINCIPLE 4 –	SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complieswith paragraph (b):]and we have disclosed the fact that we do not have an auditcommitteeand the processes we employ that independently verifyand safeguard the integrity of our corporate reporting, including theprocesses for the appointment and removal of the external auditorand the rotation of the audit engagementpartner at:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively.	☒	☐set outin our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor.	☒	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1.	☒and we have disclosed our continuous disclosure compliance policyat:https://www.rinconresources.com.au/about/corporate-governance/	☐set outin our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	☒	☐set outin our Corporate Governance Statement
5.3	A listed entity that gives anewand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	☒	☐set outin our Corporate Governance Statement
PRINCIPLE 6 –	RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	☒and we have disclosed information about us and our governance onour website at:https://www.rinconresources.com.au/about/corporate-governance/	☐set outin our Corporate Governance Statement
6.2	A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	☒	☐set outin our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitatesand encouragesparticipation at meetings of security holders.	☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersat:https://www.rinconresources.com.au/about/corporate-governance/	☐set outin our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands.	☒	☐set outin our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	☒	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 7 –	RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:(a)have a committee or committees to oversee risk, each ofwhich:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies withparagraph (b):]andwe have disclosedthe fact that we do not have a risk committeeor committees that satisfy (a) and the processes we employ foroverseeing our risk management framework at:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place.	☒and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodat:In the Corporate Governance Statement disclosed at:https://www.rinconresources.com.au/about/corporate-governance/	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes.	☐[If the entity complies with paragraph (a):]and we have disclosed how our internal audit function is structuredand what role it performsat:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes at:In the Corporate Governance Statement disclosed at:https://www.rinconresources.com.au/about/corporate-governance/	☒set outin our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks.	☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:In the Corporate Governance Statement disclosed at:https://www.rinconresources.com.au/about/corporategovernance/and, if we do, how we manage or intend to managethose risks at:In the Corporate Governance Statement disclosed at:https://www.rinconresources.com.au/about/corporate-governance/	☐set outinour Corporate GovernanceStatement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 8 –	REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committeeat:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5)at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a remunerationcommittee and the processes we employ for setting the level andcomposition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive:In the Corporate Governance Statement disclosed at:https://www.rinconresources.com.au/about/corporate-governance/	☒setoutin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.	☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesat:In the Corporate Governance Statement disclosed at:https://www.rinconresources.com.au/about/corporate-governance/	☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable
8.3	A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	☒and we have disclosed our policy on thisissue or a summary of it at:In the Corporate Governance Statement disclosed at:https://www.rinconresources.com.au/about/corporate-governance/	☐set outin our Corporate Governance Statement OR☐we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents.	☐and we have disclosed information about the processes in place at:………………………………………………………………………[insert location]	☐set outin our Corporate Governance StatementOR☒we do not have a director in this position and thisrecommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
9.2	A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime.	☐	☐set outin our Corporate Governance Statement OR☒we are established in Australia and this recommendation istherefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
9.3	A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM,should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit.	☐	☐set outin our Corporate Governance Statement OR☒we are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicable☐we are an externally managed entity that does not holdanAGMand this recommendation is therefore not applicable
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externally managedlisted entities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;and(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements.	☐and we have disclosed the information referred to in paragraphs (a)and (b) at:……………………………………………………………………………[insert location]	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
-Alternative to Recommendations8.1, 8.2 and 8.3 for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager.	☐and we have disclosed the terms governingour remuneration asmanager of the entity at:……………………………………………………………………………[insert location]	☐set outin our Corporate Governance Statement

RINCON RESOURCES LIMITED

CORPORATE GOVERNANCE STATEMENT 2021

Rincon Resources Limited (ACN 628 003 538) (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 Company's 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 4th edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (Recommendations).

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.

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1	A listed entity should disclose:(a)the respective roles and responsibilities of its board and management; and(b)those matters expressly reserved to the board and those delegated tomanagement.	Yes	Information about the respective roles and responsibilities of our board andmanagement (including those matters expressly reserved to the board and thosedelegated to management) is found under the Board Charterin the CorporateGovernance Plan.

1.2	A listed entity should:(a)undertake appropriate checks before appointing a person, or putting forward tosecurity holders a candidate for election, as a director; and(b)provide security holders with all material information in its possession relevantto a decision on whether or not to elect or re-elect a director.	Yes	a)The Company undertakes appropriate checks in accordance with theguidelines for the appointment and selection of the Board in its CorporateGovernance Plan. The Company's Nomination Committee Charter (in theCompany's Corporate Governance Plan) requires the NominationCommittee (or, in its absence, or if one has not yet been established, theBoard) to ensure appropriate checks (including checks in respect ofcharacter, experience,education, criminal record and bankruptcy history(as appropriate)) are undertaken before appointing a person, or puttingforward to security holders a candidate for election, as a Director.b)Under the Nomination Committee Charter, all material informationrelevant to a decision on whether to elect or re-elect a Director must beprovided to security holders in the Notice of Meeting containing theresolution to elect or re-elect a Director.
1.3	A listed entity should have a written agreement with each director and seniorexecutive setting out the terms of their appointment.	Yes	The Company's Nomination Committee Charter requires the Board, in the absenceof a Nomination Committee, to ensure that each Director and senior executive is aparty to a written agreement with the Company which sets out the terms of thatDirector's or senior executive's appointment. The Company has written agreementswith each of its Directors and senior executives.
1.4	The company secretary of a listed entity should be accountable directly to the board,through the chair, on all matters to do with the proper functioning of the Board.	Yes	Noted in the letter of appointment of Company Secretary.

1.5	A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the board set measurable objectives forachieving gender diversity in the composition of its board, senior executivesand workforce generally; and(c)disclose in relation to each reporting period:(1)the measurable objectives set for that period to achieve genderdiversity;(2)the entity's progress towards achieving those objectives; and(3)either:(A)the respective proportions of men and women on the board, in seniorexecutive positions and across the whole organisation (includinghow the entity has defined "senior executive" for these purposes); or(B)if the entity is a "relevant employer" under the Workplace GenderEquality Act, the entity's most recent "Gender Equality Indicators",as defined in and published under that Act.	No	The Company has implemented a diversity policy which can be viewed on itswebsite at https://www.rinconresources.com.au/.The diversity policy provides aframework for the Company to establish and achieve measurable diversityobjectives, including in respect of gender diversity. The diversity policy allows theBoard to set measurable gender diversity objectives, if considered appropriate, andto assess annually both the objectives (if any have been set) and the Company'sprogress in achieving them.Due to the current size and composition of the organisation, the Board does notconsider it appropriate to provide measurable objectives in relation to genderdiversity. The Company is committed to ensuring that the appropriate mix of skills,expertise,and diversity are considered when employing staff at all levels of theorganisation and when making new senior executive and Board appointments andis satisfied that the composition of employees, senior executives and members ofthe Board is appropriate.
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating the performance of theBoard, its committees and individual directors; and(b)disclose, in relation to each reporting period, whether a performanceevaluation was undertaken in the reporting period in accordance with thatprocess.	Yes	a)The Board, in the absence of a Nomination Committee, is responsible forevaluating the performance of the Board, its committees and individualDirectors on an annual basis. It may do so with the aid of an independentadvisor. The process for this is set out in the Company's CorporateGovernance Plan, which is available on the Company's website.b)During the 2021financial year, the Board undertook ad hoc reviews ofrespective directors in accordance with its Corporate Governance Plan.

1.7	A listed entity should:(a)have and disclose a process for periodically evaluating the performance of itssenior executivesat least once every reporting period; and(b)disclose for each reporting period whether a performanceevaluation has beenundertaken in accordance with thatprocess during or in respect of that period.	Yes	a)	The Board, in the absence of a Remuneration Committee is responsiblefor evaluating the performance of the Company's senior executives on anannual basis. A senior executive, for these purposes, means keymanagement personnel (as defined in the Corporations Act) other than anon-executive Director. The Company's Corporate Governance Planprovides that the duties of the Remuneration Committee include thereview of on-going appropriateness and relevance of the executiveremuneration and make recommendations to the Board having regard tothe executive remuneration policy disclose whether performance. As partof this review, the Remuneration Committee will oversee an annualperformance evaluation of the executive team.
			b)	During the 2021financial year, the Board reviewed each senior executiveover a series of informal discussions to satisfy itself that strategicobjectives are being achieved.

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1	The Board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom are independent directors;and	No	a)The Company does not currently have a Nomination Committee. TheCompany's Nomination Committee Charter provides for the creation of aNomination Committee (if it is considered it will benefit the Company), withat least three members, a majority of whom are independent Directors,and which must be chaired by an independent Director.
	(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number of times the committeemet throughout the period and the individual attendances of the membersat those meetings; or(b)if it does not have a nomination committee, disclose that fact and theprocesses it employs to address board succession issues and to ensure thatthe board has the appropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge its duties andresponsibilities effectively.		b)The Company does not have a Nomination Committee as the Boardconsiders the Company will not currently benefit from its establishment. Inaccordance with the Company's Board Charter, the Board carries out theduties that would ordinarily be carried out by the Nomination Committeeunder the Nomination Committee Charter, including the followingprocesses to address succession issues and to ensure the Board has theappropriate balance of skills, experience, independence and knowledgeof the entity to enable it to discharge its duties and responsibilitieseffectivelyi)devoting time at least annually to discuss Board successionissues and updating the Company's Board skills matrix; andii)all Board members being involved in the Company's nominationprocess, to the maximum extent permitted under theCorporations Act and ASX Listing Rules.

2.2	A listed entity should have and disclose a board skills matrixsetting out the mix ofskills that the board currently has or islooking to achieve in its membership.	Yes	The Board has identified that the appropriate mix of skills and diversity required ofits members on the Board to operate effectively and efficiently is achieved bydirectors having substantial skills and experience industryknowledge, experience as a non-executive director of other ASX-listed entities,leadership, corporatefinancial acumen and	governanceandcapital markets	risk management,experience.	experience andstrategic thinking,
			The Board Skills matrix for the current Board is as follows:Skill and experience	GeoffreyMcNamara	ZeffronReeves	BlairSergeant	Ed Mason
			Industry experienceand knowledgeExperience as a non	✓	✓	✓	✓
			executive Director ofother ASX-listedentities	✓	✓	✓	✓
			Leadership	✓	✓	✓	✓
			Corporategovernance and RiskManagement	✓	✓	✓	✓
			Strategic thinking	✓	✓	✓	✓
			Financial acumen	✓	✓	✓	✓
			Capital Marketsexperience	✓	✓	✓	✓
2.3	A listed entity should disclose:(a)the names of the directors considered by the Board to be independentdirectors;	Yes	a)	considered to be independent: Blair Sergeant		The Board Charter requires the disclosure of the names of Directorsconsidered by the Board to be independent. The following Directors areandEdward	Mason.
	(b)if a director has an interest, position, association or relationship of the typedescribed in Box2.3 but the board is of the opinion that it does not compromisethe independence of the director, the nature of the interest, position,association or relationship in question and an explanation of why the board is ofthat opinion; and		b)website anyindependent.c)	The Company will disclose		in its Annual Report and the Company'sinstances where this applies and an explanation of theBoard's opinion as to why the relevant Director is still considered to beThe Company's Annual Report will disclose the length of service of each
	(c)the length of service of each director.			Director, as at the end of each financial year.
2.4	A majority of the Board of a listed entity should be independent directors.	No	The Board currently comprises a total of four directors, of which twoto be independent.				are considered

2.5	The chair of the Board of a listed entity should be an independent director and, inparticular, should not be the same person as the CEO of the entity.	No	The Board Charter provides that, where practical, the Chair of theBoard should bean independent Director and should not be the CEO/Managing Director. BecauseGeoffrey McNamara held the position of Executive Chairman until12 May 2021, heis not considered to be independent.
2.6	A listed entity should have a program for inducting new directors and for periodicallyreviewing whether there is a need for existing directors to undertake professionaldevelopment to maintain the skills and knowledge needed to perform their role asdirectors effectively.	Yes	In accordance with the Company's Board Charter, the Board, in the absence of aNomination Committee, is responsible for the approval and review of induction andcontinuing professional development programs and procedures for Directors toensure that they can effectively discharge their responsibilities. The CompanySecretary is responsible for facilitating inductions and professional development.

PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY

3.1	A listed entity should articulate and disclose its values	Yes	The Company has statement of values which can be viewed on its website.
3.2	A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives andemployees; and(b)ensure that the board or a committee of the board is informed of any materialbreaches of that code	Yes	The Code of Conduct sets out the principles and standards which the Board,management and employees of the Company are encouraged to strive to abide bywhen dealing with each other, shareholders and the broad community.The Boardis informed when any material incidents are report under the policy
3.3	A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board is informed of any materialincidentsreported under that policy.	Yes	The Company has implemented a whistleblower policy which can be viewed on itswebsite and the Board is informed when any material incidents are reported underthe policy.
3.4	A listed entity should:(a)have and disclose an anti-bribery and corruption policy; and; and(b)ensure that the board or a committee of the board is informed of any materialbreaches of that policy	Yes	The Company has implemented an anti-bribery and corruptionpolicy which can beviewed on its website and the Board is informed when any material incidents arereported under the policy.

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are non-executive directors and amajority of whom are independent directors; and(2)is chaired by an independent director, who is not the chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of the members of thecommittee; and(5)in relation to each reporting period, the number of times the committee metthroughout the period and the individual attendances of the members atthose meetings; or(b)if it does not have an audit committee, disclose that fact and the processes itemploys that independently verify and safeguard the integrity of its corporatereporting, including the processes for the appointment and removal of theexternal auditor and the rotation of the audit engagement partner.	No	a)The Company does not currently have an Audit and Risk Committee. TheCompany's Corporate Governance Plan contains an Audit and RiskCommittee Charter that provides for the creation of an Audit and RiskCommittee (if it is considered it will benefit the Company).b)The Board carries out the duties that would ordinarily be carried out by theAudit and Risk Committee under the Audit and Risk Committee Charterincluding the following processes to independently verify and safeguardthe integrity of its financial reporting, including the processes for theappointment and removal of the external auditor and the rotation of theaudit engagement partner:i)the Board devotes time at annualBoard meetings to fulfilling theroles and responsibilities associated with maintaining theCompany's internal audit function and arrangements withexternal auditors; andii)all members of the Board are involved in the Company's auditfunction to ensure the proper maintenance of the entity and theintegrity of all financial reporting.
4.2	The board of a listed entity should, before it approves the entity's financial statementsfor a financial period, receive from its CEO and CFO a declaration that, in theiropinion, the financial records of the entity have been properly maintained and that thefinancial statements comply with the appropriate accounting standards and give atrue and fair view of the financial position and performance of the entity and that theopinion has been formed on the basis of a sound system of risk management andinternal control which is operating effectively.	Yes	The Company's Audit and Risk Committee Charter requires the CEO and CFO (or,if none, the person(s) fulfilling those functions) to provide a sign off on these terms.The Company intends to obtain a sign off on these terms for each of its financialstatements in each financial year.
4.3	A listed entity should disclose its process to verify the integrity of any periodiccorporate report it releases to the market that is not audited or reviewed by anexternal auditor	Yes	Any periodic corporate reports are prepared by the accountant, reviewed by the CFO(or whoever is performing the functions of a CFO)and presented to the Board forsign off prior to release to the market.

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

5.1	A listed entity should have and disclose a written policy for complying with itscontinuous disclosure obligations under listing rule 3.1.	Yes	The Company's Corporate Governance Plan includes a continuous disclosureprogram. The Corporate Governance Plan is available on the Company's website.
5.2	A listed entity should ensure that its board receives copies of all material marketannouncements promptly after they have been made.	Yes	All material market announcements are circulated to the board via email.
5.3	A listed entity that gives a new and substantive investor or analyst presentationshould release a copy of the presentation materials on the ASX MarketAnnouncements Platform ahead of the presentation.	Yes	Results presentations and resultsof the annual general meetings are released onthe ASX Market Announcements Platform as soon as practically possible after theconclusion of the general meeting. Other presentations to new or substantiveshareholders or investor analysts are released on the ASX Market AnnouncementsPlatform prior to the presentation.

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1	A listed entity should provide information about itself and its governance to investorsvia its website.	Yes	TheCompany'swebsiteprovidesinformationontheCompanyincludingitsbackground, objectives, projects and contact details. The Corporate Governancepage provides access to key policies, procedures and charters of the Company,such as the Board and Committee charters, securities trading policy, diversity policyand the latest Corporate Governance Statement.ASXannouncements,Companyreportsandpresentationsareuploadedtothe websitefollowingreleasetotheASXandeditorialcontentisupdatedonaregular basis.
6.2	A listed entity should design and implement an investor relations program to facilitateeffective two-way communication with investors.	Yes	The Company encourages security holders to attend and participate in generalmeetings and makes itself available to meet investors and regularly respondstotelephone or email enquiries from investors.
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitateand encourage participation at meetings of security holders.	Yes	Shareholders are encouraged to participate at all general meetings and AGMs ofthe Company. Upon the despatch of any notice of meeting to Shareholders, theCompany Secretary shall send out material stating that all Shareholders areencouraged to participate at the meeting.The Company's Shareholder Communication Policy is disclosed on the Company'swebsite.
6.4	A listed entity should ensure that all substantive resolutions at a meeting of securityholders are decided by a poll rather than by a show of hands.	Yes	The company decides all resolutions at a meeting of security holders by a poll.

6.5	A listed entity should give security holders the option to receive communications from,and send communications to, the entity and its security registry electronically.	Yes	It is the Company's desire that shareholders receive communications electronicallyin the interests of the environment and constraining costs. In an endeavour to drivethis objective the Company provides security holders the option to receivecommunications from, and to send communications to, the Companyelectronically.
-----	-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------	-----	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

7.1	The board of a listed entity should:(a)have a committee or committees to oversee risk, each of which:(1)has at least three members, a majority of whom are independent directors;and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number of times the committeemet throughout the period and the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees that satisfy (a) above, disclosethat fact and the processes it employs for overseeing the entity's riskmanagement framework.	No	(a)The Company does not currently have an Audit and Risk Committee asthe Board consider the Company will not currently benefit from itsestablishment. The Company's Corporate Governance Plan contains anAudit and Risk Committee Charter that provides for the creation of anAudit and Risk Committee (if it is considered it will benefit the Company).A copy of the Corporate Governance Plan is available on the Company'swebsite.(b)In accordance with the Company's Board Charter, the Board carries outthe duties that would ordinarily be carried out by the Audit and RiskCommittee under the Audit and Risk Committee Charter including thefollowing processes to oversee the entity's risk management framework:i)the Board devotes time at quarterly Board meetings to fulfillingthe roles and responsibilities associated with overseeing riskand maintaining the entity's risk management framework andassociated internal compliance and control procedures; andii)the Board has required management to design and implementrisk management and internal control systems to manage theCompany's material business risks and has requiredmanagement to report to it on whether those risks are beingmanaged effectively; andiii)the Chief Executive Officer reports to the Board as to theeffectiveness of the Company's management of its materialbusiness risks.
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at least annually to satisfy itselfthat it continues to be sound and that the entity is operating with due regard to therisk appetite set by the board; and(b)disclose, in relation to each reporting period, whether such a review has takenplace.	Yes	a)The Audit and Risk Committee Charter requires that the Board, in theabsence of an Audit and Risk Committee, should, at least annually, satisfyitself that the Company's risk management framework continues to besound.b)The Company's Corporate Governance Plan requires the Company todisclose at least annually whether such a review of the company's riskmanagement framework has taken place.

7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function is structured and what role itperforms; or(b)if it does not have an internal audit function, that fact and the processes it employsfor evaluating and continually improving the effectiveness of its risk managementand internal control processes.	Yes	a)The Company does not currently have an internal audit function.b)The Audit and Risk Committee Charter provides for the Board, in theabsence of an Audit and Risk Committee, to monitor the need for aninternal audit function. The Board plays an active rolein monitoring thedaily affairs of the Company. Each Board member has access to externalauditors and the auditor has access to each Board Member. In the eventof a resignation of external auditors, the Board will appoint a new externalauditor which is subsequently ratified by shareholders in general meeting.In all other cases an external auditor is appointed by shareholders ingeneral meeting. An external auditor can be removed by shareholders ingeneral meeting. The Board does not have a policy for the rotation ofexternal audit engagement partners.
7.4	A listed entity should disclose whether it has any material exposure to economic,environmental and social sustainability risks and, if it does, how it manages or intendsto manage those risks.	Yes	The Audit and Risk Committee Charter requires the Board, in the absence of anAudit and Risk Committee, to assist management determine whether the Companyhas any material exposure to economic, environmental and social sustainability risksand, if it does, how it manages or intends to manage those risks.The Company's Corporate Governance Plan requires the Company to disclosewhether it has any material exposure to economic, environmental and socialsustainability risks and, if it does, how it manages or intends to manage those risks.The Company will disclosethis information in its Annual Report and on its ASXwebsite as part of its continuous disclosure obligations.

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

8.1	The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom are independent directors;and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number of times the committeemet throughout the period and the individual attendances of the membersat those meetings; or(b)if it does not have a remuneration committee, disclose that fact and theprocesses it employs for setting the level and composition of remuneration fordirectors and senior executives and ensuring that such remuneration isappropriate and not excessive.	No	a)The Company does not currently have a Remuneration Committee as the Boardconsiders the Company will not currently benefit from its establishment. TheCompany's Corporate Governance Plan contains a Remuneration CommitteeCharter that provides for the creation of a Remuneration Committee (if it isconsidered it will benefit the Company).b)In accordance with the Company's Board Charter, the Board carries out the dutiesthat would ordinarily be carried out by the Remuneration Committee under theRemuneration Committee Charter including the following processes to set the leveland composition of remuneration for Directors and senior executivesand ensuringthat such remuneration is appropriate and not excessive:i)the Board devotes time at the annual Board meeting to assess the leveland composition of remuneration for Directors and senior executives;ii)the Company has not adopted any schemes for retirement benefits;iii)the total maximum remuneration of non-executive Directors is initially setby the Constitution and subsequent variation is by ordinary resolution ofthe shareholders in general meeting; andiv)the determination of non-executive Directors' remuneration within themaximum amount fixed will be made by the Board having regard to theinputs and value to the Company or the respective contributions be eachnon-executive Director.
8.2	A listed entity should separately disclose its policies and practices regarding theremuneration of non-executive directors and the remuneration of executive directorsand other senior executives.	Yes	The Company's Corporate Governance Plan requires the Board to disclose its policies andpractices regarding the remuneration of Directors and senior executives, which is disclosedon the Company's website.
8.3	A listed entity which has an equity-based remuneration scheme should:(a)have a policy on whether participants are permitted to enter into transactions(whether through the use of derivatives or otherwise) which limit the economicrisk of participating in the scheme; and(b)disclose that policy or a summary of it.	Yes	a)The Company's securities trading policy includes prohibitions on hedging &derivative trading in respect of participants in any Company share, option,performance rights or other plan or similar arrangement which limit the economicrisk of participating in such schemes.b)The securities trading policy is available on the Company's website.

PRINCIPLE 9 – ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES

9.1	A listed entity with a director who does not speak the language in which board orsecurity holder meetings are held or key corporate documents are written shoulddisclose the processes it has in place to ensure the director understands and cancontribute to the discussions at those meetings and understands and can dischargetheir obligations in relation to those documents.	N/A
9.2	A listed entity established outside Australia should ensure that meetings of securityholders are held at a reasonable place and time.	N/A
9.3	A listed entity established outside Australia, and an externally managed listed entitythat has an AGM, should ensure that its external auditor attends its AGM and isavailable to answer questions from security holders relevant to the audit.	N/A