RINCON RESOURCES LIMITED — Proxy Solicitation & Information Statement 2023

Sep 17, 2023

Rincon Resources Limited ACN 628 003 538

Notice of General Meeting

Notice is given that the Meeting will be held at:

Time: 11:00 am (Perth time)

Date: 18 October 2023

Place: Unit 8 1200 Hay Street WEST PERTH WA 6005

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm (Sydney time) on 16 October 2023.

Agenda

1. Resolution 1 – Ratification of a prior issue - Acquisition Consideration – Laverton Tenements

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,388,889 Shares to Mining Equities Pty Ltd under ASX Listing Rule 7.1 on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mining Equities Pty Ltd, or any associates of Mining Equities Pty Ltd.

2. Resolution 2 – Issue of Shares – Acquisition Consideration – Telfer Tenement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of 1,250,000 Shares to CRC Minerals Pty Ltd (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of CRC Minerals Pty Ltd (or its nominee(s)), or any person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

3. Resolution 3 – Ratification of a prior issue – Tranche 1 of the Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 9,153,441 Shares to sophisticated and/or professional investors under ASX Listing Rule 7.1 on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who participated in the issue of Shares, or any associates of those persons.

4. Resolution 4 – Issue of Shares – Tranche 2 of the Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 94,846,559 Shares to sophisticated and/or professional investors on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who is expected to participate in the issue of Shares (or their nominee(s)), or any person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

5. Resolution 5 – Issue of Options – Joint Lead Managers of Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 14,000,000 Options to CPS Capital Group Pty Ltd and Ironside Capital Pty Ltd (or their respective nominee(s)) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of CPS Capital Group Pty Ltd, Ironside Capital Pty Ltd (or their nominee(s)), or any person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

6. Resolution 6 – Participation of Director in Placement – Blair Sergeant

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 2,400,000 Shares to Mr Blair Sergeant (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Blair Sergeant (or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

7. Resolution 7 – Participation of Director in Placement – David Lenigas

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 2,000,000 Shares to Mr David Lenigas (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr David Lenigas (or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

8. Resolution 8 – Participation of Director in Placement – Donald Strang

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 1,000,000 Shares to Mr Donald Strang (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Donald Strang (or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

9. Resolution 9 – Participation of Director in Placement – Gary Harvey

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 800,000 Shares to Mr Gary Harvey (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Gary Harvey (or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

Dated: 18 September 2023

By order of the Board

Victor Goh Company Secretary

Voting exclusion statements

Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• (a) each Shareholder has a right to appoint a proxy;
• (b) the proxy need not be a Shareholder of the Company; and
• (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and
• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6243 4089.

Explanatory Statement

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. Background to Resolutions

1.1 Resolution 1

On 10 January 2023, the Company announced it had entered into an agreement to acquire a 100% legal and beneficial interest in six exploration licences (E38/3063, E38/3064, E38/3201, E38/3202, E38/3535, and E38/3382) (Laverton Tenements) from unrelated vendors, Mining Equities Pty Ltd and Peter Gianni (Laverton Vendors) (Laverton Acquisition).

The Laverton Tenements lie adjacent and abut the Company's existing tenements in the Laverton area in Western Australia, and expanded the Company's total tenement area at Laverton by 65%.

The material terms of the agreement relating to the Laverton Acquisition were:

• (a) Conditions Precedent: Completion was subject to and conditional upon the Company and Mining Equities Pty Ltd entering into certain Deeds of Assignment and Assumption in respect of existing Access Agreements applying to E38/3201, E38/3202 and E38/3535.
• (b) Consideration: The consideration to be paid to the Laverton Vendors consisted of:
  • (i) $25,000 in cash to Peter Gianni for 100% interest in E38/3382;
  • (ii) $125,000 worth of Shares to Mining Equities Pty Ltd for 100% interest in E38/3063, E38/3064, E38/3201, E38/3202, and E38/3535;
  • (iii) a 1.0% Net Smelter Royalty in favour of Mining Equities Pty Ltd.

On 16 January 2023, the Company issued 1,388,889 Shares in satisfaction of the share component of the Consideration payable to Mining Equities Pty Ltd.

1.2 Resolution 2

On 13 September 2022, the Company announced it had entered into an agreement to acquire, subject to grant, a 100% legal and beneficial interest in exploration licence 45/6163 (Telfer Tenement) from an unrelated vendor, CRC Minerals Pty Ltd (Telfer Vendor) (Telfer Acquisition).

The Telfer Tenement adjoins the Company's Westin Tenement Area, which is part of its South Telfer Copper-Gold Project located in Paterson Province, Western Australia.

The material terms of the agreement relating to the Acquisition are:

• (a) Conditions Precedent: Completion is subject to and conditional upon:
  • (i) the Telfer Tenement being granted;
  • (ii) Shareholder approval for the issue of the Shares contemplated by the Consideration;
  • (iii) receipt of written consent under section 64(1)(b) of the Mining Act 1978 (WA) to the transfer of a 100% legal and beneficial interest in the Telfer Tenement from the Telfer Vendor to the Company's subsidiary, South Telfer Mining Pty Ltd (Buyer).

If the Conditions Precedent are not satisfied (or waived in accordance with the agreement) by 31 December 2023, or such other date as the parties may agree in writing, the agreement

may be terminated by the Buyer.

• (b) Consideration: The consideration paid or to be paid to the Telfer Vendor consists of:
  • (i) Deposit: $10,000 which has been paid.
  • (ii) Completion: 1,250,000 Shares, being valued at $100,000 based on the issue price of Shares under the Placement agreed at the time of the Telfer Acquisition.
• (c) Royalty: Subject to completion of the Acquisition, the Buyer agrees to pay a 0.5% net smelter return royalty to the Telfer Vendor on all minerals or metallic product extracted or recovered from the Telfer Tenement area which is sold or otherwise disposed of.

The agreement for the Telfer Acquisition is otherwise on customary terms and conditions for an agreement of this nature, including representations and warranties from the Telfer Vendor.

Grant of the Telfer Tenement has not yet occurred. Accordingly the Company seeks Shareholder approval for the issue of these Shares in anticipation of the grant of the Telfer Tenement.

1.3 Resolutions 3 to 5

On 31 August 2023, the Company announced a capital raising seeking to raise up to $2.6 million through the issue of 104,000,000 Shares at $0.025 per Share (Placement). The issue price under the Placement represented a 19.4% discount to the latest traded price prior to the announcement, being $0.031 on 28 August 2023.

The Placement is being undertaken in two tranches as follows:

• (a) Tranche 1: 9,153,441 Shares using its capacity under Listing Rules 7.1; and
• (b) Tranche 2: 94,846,559 Shares to be issued subject to Shareholder approval. (This number includes 6,200,000 Shares to be issued to Directors and 1,800,000 to the joint Company Secretaries pursuant to their participation in the Placement; the Directors' participation is subject to the approval of Resolutions 6 to 9).

CPS Capital Group Pty Ltd (AFSL No. 294848) and Ironside Capital Pty Ltd (AFSL No 489781) (Joint Lead Managers) were engaged to act as lead managers to the Placement pursuant to Joint Lead Managers Agreement. The Company has agreed to pay the Joint Lead Manager (or its nominee(s)) the following fees subject to completion of the Placement:

• (a) Adviser Options: 14,000,000 Options on the terms and conditions set out in Schedule 1; and
• (b) Management and Placement Fees: 2% and 4% (plus GST) respectively of the amount raised under the Placement (not including $200,000 of Shares to be issued to the directors (subject to shareholder approval) and joint company secretaries and a further $400,000 of Shares upon which no placement fees are payable) payable in cash ($128,000 plus GST).

The Joint Lead Managers will also receive a monthly fee of $8,000 for corporate advice services for a period of 12 months. The engagement of the Joint Lead Managers is otherwise on customary terms and conditions.

Tranche 1 of the Placement was completed on 8 September 2023 and Shareholder approval to ratify this issue is the subject of Resolution 3.

Tranche 2 of the Placement is subject to Shareholder approval under Resolution 4.

The issue of Options to the Joint Lead Managers (or their nominee(s)) is subject to Shareholder approval under Resolution 5.

1.4 Resolutions 6 to 9

The Directors intend to apply for a total of $155,000 worth of Shares under the Placement, subject to the participation of the Directors receiving shareholder approval. Resolutions 6 to 9 seek shareholder approval for the issue of Shares to each Director separately pursuant to his participation in the Placement.

2. Resolution 1 – Ratification of a prior issue – Acquisition Consideration – Laverton Tenements

2.1 General

Details of the acquisition of the Laverton Tenements are set out in Section 1.1.

Resolution 1 seeks Shareholder approval to ratify the issue of the Shares issued to Mining Equities Pty Ltd, one of the Laverton Vendors.

2.2 Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period (Placement Capacity).

2.3 Listing Rule 7.4

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

2.4 Effect of the Resolution

The issue of the Shares did not fit within any of the exceptions from Listing Rule 7.1 and was not subject to prior Shareholder approval. The issue of the Shares the subject of Resolution 1 effectively used available Placement Capacity under Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the date of their issue. At the time of issue, sufficient placement capacity was available that the issue of the securities the subject of Resolution 1 did not breach Listing Rule 7.1.

By ratifying the issue of the Shares the subject of Resolution 1, the Company will retain the flexibility to issue equity securities in the future up to the Placement Capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. The base figure (referred to as variable "A" in the formula in ASX Listing Rule 7.1) from which the Company's Placement Capacity is calculated, will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

If Resolution 1 is not passed, then the Company's Placement Capacity under Listing Rule 7.1 will not be refreshed. The result will be that the Shares the subject of Resolution 1 will continue to be included in calculating the Company's use of the 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without prior Shareholder approval over the 12 month period following the date of their issue.

2.5 Board Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1.

2.6 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the Shares were issued to Mining Equities Pty Ltd;
• (b) the number of Shares issued was 1,388,889;
• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (d) the Shares were issued on 16 January 2023;
• (e) the Shares were issued for nil cash consideration at a deemed issue price of $0.09 each;
• (f) the purpose of the issue of the Shares is as part consideration for the acquisition of the Laverton Tenements; and
• (g) the Shares are being issued pursuant to the agreement for the Laverton Acquisition, the material terms of which are summarised at Section 1.1.

3. Resolution 2 – Issue of Shares – Acquisition Consideration – Telfer Tenement

3.1 General

Resolution 2 seeks Shareholder approval to issue Shares to the Telfer Vendor (or its nominee(s)) in relation to the Acquisition.

Details of the Telfer Acquisition are set out in Section 1.2.

3.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 2.2.

3.3 Effect of the Resolution

If Resolution 2 is passed, then the Company will be able to proceed with the issue of Shares to the Telfer Vendor (or its nominee(s)) during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using up any part of the Company's Placement Capacity under ASX Listing Rule 7.1.

If Resolution 2 is not passed, the Company will need to agree alternative form of compensation with the Telfer Vendor in order to be able to complete the Acquisition.

3.4 Directors' recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2.

3.5 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of Shares to the Telfer Vendor (or its nominee(s)):

• (a) the Shares will be issued to the Telfer Vendor (or its nominee(s));

• (b) the maximum number of Shares to be issued is 1,250,000;

• (c) the Shares will be issued on the same terms and conditions as existing Shares in the capital of the Company;

• (d) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all the Shares will occur on the same date;

• (e) the Shares will be issued for nil cash consideration, accordingly no funds will be raised;

• (f) the purpose of the issue of the Shares is as consideration for the Telfer Acquisition; and

• (g) the Shares are being issued pursuant to the agreement for the Telfer Acquisition, the material terms of which are summarised at Section 1.2.

4. Resolution 3 – Ratification of a prior issue – Tranche 1 of the Placement

4.1 General

Details of the Placement are set out in Section 1.3.

Resolution 3 seeks Shareholder approval to ratify the issue of the Shares issued under Tranche 1 of the Placement.

4.2 Listing Rule 7.1

ASX Listing Rule 7.1 is summarised at Section 2.2.

4.3 Listing Rule 7.4

ASX Listing Rule 7.4 is summarised at Section 2.3.

4.4 Effect of the Resolution

The issue of the Shares in Tranche 1 of the Placement did not fit within any of the exceptions from Listing Rule 7.1 and was not subject to prior Shareholder approval. The issue of the Shares the subject of Resolution 3 effectively used up the remaining available Placement Capacity under Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the date of their issue. At the time of issue, sufficient placement capacity was available that the issue of the securities the subject of Resolution 3 did not breach Listing Rule 7.1.

By ratifying the issue of the Shares the subject of Resolution 3, the Company will retain the flexibility to issue equity securities in the future up to the Placement Capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. The base figure (referred to as variable "A" in the formula in ASX Listing Rule 7.1) from which the Company's Placement Capacity is calculated, will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

If Resolution 3 is not passed, then the Company's Placement Capacity under Listing Rule 7.1 will not be refreshed. The resulting being that the Shares the subject of Resolution 3 will continue to be included in calculating the Company's use of the 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without prior Shareholder approval over the 12 month period following the date of their issue.

4.5 Board Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

4.6 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:

• (a) the Shares were issued to sophisticated and professional investors introduced by the Joint Lead Managers, the allottees being determined in consultation with the Directors. None of the subscribers were a related party of the Company or an associate of any of them, or a party to whom an issue of equity securities requires Shareholder approval under ASX Listing Rule 10.11. None of the allottees was a person whose identity would be deemed to be material in terms of the criteria in ASX Listing Rules Guidance Note 21 (being members of Key Management Personnel, Company advisers, substantial shareholders, or associates of any of these parties, who were issued a number of shares equal to or greater than 1% of the Company's issued capital at the time);
• (b) the number of Shares issued was 9,153,441;
• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (d) the Shares were issued on 8 September 2023;
• (e) the Shares were issued at an issue price of $0.025 each;
• (f) the Company received $228,836 from the issue of the Shares, which it is using to explore its existing and proposed projects, working capital and costs of the Lead Manager; and
• (g) the Shares were issued pursuant to the Placement. The Company entered into an agreement with the Lead Manager in relation to the Placement, the material terms of which are summarised at Section 1.3.

5. Resolution 4 – Issue of Shares – Tranche 2 of the Placement

5.1 General

Details of the Placement are set out in Section 1.3.

Resolution 4 seeks Shareholder approval to issue Shares in relation to participation in Tranche 2 of the Placement.

5.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 2.2.

5.3 Effect of the Resolution

The effect of Resolution 4 will be to allow the Company to issue 94,846,559 Shares during the period of 3 months after the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of Shares contemplated by Tranche 2 of the Placement and will not receive $2,371,163 in subscription funds.

5.4 Directors' recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4.

5.5 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

(a) a maximum of 94,846,559 Shares will be issued to sophisticated and professional investors introduced by the Joint Lead Managers, the allottees being determined in consultation with

the Directors.

If Shareholders approve Resolutions 6 to 9, a total of 6,200,000 Shares in Tranche 2 will be issued to the Directors, who are related parties of the Company. If Shareholder approval is not received for Resolutions 6 to 9, those Shares will instead be issued to other unrelated subscribers in the Placement. Other than if Shareholders approve Resolutions 6 to 9, no Shares in Tranche 2 of the Placement will be issued to a related party of the Company or an associate of any of them, or a party to whom an issue of equity securities requires Shareholder approval under ASX Listing Rule 10.11.

None of the allottees will be a person whose identity would be deemed to be material in terms of the criteria in ASX Listing Rules Guidance Note 21 (being members of Key Management Personnel, Company advisers, substantial shareholders, or associates of any of these parties, who were issued a number of shares equal to or greater than 1% of the Company's issued capital at the time). The Company notes that Mr Zane Lewis and Mr Vincent Goh, who are each a joint Company Secretary but not a Director, intend to apply for 1,600,000 Shares and 200,000 Shares respectively in Tranche 2 of the Placement;

• (b) the Shares to be issued will be issued on the same terms and conditions as existing Shares in the capital of the Company;
• (c) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
• (d) the Shares will be issued at $0.025 each, being the same issue price as all other Shares under the Placement;
• (e) a total of $2,371,163 will be raised by the issue of these Shares;
• (f) the funds raised will form part of the total amount of funds raised by the Placement, which will be used as described in Section 4.6(f); and
• (g) The Company entered into an agreement with the Lead Manager in relation to the Placement, the material terms of which are summarised at Section 1.3.

6. Resolution 5 – Issue of Options – Joint Lead Managers of Placement

6.1 General

Resolution 5 seeks Shareholder approval to issue Options to the Joint Lead Managers (or their nominee(s)) in relation to their engagement as lead managers of the Placement.

Details of the Placement are set out in Section 1.3.

6.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 2.2.

6.3 Effect of the Resolution

If Resolution 5 is passed, then the Company will be able to proceed with the issue of Options to the Joint Lead Managers (or their nominee(s)) during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using up any part of the Company's Placement Capacity under ASX Listing Rule 7.1.

If Resolution 5 is not passed, the Company will need to agree alternative form of compensation to the Lead Manager.

6.4 Directors' recommendation

The Directors recommend that Shareholders vote in favour of Resolution 5.

6.5 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 5:

• (a) the Options will be issued to the Joint Lead Managers (or their nominee(s));
• (b) the maximum number of Options to be issued is 14,000,000;
• (c) the Options will be issued on the terms and conditions set out in Schedule 1;
• (d) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all the Options will occur on the same date;
• (e) the Options will be issued for nominal cash consideration of $0.00001 each;;
• (f) the purpose of the issue of the Options is as part of the compensation payable to the Joint Lead Managers for managing the Placement; and
• (g) the Options are being issued pursuant to the engagement of the Joint Lead Managers which is summarised at Section 1.3.

7. Resolutions 6 to 9 – Participation of Related Parties in Placement

7.1 General

As announced on 31 August 2023, Directors of the Company committed to apply for a total of 6,200,000 Shares in the Placement (Related Party Participants), subject to Shareholder approval. In accordance with their announced commitments to participate in the Placement, Mr Blair Sergeant has applied for $60,000 worth of Shares, Mr David Lenigas for $50,000 worth of Shares. Mr Donald Strang for $25,000 worth of Shares, and Mr Gary Harvey for $20,000 worth of Shares.

7.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The participation of the Related Party Participants in the Placement involves the granting of a financial benefit and each Related Party Participant is a related party of the Company by virtue of being a Director.

Section 210 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is on terms that would be reasonable in the circumstances if the company and the related party were dealing at arm's length, or are less favourable than those terms.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Shares to the Related Party Participants by virtue of their participation in the Placement because these Shares are to be issued to those parties at the same price and on the same terms and conditions as to all other subscribers to the Placement.

7.3 Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;
• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of Shares to the Related Party Participants falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 6 to 9 seek the required Shareholder approval for the issue of the Shares under and for the purposes of Listing Rule 10.11.

7.4 Effect of Resolutions

If any or all of Resolutions 6 to 9 are passed, the Company will be able to proceed with the issue of the Shares to the Related Party Participants in respect of whom the relevant Resolution(s) is passed within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and the Related Party Participants will be able to participate in the Placement. As it is an exception from Listing Rule 7.1 pursuant to Listing Rule 7.2 Exception 14 if approval for an issue of equity securities is obtained under Listing Rule 10.11, the issue of the Shares will not use up any of the Company's Placement Capacity under that rule.

If any or all of Resolutions 6 to 9 are not passed, the Related Party Participant(s) in respect of whom the Resolution(s) is not passed will not be able to participate in the Placement.

7.5 Board recommendation

As all Directors have committed to participate in the Placement subject to receiving Shareholder approval, and each has a material person interest in the Resolution to approve the issue of Shares to

him, the Related Party Participants decline to give a recommendation to Shareholders on whether to vote in favour of Resolutions 6 to 9.

7.6 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 6 to 9:

• (a) the Shares will be issued to the following persons:
  • (i) Mr Blair Sergeant (or his nominee) pursuant to Resolution 6;
  • (ii) Mr David Lenigas (or his nominee) pursuant to Resolution 7;
  • (iii) Mr Donald Strang (or his nominee) pursuant to Resolution 8, and
  • (iv) Mr Gary Harvey (or his nominee) pursuant to Resolution 9;

each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director;

• (b) the maximum number of Shares to be issued to the Related Party Participants is 6,200,000 comprising:
  • (i) 2,400,000 Shares to Mr Blair Sergeant (or his nominee) pursuant to Resolution 6;
  • (ii) 2,000,000 Shares to Mr David Lenigas (or his nominee) pursuant to Resolution 7;
  • (iii) 1,000,000 Shares to Mr Donald Strang (or his nominee) pursuant to Resolution 8; and
  • (iv) 800,000 Shares to Mr Gary Harvey (or his nominee) pursuant to Resolution 9,
• (c) the Shares will be issued on the same terms and conditions as all other existing Shares on issue;
• (d) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Shares will occur on the same date;
• (e) the Shares will be issued at $0.025 Share, being the same price as all other Shares in the Placement; and
• (f) the purpose of the issue of the Shares is to enable the Related Party Participants to continue to support the Company through the participation in the Placement and the funds raised will be used in the same manner as the remaining funds raised by the Placement as described in Section 4.6(f).

Glossary

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day 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.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;
• (b) a child of the member's spouse;
• (c) a dependent of the member or the member's spouse;
• (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
• (e) a company the member controls; or
• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

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

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities means a Share, a right to a Share or Option, an Option, a convertible security, and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

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

Schedule 1 – Terms and conditions of Lead Manager Options

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise price

Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.05 (Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date falling two (2) years after the date of issue of the Options (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on and from the date of issue until the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Options certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise; and
• (ii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

Also, if required, the Company will give ASX a notice that complies with section 708A(5)(e) of the Corporations Act (Cleansing Notice), or, if the Company is unable to issue a Cleansing Notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. If a Cleansing Notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued Shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in Exercise Price or number of underlying securities

An Option does not confer a right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) No voting or dividend rights

An Option does not carry any voting rights or entitle the holder to any dividends.

(m) Rights on winding up

An Option does not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company. The Options do not confer any right to a return of capital, whether in winding up, upon reduction of capital or otherwise.

(n) Transferability

An Option is transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

														.					.

	Resolutions	For	Against	Abstain
	Ratification of a prior issue - Acquisition Consideration - Laverton Tenements
$\overline{2}$ .	Issue of Shares - Acquisition Consideration - Telfer Tenement
3.	Ratification of a prior issue - Tranche 1 of the Placement
4.	Issue of Shares - Tranche 2 of the Placement
5.	Issue of Options - Joint Lead Managers of Placement
6.	Participation of Director in Placement - Blair Sergeant
7.	Participation of Director in Placement - David Lenigas
8.	Participation of Director in Placement - Donald Strang
9.	Participation of Director in Placement - Gary Harvey

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company SecretaryContact Name:	Director	Director / Company Secretary
Email Address:
Contact Daytime TelephoneDate (DD/MM/YY)
		By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

RCR