RONIN RESOURCES LTD — Annual Report 2020

Dec 13, 2021

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Ronin Resources Ltd

ABN 30 625 330 878

Annual Report - 30 June 2020

Ronin Resources Ltd
Contents
30 June 2020
Corporate directory	2
Directors' report	3
Auditor's independence declaration	8
Statement of profit or loss and other comprehensive income	9
Statement of financial position	10
Statement of changes in equity	11
Statement of cash flows	12
Notes to the financial statements	13
Directors' declaration	25
Independent auditor's report to the members of Ronin Resources Ltd	26

1

Ronin Resources Ltd Corporate directory 30 June 2020

Directors	Joseph van den Elsen – Executive Chairman
	Matthew Keen – Non-executive Director
	Wilson Escobar Castaneda - Non-executive Director
Company secretary	Justin Mouchacca
Registered office	Level 21, 459 Collins Street
	Melbourne VIC 3000
Principal place of business	Level 21, 459 Collins Street
	Melbourne VIC 3000
Auditor	William Buck
	Level 20, 181 William Street
	Melbourne, Victoria 3000

Ronin Resources Ltd Directors' report 30 June 2020

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Ronin Resources Ltd (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the period ended 30 June 2020. The comparative period results relate to the financial period of 15 months ended 30 June 2019.

Directors

The following persons were directors of Ronin Resources Ltd during the whole of the financial period and up to the date of this report, unless otherwise stated:

Joseph van den Elsen (Executive Chairman) Matthew Keen (Non-executive Director)

Wilson Escobar Castaneda (Non-executive Director) - appointed 29 March 2021

Dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Review of operations

Financial review

The loss for the consolidated entity after providing for income tax amounted to $134,050 (2019: $915,399).

The majority of expenses during the financial period related to exploration and evaluation expenses amounting to $95,285 (2019: $894,205).

The net assets of the consolidated entity as at 30 June 2020 was a deficit of $186,981 (2019: $138,747). The main reason for the net asset deficiency related to outstanding amounts payable for project acquisition costs with $34,851 (2019: $121,020) which a payment plan has been agreed and $145,148 (2019: $142,383) being contingent on the consolidated entity being registered as the title holder of the FI3-152 Mining Contract.

The Company ended the financial year at 30 June 2020 with a cash balance of $2,034 (2019: $127,353).

Operational review

During the financial year, the company continued to carry out exploration activities on its Vetas Project which is located in the Catatumbo coal basin of the municipality of Tibu, Norte de Satander, Colombia and the Santa Rosa Project, a package of mining contract applications located in the artisan mining district of the Bolivar Department, Colombia and prospective for gold and copper.

The Company’s exploration activities were primarily focused on the evaluation and assessment of the Vetas Project and consisted of historical data compilation and interpretation, geophysics, field mapping, surface sampling and resource modelling.

Significant changes in the state of affairs

During September 2019, the Company issued 950,000 fully paid ordinary shares with an issue price of $0.10 (10 cents) per share with $70,000 raised in cash and $25,000 to settle outstanding Directors' fees.

During September 2019, the Company issued 850,000 founder shares with an issue price of $0.001 (0.1 cents) per share, which were granted in April 2018.

On 28 October 2019 the consolidated entity changed its name to ‘CMN Mining Pty Ltd’ from ‘Gotham Mining Pty Ltd’ following shareholder approval received at a general meeting of shareholders held on 25 October 2019.

On 1 December 2019 the Company entered into an option agreement to acquire the Santa Rosa Project, a package of mining contract applications located in the artisan mining district of the Bolivar Department, Colombia and prospective for gold and copper for nil consideration.

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Ronin Resources Ltd Directors' report 30 June 2020

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

Matters subsequent to the end of the financial year

During February 2021 and on a pre-consolidated basis, the Company issued 18,749,990 fully paid ordinary shares with an issue price of $0.026667 per share raising $500,000. The Company also issued 18,749,990 free attaching options exercisable at $0.05 (5 cents) per option, on or before 17 February 2024.

During February 2021 the Company issued 4,800,000 options exercisable at $0.05 (5 cents) per option (on a pre consolidation basis), on or before 17 February 2024 to Directors and Officers. The Company also issued 1,200,000 performance rights (on a pre consolidation) to its Executive Chairman, which will vest subject to the satisfaction of market based performance conditions.

On 16 March 2021 the consolidated entity changed the Company’s status from a proprietary company limited to a public company limited by shares following shareholder approval received at a general meeting of shareholders held on 16 March 2021.

On 16 March 2021 the consolidated entity changed its name to ‘Ronin Resources Limited’ from ‘CMN Mining Pty Ltd’ following shareholder approval received at a general meeting of shareholders held on 16 March 2021.

On 17 March 2021 the consolidated entity completed a consolidation of fully paid ordinary shares following shareholder approval received at a general meeting of shareholders held on 16 March 2021. The total number of fully paid ordinary shares (Share) on issue was reduced on the basis of 1 (one) Share for every 6 (six) Share held as at 16 March 2021 resulting in the total number of Shares on issue being 5,625,010.

No other matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial period.

Likely developments and expected results of operations

The success of the Company will depend on exploration activities proposed to be carried out on the Company’s current project areas of interest which have been acquired or granted over time.

The Company continually reviews new potential project opportunities and if the Directors are successful in acquiring new projects or entering into a joint venture, it is expected that part of the funding held by the Company may be directed to the purchase of that project and to the exploration and development plan for that project. It may be that additional cash will be required to fund any of these events should they eventuate. In that case the Directors will be required to review the funding options available to the Company.

The Company is also planning for an initial public offering of its securities to be listed on the Australian Securities Exchange (ASX) which will provide additional equity and access to capital markets.

Environmental regulation

The consolidated entity holds participating interests in a number of exploration tenements. The various authorities granting such tenements require the tenement holder to comply with the terms of the grant of the tenement and all directions given to it under those terms of the tenement. To the best of the Directors' knowledge, the Group has adequate systems in place to ensure compliance with the requirements of all environmental legislation described above and are not aware of any breach of those requirements during the financial year and up to the date of the Directors' report.

4

Ronin Resources Ltd Directors' report 30 June 2020

Information on directors

Name: Joseph van den Elsen Title: Executive Chairman Qualifications: BA, LLB, Grad Dip Environment, Energy & Resources Law and Grad Dip Mineral Exploration Geoscience Experience and expertise: Mr Joseph van den Elsen is a dual Australian/Colombian citizen who founded Ronin Resources in 2017 and currently serves as the Managing Director of Ookami Ltd (ASX:OOK). Prior to founding Ronin Resources, he held executive positions with ASX Listed MHM Metals and Hampshire Mining. Previously Joseph was an Associate Director with UBS and held a comparable position with Goldman Sachs JBWere. Joseph graduated from LaTrobe University with a Bachelor of Arts and a Bachelor of Laws and later graduated from the University of Melbourne with a Graduate Diploma in Environment, Energy and Resources Law and from Curtin University with a Graduate Diploma in Mineral Exploration Geoscience. Joseph is currently studying towards a Master of Science (Mineral Economics) through Curtin University. Joseph van den Elsen is an experienced company director having been a NonExecutive Director of Ascot Resources Ltd (ASX:AZQ), the Non-Executive Chairman and subsequently Managing Director of MHM Metals Ltd (ASX:MHM) and currently serving as a Non-Executive Director of OAR Resources (ASX:OAR), Arcadia Minerals (ASX: AM7 listing pending) and as the Managing Director of Ookami Limited (ASX:OOK). Name: Matthew Keen Title: Non-executive Director Qualifications: B. Eng. (Hons) Experience and expertise: Matthew Keen holds an Electrical and Electronic Engineering degree and was previously employed as the General Manager – Corporate Development of Whitehaven Coal, between 2015 and 2021. Prior to this, Matthew was the Managing Director of MHM Metals (MHM:ASX). Matthew held positions with Queens Street Capital, an in house corporate advisory company to the Tinker Group focused on resources and UBS. Name: Wilson Escobar Castaneda Title: Non-executive Director Qualifications: B. Geo., Post Graduate Project Management Experience and expertise: Mr Wilson Escobar is a Colombian National geologist with over 20 year’s experience in mineral exploration and mine optimisation. Mr Escobar started his career working for Cerrejon (the BHP, Anglo American and Glencore Joint Venture) in Colombia and has also worked for Vale, Anglo American and South 32 in Colombia, Brazil and South Africa. Wilson is accredited under the JORC Code for the purposes of certifying Coal Exploration Targets and Ferro-Nickel Mineral Resource Estimates.

Company secretary

Justin Mouchacca, B. Bus (Acc), CA (appointed 27 January 2021)

Mr Mouchacca is a qualified Chartered Accountant with over 15 years' experience in public company responsibilities including statutory, corporate governance and financial reporting requirements. He graduated from RMIT University in 2008 obtaining with Bachelor of Business majoring in Accounting. Mr Mouchacca completed the Chartered Accountants Program in 2011 and has been appointed Company Secretary and Financial officer for a number entities listed on the Australian Stock Exchange. He specialises in the preparation of listing companies on stock exchanges, Corporations Act legislation, corporate governance policies, statutory report writing requirements, AGM and EGM requirements and assistance in the preparation of Prospectuses, information memorandums and other disclosure documents.

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Ronin Resources Ltd Directors' report 30 June 2020

Meetings of directors

The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2020, and the number of meetings attended by each director were:

	Full Board
	Attended	Held
Joseph van den Elsen	1		1
Matthew Keen	1		1
Wilson Escobar Castaneda*	-		-

Held: represents the number of meetings held during the time the director held office.

• Appointed 29 March 2021

Shares under option

Unissued ordinary shares of Ronin Resources Ltd under option (on a post consolidation basis) at the date of this report are as follows:

		Exercise	Number
Grant date	Expiry date	price	under option
17 February 2021	17 February 2024	$0.30	3,925,000

No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company or of any other body corporate.

Shares issued on the exercise of options

There were no ordinary shares of Ronin Resources Ltd issued on the exercise of options during the year ended 30 June 2020 and up to the date of this report.

Indemnity and insurance of officers

The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

Indemnity and insurance of auditor

The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.

During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

Proceedings on behalf of the company

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

Auditor's independence declaration

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

Auditor

William Buck continues in office in accordance with section 327 of the Corporations Act 2001.

6

Ronin Resources Ltd Directors' report 30 June 2020

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

On behalf of the directors

_________ Joseph van den Elsen Executive Chairman

17 June 2021 Melbourne

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AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF RONIN RESOURCES LTD

I declare that, to the best of my knowledge and belief during the year ended 30 June 2020 there have been:

• no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

• no contraventions of any applicable code of professional conduct in relation to the audit.

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William Buck Audit (Vic) Pty Ltd ABN 59 116 151 136

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N.S. Benbow

Director

Dated this 17[th] day of June, 2021

Ronin Resources Ltd Statement of profit or loss and other comprehensive income For the year ended 30 June 2020

Note Expenses Directors' fees Exploration and evaluation expenses Corporate and administration expenses Loss before income tax expense Income tax expense Loss after income tax expense for the year attributable to the owners of Ronin Resources Ltd Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign currency translations Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of Ronin Resources Ltd Basic earnings per share 17 Diluted earnings per share 17	Consolidated Financial year ended 30 June 2020 Financial period of 15 months ended 30 June $ $ (25,000) (4,000) (95,285) (894,205) (13,765) (17,194) (134,050) (915,399) - - (134,050) (915,399) (9,184) 15,802 (9,184) 15,802 (143,234) (899,597) Cents Cents (0.92) (8.55) (0.92) (8.55)
	(134,050) -
	(134,050) (9,184)
	(9,184)
	(143,234)
	Cents (0.92) (0.92)

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

9

Ronin Resources Ltd Statement of financial position As at 30 June 2020

Note Assets Current assets Cash and cash equivalents Trade and other receivables Total current assets Total assets Liabilities Current liabilities Trade and other payables 5 Other liabilities 6 Total current liabilities Total liabilities Net liabilities Equity Issued capital 7 Reserves Accumulated losses Total deficiency in equity	Consolidated 30 June 2020 30 June 2019 $ $ 2,034 127,353 5,984 6,034 8,018 133,387 8,018 133,387 15,000 8,731 179,999 263,403 194,999 272,134 194,999 272,134 (186,981) (138,747) 855,850 760,850 6,618 15,802 (1,049,449) (915,399) (186,981) (138,747)
	8,018
	8,018
	15,000 179,999
	194,999
	194,999
	(186,981)
	855,850 6,618 (1,049,449)
	(186,981)

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

10

Ronin Resources Ltd Statement of changes in equity For the year ended 30 June 2020

Consolidated Balance at 1 April 2018 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 7) Balance at 30 June 2019 Consolidated Balance at 1 July 2019 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 7) Balance at 30 June 2020	Issued capital $ - - -	Foreign currency translation reserve $ - - 15,802	Accumulated losses $ - (915,399) -	Total deficiency in equity $ - (915,399) 15,802 (899,597) 760,850 (138,747) Total deficiency in equity $ (138,747) (134,050) (9,184) (143,234) 95,000 (186,981)
	- 760,850	15,802 -	(915,399) -
	760,850	15,802	(915,399)
	Issued capital $ 760,850 - -	Foreign currency translation reserve $ 15,802 - (9,184)	Accumulated losses $ (915,399) (134,050) -
	- 95,000	(9,184) -	(134,050) -
	855,850	6,618	(1,049,449)

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

11

Ronin Resources Ltd Statement of cash flows For the year ended 30 June 2020

Note Cash flows from operating activities Payments to suppliers and employees (inclusive of GST) Net cash used in operating activities 16 Net cash from investing activities Cash flows from financing activities Proceeds from issue of shares 7 Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year	Consolidated Financial year ended 30 June 2020 Financial period of 15 months ended 30 June $ $ (195,392) (127,710) (195,392) (127,710) - - 70,073 260,000 70,073 260,000 (125,319) 132,290 127,353 - - (4,937) 2,034 127,353
	(195,392)
	-
	70,073
	70,073
	(125,319) 127,353 -
	2,034

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

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Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 1. General information

The financial statements cover Ronin Resources Ltd (formerly CMN Pty Ltd and Gotham Mining Pty Ltd), as a consolidated entity consisting of Ronin Resources Ltd and the entities it controlled at the end of, or during, the period. The financial statements are presented in Australian dollars, which is Ronin Resources Ltd's functional and presentation currency. The comparative period results relate to the financial period of 15 months ended 30 June 2019.

Ronin Resources Ltd is an unlisted public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 21, 459 Collins Street Melbourne VIC 3000

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 17 June 2021. The directors have the power to amend and reissue the financial statements.

Note 2. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

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

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

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’).

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about the transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 13.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Ronin Resources Ltd ('company' or 'parent entity') as at 30 June 2020 and the results of all subsidiaries for the year then ended. Ronin Resources Ltd and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

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Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

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

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

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Foreign currency translation

The financial statements are presented in Australian dollars, which is Ronin Resources Ltd's functional and presentation currency.

Foreign currency transactions

Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

Income tax

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

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

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

• When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

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

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Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

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

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

Current and non-current classification

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

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

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

Deferred tax assets and liabilities are always classified as non-current.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Trade and other receivables

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

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

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

Trade and other payables

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

Borrowings

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

Finance costs

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

Fair value measurement

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

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Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

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

Issued capital

Ordinary shares are classified as equity.

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

Exploration expenditure

Exploration and evaluation expenditure incurred are expensed in full in the statement of profit or loss as they are incurred. Expenditure is capitalised as development expenditure when technical feasibility and commercial viability of extracting a mineral resource is established.

During the exploration stages the consolidated entity does not provide for site restoration costs due to the uncertainties around the timing of such commitments. However, cost of site restoration are provided for once a mine plan / production phase has commenced and a known mine plan is evident. Site restoration costs usually include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology. Costs are discounted back to present value, using an applicable cost of capital relevant to the consolidate entity and then amortised over the life of the mine. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs are determined on the basis that the restoration will be completed within one period of abandoning the site.

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Ronin Resources Ltd, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Goods and Services Tax ('GST') and other similar taxes

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

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

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

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

New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2020. The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

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Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 3. Critical accounting judgements, estimates and assumptions

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

Share-based payment transactions

The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or BlackScholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Non-recognition of carry forward tax losses

The balance of future income tax benefit arising from the current financial year tax losses and timing differences have not been recognised as an asset because it is not clear when the losses will be recovered. The cumulative future income tax benefit estimated has not been recognised as an asset, will only be obtained if:

• (i) the company derives future assessable income of a nature and an amount sufficient to enable the benefit to be realised;

• (ii) the company continues to comply with the conditions for deductibility imposed by law; and

• (iii) no changes in tax legislation adversely affecting the company realising the benefit.

Employee benefits provision

As discussed in note 2, the liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.

Note 4. Operating segments

The consolidated entity is organised into one operating segment, being exploration in Colombian projects. This operating segment is based on the internal reports that are reviewed by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM') in assessing performance and in determining the allocation of resources.

The CODM reviews financial management accounts regularly. The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.

Note 5. Current liabilities - trade and other payables

Trade payables Accrued expenses	Consolidated 30 June 2020 30 June 2019 $ $ - 1,231 15,000 7,500 15,000 8,731
	15,000

Refer to note 8 for further information on financial instruments.

17

Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 6. Current liabilities - Other liabilities

Project acquisition costs payable Deferred acquisition cost payable	Consolidated 30 June 2020 30 June 2019 $ $ 34,851 121,020 145,148 142,383 179,999 263,403
	179,999

Refer to note 8 for further information on financial instruments.

On 29 April 2019, Cooperativo Minero de Norte de Santander SAS (Cooperative Minero) entered into an agreement with Jairo Cuellar and Diego Mojica for the acquisition of the FI3-152 Mining Contract for total consideration of USD$200,000, payable as follows:

• Payment of USD$15,000 which was settled on the 17 May 2019;

• Assumption by Cooperativo Minero of a payment obligation to the Colombian National Mining Agency (ANM) of approximately 250m COP. This obligation related to unpaid land tax obligations associated with the FI3-152 title and under the terms of the contract was assigned a deemed value of USD$85,000.

• On 11 July 2019, Cooperativo Minero entered into a payment plan with the ANM for settlement of this liability. The final payment and extinguishment of the ANM liability was settled on 15 April 2021.

• Payment of USD$100,000 upon registration of the FI3-152 title in the name of Cooperativo Minero.

• The transfer of the FI3-152 title was processed with the ANM in June 2019 and is subject to formal registration. To secure Cooperativo Minero’s rights in the interim period, it has secured a Power of Attorney (POA) giving it rights to act as the beneficial owner of the FI3-152 title as well as a Prenda Minera, a mortgage style caveat against the title until formal registration of title has been processed by the ANM.

Note 7. Equity - issued capital

30 June 2020 Shares Ordinary shares - fully paid 15,000,000 Movements in ordinary share capital Details Date Balance 1 April 2018 Grant of incorporation shares 1 April 2018 Acquisition of subsidiary and projects 24 September 2018 Issue of shares 5 February 2019 Issue of shares 29 May 2019 Balance 30 June 2019 Issue of shares 25 September 2019 Issue of incorporation shares* 25 September 2019 Balance 30 June 2020	30 June 2020 Shares 15,000,000		Consolidated 30 June 2019 30 June 2020 Shares $ 13,200,000 855,850	Consolidated 30 June 2019 30 June 2020 Shares $ 13,200,000 855,850	30 June 2019 $ 760,850 $ 1 850 499,999 60,000 200,000 760,850 95,000 - 855,850
			Shares 1 - 9,999,999 1,200,000 2,000,000	Issue price $0.001 $0.05 $0.05 $0.10 $0.10 -
			13,200,000 950,000 850,000
			15,000,000

18

Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 7. Equity - issued capital (continued)

• These shares were previously granted on 1 April 2018 but not issued until 25 September 2019.

During the financial year, the Company issued 250,000 fully paid ordinary shares to Directors as settlement of outstanding Director's fees.

Ordinary shares

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

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

Capital risk management

The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Note 8. Financial instruments

Financial risk management objectives

The consolidated entity’s activities expose it to a variety of financial risks: market risk and liquidity risk. The consolidated entity’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity. The consolidated entity uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of foreign exchange analysis in respect of investment portfolios to determine market risk.

Market risk

Foreign currency risk

The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. Generally, the consolidated entity’s main exposure to exchange rate risk relates primarily to trade payables and cash denominated in Colombia PESO, arising in relation to its activities in Colombia. The consolidated entity is also exposed to US foreign currency risk in relation to outstanding deferred payments for the acquisition of the project areas.

The Consolidated entity did not seek to hedge its exposure but where a payable is significant, Colombia PESO may be purchased on incurring the liability or commitment.

The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows:

Consolidated US dollars Colombia PESO	Assets 30 June 2020 30 June 2019 $ $ - - 5,353 130,220	Assets 30 June 2020 30 June 2019 $ $ - - 5,353 130,220	Liabilities 30 June 2020 30 June 2019 $ $ 145,144 142,383 34,851 136,057 179,995 278,440
	5,353	130,220	179,995

19

Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 8. Financial instruments (continued)

The consolidated entity held cash denominated in foreign currencies of $5,353. Had the Australian dollar weakened by 5%/strengthened by 5% against these foreign currencies with all other variables held constant, the consolidated entity's financial position would have been $268 lower/$268 higher). (2019: $6,089 lower/$6,089 higher).

The consolidated entity has a liability due in US dollars amounting to $145,144 (2019: $142,383) at the end of the financial year. In the event that US exchange rate to AUD weakened by 5%/strengthened by 5% against this foreign currency the consolidated entity's financial position for the period would have been $7,257 lower/$7,257 higher (2019: $7,119 lower/$7,119 higher).

Liquidity risk

Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

As at the reporting date all financial liabilities had payment terms maturing less than 60 days (2019: 60 days), except for the consolidated entity's deferred consideration payable (as disclosed in note 6), which will be payable upon registration of the mining title in the consolidated entity's name.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.

Note 9. Key management personnel disclosures

Directors

The following persons were directors of Ronin Resources Ltd during the financial year:

Joseph van den Elsen (Executive Chairman) Matthew Keen (Non-executive Director) Wilson Escobar Castaneda (Non-executive Director) Appointed 29 March 2021

Compensation

The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:

Short-term employee benefits	Consolidated Financial year ended 30 June 2020 Financial period of 15 months ended 30 June $ $ 25,000 4,000

20

Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 10. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by William Buck, the auditor of the company:

Audit services - William Buck Audit or review of the financial statements	Consolidated Financial year ended 30 June 2020 Financial period of 15 months ended 30 June $ $ 7,500 7,500

Note 11. Contingent liabilities

In accordance with the acquisition of the Vetas Project, the consolidated entity will pay the previous vendors a royalty of 1% of the base price at the mine entrance for the payment of thermal coal royalties to producers in Norte de Santander. The payment of royalties will be established on a quarterly basis by the Mining and Energy Planning Unit in a Resolution in force at the time of payment, per every ton actually extracted and declared to the competent authority.

Payment of any royalties will be contingent upon the consolidated entity achieving production on the areas of interest.

Note 12. Related party transactions

Parent entity

Ronin Resources Ltd is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 14.

Key management personnel

Disclosures relating to key management personnel are set out in note 9.

Transactions with related parties

There were no transactions with related parties during the current and previous financial year.

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current and previous reporting date.

Loans to/from related parties

There were no loans to or from related parties at the current and previous reporting date.

21

Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 13. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

Loss after income tax Total comprehensive income Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Accumulated losses Total equity	Parent Financial year ended 30 June 2020 Financial period of 15 months ended 30 June $ $ (40,504) (534,629) (40,504) (534,629) Parent 30 June 2020 30 June 2019 $ $ 2,665 2,318 295,718 232,871 15,000 7,500 15,000 7,500 855,851 760,000 (575,133) (534,629) 280,718 225,371
	295,718
	15,000
	15,000
	855,851 (575,133)
	280,718

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2020.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2020.

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2020.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except for the following:

• Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.

• Investments in associates are accounted for at cost, less any impairment, in the parent entity.

• Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.

22

Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 14. Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance with the accounting policy described in note 2:

		Ownership interest
	Principal place of business /	30 June 2020 30 June 2019
Name	Country of incorporation	% %
Cooperativo Minero de Norte de Santander SAS	Colombia	100% 100%

Note 15. Events after the reporting period

During February 2021 and on a pre-consolidated basis, the Company issued 18,749,990 fully paid ordinary shares with an issue price of $0.026667 per share raising $500,000. The Company also issued 18,749,990 free attaching options exercisable at $0.05 (5 cents) per option, on or before 17 February 2024.

During February 2021 the Company issued 4,800,000 options exercisable at $0.05 (5 cents) per option (on a pre consolidation basis), on or before 17 February 2024 to Directors and Officers. The Company also issued 1,200,000 performance rights (on a pre consolidation) to its Executive Chairman, which will vest subject to the satisfaction of market based performance conditions.

On 16 March 2021 the consolidated entity's changed of the Company’s status from a proprietary company limited to a public company limited by shares following shareholder approval received at a general meeting of shareholders held on 16 March 2021.

On 16 March 2021 the consolidated entity's changed its name to ‘Ronin Resources Limited’ from ‘CMN Mining Pty Ltd’ following shareholder approval received at a general meeting of shareholders held on 16 March 2021.

On 17 March 2021 the consolidated entity's completed a consolidation of fully paid ordinary shares following shareholder approval received at a general meeting of shareholders held on 16 March 2021. The total number of fully paid ordinary shares (Share) on issue was reduced on the basis of 1 (one) Share for every 6 (six) Share held as at 16 March 2021 resulting in the total number of Shares on issue being 5,625,010.

No other matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial period.

Note 16. Reconciliation of loss after income tax to net cash used in operating activities

Loss after income tax expense for the year Adjustments for: Share-based payments Change in operating assets and liabilities: Decrease in trade and other receivables Increase/(decrease) in trade and other payables Net cash used in operating activities	Consolidated Financial year ended 30 June 2020 Financial period of 15 months ended 30 June $ $ (134,050) (915,399) 25,000 500,000 1,362 740 (87,704) 286,949 (195,392) (127,710)
	(195,392)

23

Ronin Resources Ltd Notes to the financial statements 30 June 2020

Note 17. Earnings per share

Loss after income tax attributable to the owners of Ronin Resources Ltd Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings per share Diluted earnings per share	Consolidated Financial year ended 30 June 2020 Financial period of 15 months ended 30 June $ $ (134,050) (915,399)	Consolidated Financial year ended 30 June 2020 Financial period of 15 months ended 30 June $ $ (134,050) (915,399)
	Number 14,575,890	Number 10,702,198
	14,575,890	10,702,198
	Cents (0.92) (0.92)	Cents (8.55) (8.55)

No options or performance rights have been included in the weighted average number of ordinary shares for the purposes of calculating diluted EPS as they do not meet the requirements for inclusion in AASB 133 “Earnings per Share”. The rights to options are non-dilutive as the company is loss generating.

24

Ronin Resources Ltd Directors' declaration 30 June 2020

In the directors' opinion:

• the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

• the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;

• the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2020 and of its performance for the financial year ended on that date; and

• there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors

_________ Joseph van den Elsen Executive Chairman

17 June 2021 Melbourne

25

Ronin Resources Ltd

Independent auditor’s report to members

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Ronin Resources Ltd (the Company) and its controlled entities (the Group), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

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

(i) giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its financial performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for Opinion

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

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

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001

and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

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

Auditor’s Responsibilities for the Audit of the Financial Report

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

A further description of our responsibilities for the audit of these financial statements is located at the Auditing and Assurance Standards Board website at:

http://www.auasb.gov.au/auditors_responsibilities/ar3.pdf

This description forms part of our independent auditor’s report.

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William Buck Audit (Vic) Pty Ltd

ABN: 59 116 151 136

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N.S.Benbow

Melbourne, 17[th] June 2021