PROSPECTUS ACN 625 330 878

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

IMPORTANT NOTICE

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

Coal seam outcrops on the Vetas Project

IMPORTANT NOTICE

This Prospectus is dated 29 October 2021 and was lodged with the ASIC on that date. The ASIC, the ASX and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

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

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

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

Exposure Period

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

No offering where offering would be illegal

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

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. No action has been taken to register or qualify the Shares or the offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia. This Prospectus has been prepared for publication in Australia and may not be released or distributed in the United States of America.

US securities law matters

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the US. In particular, the Shares have not been, and will not be, registered under the United States Shares Act of 1933, as amended (the US Securities Act), and may not be offered or sold in the US or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act) unless an exemption is available from the registration requirements of the US Securities Act.

Each applicant will be taken to have represented, warranted and agreed as follows:

(a) it understands that the Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in the US, except in a transaction exempt from, or not subject to, registration under the US Securities Act and any other applicable securities laws;

(b) it is not in the US;

(c) it has not and will not send this Prospectus or any other material relating to the Offer to any person in the US; and

(d) it will not offer or sell the Shares in the US or in any other jurisdiction outside Australia except in transactions exempt from, or not subject to, registration under the US Securities Act and in compliance with all applicable laws in the jurisdiction in which the Shares are offered and sold.

Electronic Prospectus

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

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on +61 3 8630 3321 during office hours or by emailing the Company at admin@ roninresources.com.au.

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

Company Website

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

No cooling-off rights

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

No Investment Advice

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Shares under this Prospectus to determine whether it meets your objectives, financial situation and needs.

Risks

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

Forward-looking statements

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

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

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

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this

IMPORTANT NOTICE

Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

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

Financial Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the Projects and operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

Competent Person statements

The information in the Investment Overview Section of the Prospectus, included at Section 3, the Company and Projects Overview, included at Section 5, and the Independent Geologist's Report for the Vetas Project, included at Annexure A of the Prospectus, which relate to exploration results and exploration targets is based on information compiled by Mr Kerry Whitby. Mr Whitby has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (the JORC Code). Mr Whitby is a full time employee of McElroy Bryan Geological Services Pty Ltd. Mr Whitby consents to the inclusion of the information in these Sections of the Prospectus in the form and context in which it appears.

(the JORC Code). Mr Gilbertson was a fulltime employee of SRK Exploration Services Ltd at the time the report was completed. Mr Gilbertson consents to the inclusion of the information in these Sections of the Prospectus in the form and context in which it appears.

Continuous disclosure obligations

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

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

Clearing House Electronic Sub-Register System (CHESS) andIssuer Sponsorship

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

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

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

Photographs and Diagrams

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

Definitions and Time

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 12. All references to time in this Prospectus are references to Australian Eastern Standard Time.

Privacy statement

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

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

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

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

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offer or how to accept the Offer please call the Company Secretary on +61 3 8630 3321.

CORPORATE DIRECTORY

DIRECTORS

Joseph van den Elsen Executive Chairman

Wilson Escobar Castaneda Non-Executive Director

Matthew Keen Non-Executive Director

COMPANY SECRETARY

Justin Mouchacca

PROPOSED ASX CODE

RON

REGISTERED OFFICE

Level 21, 459 Collins Street MELBOURNE VIC 3000

Telephone: + 61 3 8630 3321 Email: [email protected] Website: www.roninresources.com.au

AUSTRALIAN LEGAL ADVISERS

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

COLOMBIAN LEGAL ADVISERS

Baker & McKenzie Colombia Ac 82 # 10 -62 Bogota, Colombia

AUDITOR AND INVESTIGATING ACCOUNTANT

William Buck Audit (Vic) Pty Ltd Level 20, 181 William Street MELBOURNE VIC 3000

INDEPENDENT GEOLOGIST – VETAS PROJECT

McElroy Bryan Geological Services Pty Ltd 15 Help Street CHATSWOOD NSW 2067

INDEPENDENT GEOLOGIST – SANTA ROSA PROJECT

SRK Exploration Services Ltd 12 St Andrew's Crescent Wales United Kingdom CF10 3DD

LEAD MANAGER

CPS Capital Group Pty Ltd Level 45, 108 St Georges Terrace PERTH WA 6000 Telephone: + 61 8 9223 2222

CORPORATE ADVISER

Kaai Pty Ltd 18 Sangiorgio Court OSBORNE PARK WA 6017

SHARE REGISTRY

Automic Group Level 5, 126 Philip Street SYDNEY NSW 2010 Telephone: +61 2 9698 5414 Facsimile: +61 2 8583 3040

Coal seam outcrops on the Vetas Project

CHAIRMAN'S LETTER	9
KEY OFFER INFORMATION	10
INVESTMENT OVERVIEW	12
DETAILS OF THE OFFER	29
COMPANY AND PROJECTS OVERVIEW	34
FINANCIAL INFORMATION	48
RISK FACTORS	64
BOARD, MANAGEMENT AND CORPORATE GOVERNANCE	71
MATERIAL CONTRACTS	78
ADDITIONAL INFORMATION	84
DIRECTORS' AUTHORISATION	99
GLOSSARY	100
ANNEXURE A INDEPENDENT GEOLOGIST'S REPORT VETAS PROJECT	102
ANNEXURE B INDEPENDENT GEOLOGIST'S REPORT – SANTA ROSA PROJECT	141
ANNEXURE C SOLICITOR'S REPORT ON TENEMENTS	207
ANNEXURE D INDEPENDENT LIMITED ASSURANCE REPORT	220

Coal seam outcrops on the Vetas Project

CHAIRMAN'S LETTER 1

Dear Investor

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

The Company is the 100% owner of two prospective exploration projects in Colombia.

The Vetas Project is the Company's primary focus and is a large, high-grade, thermal coal project containing a JORC Compliant Exploration Target. The Santa Rosa Project is an earlier stage gold and copper project located in a prolific artisan mining district.

Funds raised from the Offer will be used to fund a feasibility study and a drilling program at the Vetas Project, advance the exploration of the Santa Rosa Project as well as provide funds for the Company to identify and assess potential complementary value accretive acquisition opportunities.

The Board has significant expertise and experience in the mining and exploration industry and will ensure that funds raised under the Offer will be utilised in a cost-effective manner to advance the Company's business. We believe the Company is listing at a compelling valuation which provides investors with significant potential upside to share in the future growth of the Company.

The Company is seeking to raise \$5,000,000 under the Offer. This Prospectus contains detailed information about the Company, its projects and the Offer, as well as the risks of investing in the Company. The Shares offered by this Prospectus should be considered highly speculative.

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

Yours sincerely

Joseph van den Elsen Executive Chairman

KEY OFFER INFORMATION 2

INDICATIVE TIMETABLE1

Lodgement of Prospectus with the ASIC	29 October 2021
Exposure Period begins	29 October 2021
Opening Date	8 November 2021
Closing Date	29 November 2021
Issue of Shares under the Offer	6 December 2021
Despatch of holding statements	6 December 2021
Expected date for quotation on ASX	10 December 2021

1. The above dates are indicative only and may change without notice. Unless otherwise indicated, all time given are AEST. The Exposure Period may be extended by the ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act. The Company reserves the right to extend the Closing Date or close the Offer early without prior notice. The Company also reserves the right not to proceed with the Offer at any time before the issue of Shares to applicants.

2. If the Offer is cancelled or withdrawn before completion of the Offer, then all application monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their applications as soon as possible after the Offer opens.

KEY OFFER INFORMATION (CONT) 2

KEY STATISTICS OF THE OFFER

	Full Subscription (\$5,000,000)1
Offer Price per Share	\$0.20
Shares currently on issue	5,625,010
Options currently on issue4	3,925,000
Performance Rights currently on issue5	200,000
Shares to be issued under the Offer	25,000,000
Shares to be issued to Corporate Advisor6	1,000,000
Gross Proceeds of the Offer	\$5,000,000
Shares on issue Post-Listing (undiluted)2	31,625,010
Market Capitalisation Post-Listing (undiluted)3	\$6,325,002
Enterprise Value at Listing (undiluted)3	\$1,520,002

Notes

The Minimum Subscription under the Offer is \$5,000,000. Oversubscriptions will not be accepted.
Certain Shares on issue post-listing will be subject to ASX-imposed escrow. Refer to Section 5.11 for disclosure with respect to the likely escrow position.
Assuming a Share price of \$0.20. However, the Company notes that the Shares may trade above or below this price.
Refer to Section 10.3 for the terms of the Options.

5. Refer to Section 10.4 for the terms of the Performance Rights.

6. Refer to Section 9.1.2 for details of the Corporate Advisory Mandate.

INVESTMENT OVERVIEW 3

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

Item	Summary	Further Information
A. Company
Who is the issuer of this Prospectus?	Ronin Resources Ltd (ACN 625 330 878) (Company or Ronin).	Section 5.1
Who is the Company?	The Company was incorporated in Australia on 1 April 2018 as CMN Mining Pty Ltd to assess and acquire opportunities in the mineral exploration sector. On 12 September 2018, the Company acquired Cooperativo Minero de Norte de Santander SAS (CMNS), a Colombian company which holds the Vetas Project. Since that time, the Company has advanced the exploration and evaluation of the Vetas Project and	Section 5.1
	diversified its asset portfolio by acquiring Potasio de Colombia SAS (Potasio), a Colombian company which holds the Santa Rosa Project, on 1 December 2020 for nominal consideration.
	In May 2021, the Company changed its name to Ronin Resources Ltd and converted to a public company in preparation for its IPO and application to list on the ASX.
What does the Company do?	The Company is a mineral exploration company which holds interests in the following projects:	Section 5.3 and
	a) a large scale, shallow, high grade thermal coal project located in the Colombian department of Norte de Santander, comprising one granted mining licence and one mining licence application (the Vetas Project); and	Annexure A
	b) three mining licence applications in the Colombian department of Bolivar, prospective for gold and copper mineralisation (the Santa Rosa Project),
	(together, the Projects).
B. Business Model
What is the	Following completion of the Offer, the Company's business	Sections 5.5
Company's business model?	strategy is to continue advancing the exploration of the Projects and, following delineation of a JORC compliant mineral resource on the Vetas Project, seek to complete a scoping study on the Vetas Project.	and 5.7
	A detailed explanation of the Company's business model is provided at Section 5.4 and a summary of the Company's proposed exploration programs on its Projects over the first 2 years following listing is set out at Section 5.7.

Item	Summary		Further Information
What are the key business	and ASX listing are:	The Company's main objectives on completion of the Offer	Section 5.5
objectives of the Company?	a) and sale of minerals; and	to drive capital growth for Shareholders by achieving exploration success at one (or both) of its Projects, with the longer term plan to develop its Projects into income generating assets of the Company through the mining
	b)	continue to pursue resource acquisition opportunities that are value accretive for the Company and its Shareholders.
What are the key dependencies of	include:	The key dependencies of the Company's business model	Section 5.6
the Company's business model?	a)	achieving continued exploration success on the Projects and completion of positive feasibility studies;
	b) Projects;	securing grant of mining licence applications for the
	c) maintaining title to the Projects;
	d) mining and resources sector;	retaining and recruiting key personnel skilled in the
	e) other base metals; and	sufficient worldwide demand for coal, gold, copper and
	development by the Company).	the market price of coal, gold, copper and other base metals remaining higher than the Company's costs of any future production (assuming successful exploration and
C. Key Advantages
What are the key advantages of an investment in the	advantages:	The Directors are of the view that an investment in the Company provides the following nonexhaustive list of	Sections 5
Company?	a) Shareholders;	subject to raising the Minimum Subscription, the Company will have sufficient funds to implement its strategy and conduct a work program on the Projects which has the potential to drive capital growth for
	b) prospective for coal, gold and copper; and	a portfolio of quality assets in Colombia at a reasonable valuation and considered by the Board to be highly
	c) opportunities.	a highly credible and experienced team to progress exploration and accelerate potential exploration and development of the Projects, as well as assess and potentially acquire other value accretive resource

Item	Summary	Further Information
D. Key Risks
General	The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of the Company.	Sections 7
	Set out below are specific risks that the Company is exposed to. Further risks associated with an investment (specifically the industry in which the Company operates and general investment risks) in the Company are outlined in Section 7.
Limited history	The Company was only recently incorporated on 1 April 2018 and has limited operating history and historical financial performance. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its Tenements. Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses.
Exploration and operating	The mineral exploration licences comprising the Projects are at various stages of exploration, and potential investors should understand that mineral exploration and development are highrisk undertakings.
	There can be no assurance that future exploration of these licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited.
	The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns or adverse weather conditions, unanticipated operational and technical difficulties, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant, equipment and staff, native title process, changing government regulations and many other factors beyond the control of the Company.
	The success of the Company will also depend upon the Company being able to maintain title to the mineral exploration licences comprising the Projects and obtaining all required approvals for their contemplated activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the Company and possible relinquishment of one or more of the mineral exploration licences comprising the Projects.

Item Summary Further Information

Tenure and grant of applications

Applications

The Tenements are at various stages of application and grant, specifically some of the tenements for the Projects are still under application. There can be no assurance that the tenement applications that are currently pending will be granted. There can be no assurance that when the tenement is granted, it will be granted in its entirety. Additionally, some of the tenement areas applied for may be excluded. The Company is unaware of any circumstances that would prevent the tenement applications from being granted, however the consequence of being denied the applications for reasons beyond the control of the Company could be significant specifically for the Projects.

Refer to the Solicitor's Report on Tenements in Annexure C for further information on the Company's tenement applications.

Assignment

The granted mining concession for the Vetas Project (namely Mining Title No. FI3-152) is still in the process of being assigned from the original owners (Diego Ivan Mojica Corchuelo and Jairo Vidal Cuellar Rodríguez) to CMNS.

Currently, the assignment process of the Mining Title is under review by the ANM. The Company expects the ANM to complete the transfer of the Mining Title to CMNS in the next 12 months.

Although the transfer of the Mining Title has not been approved by ANM as of the date of this Prospectus, CNMS has an irrevocable power of attorney that confers the right to act on behalf of the owners of the Mining Title.

Accordingly, CNMS is the beneficial owner of the Mining Title and contractually empowered to complete exploration and development activities.

Please refer to the Solicitor's Report on Tenements in Annexure C for further details.

Renewal

Mining concessions have an initial term of 30 years with an extension period of an additional 30 years. Contractors can apply for a new agreement on expiry, giving a maximum term of 120 years for a given area. The Company cannot guarantee that renewals of valid concessions will be granted on a timely basis, or at all.

Item	Summary	Further Information
Climate risk	There are a number of climate-related factors that may affect the operations and proposed activities of the Company. The climate change risks particularly relevant to the Company include:
	a) the emergence of new or expanded regulations associated with the transition to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and
	b) climate change may cause certain physical and nvironmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates.
COVID-19 risk	The outbreak of the coronavirus disease (COVID-19) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. The Company's Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company's operations and are likely to be beyond the control of the Company.
	The COVID-19 pandemic may also give rise to issues, delays or restrictions in relation to land access and the Company's ability to freely move people and equipment to and from exploration projects and may cause delays or cost increases. The effects of COVID -19 on the Company's Share price and global financial markets generally may also affect the Company's ability to raise equity or debt or require the Company to issue capital at a discount, which may in turn cause dilution to Shareholders.
	The Directors are monitoring the situation closely and have considered the impact of COVID-19 on the Company's business and financial performance. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain.

Land access and risks relating to operating a project in Colombia

Colombian law provides that the government owns all subsoil and non renewable natural resources in Colombia and Colombian mining concessions do not grant the holder any surface rights. The holder of a mining concession can come to an agreement with surface rights holders for the purpose of conducting mining operations, which may include the payment of remuneration or compensation. If such agreement cannot be reached, Colombian law provides for mandatory easements over land to ensure the efficient exploration and exploitation of legal mining titles and further provides authority to impose appropriate easements as necessary both within and external to the area the subject of a Colombian mining concession.

During the application process for a mining concession, the applicant may conduct mineral prospection activities without any limitation, without the need to secure any additional permits or authorisations, for so long as the applicant's prospection does not require the use of natural resources (i.e., use of water, deforestation, etc.). The exploration activities contemplated by the Company over the area the subject of the applications is limited to desktop studies, superficial studies, geophysics and community engagement accordingly no third party consents are required to conduct these exploration activities. Upon grant of the applications, should the Company wish to progress to surface disturbing activities such as drilling, a land access agreement and negotiations in relation to surface rights with the local community and/or land owners would be required.

There is no assurance that these surface rights and/or land access agreements will be obtained or if they are obtained, that they will be obtained on reasonable terms.

Failure to obtain surface rights or the relevant land access agreements would adversely affect the ability to mine on the Projects or other projects acquired by the Company in the future.

Notwithstanding the above, where private negotiations with the landowner are unsuccessful for surface rights, expropriation and the compulsory imposition of easements or rightof-ways are available under Colombian law.

Item Summary Further Information

Item	Summary	Further Information
Risk of Investing in an Emerging Market	As Colombia is an emerging economy it is vulnerable to market downturns and economic slowdowns elsewhere in the world and is subject to rapid change. Investing in an emerging market involves greater risk than investing in more developed markets.
	Investing in an emerging economy has significant legal, economic and political risks. Global financial or economic crises in any large emerging market country tend to adversely affect prices in equity markets of most or all emerging market countries as investors move their money to more stable, developed markets.
	Financial problems or an increase in perceived risks associated with investing in emerging economies could dampen foreign investment in Colombia and adversely affect the Colombian economy. During such times, businesses that operate in emerging markets can face severe liquidity constraints as foreign funding sources are withdrawn.
Expropriation and Nationalism Risks	As the Projects are located in Colombia they are subject to political, economic and other uncertainties, including the risk of expropriation and nationalisation. Legislation exists in Colombia that requires the payment of compensation in the event of an expropriation or nationalisation of assets, however, there is no assurance that such protections would be enforced and the amount of any such compensation may be lower than the price for which the expropriated asset could be sold in a free-market sale or the value of the asset as part of an ongoing business. Any expropriation or nationalisation of the Company's new or future assets in Colombia may have a material adverse effect on the Company's financial position and results of operations.
Colombian Physical Infrastructure	Physical infrastructure in Colombia has been poorly maintained over the past few decades. Inadequate and dilapidated infrastructure disrupts the transportation of goods and supplies, as well as communications and adds costs to operating a business.
	Rail and road networks, power-generation and transmission networks, communication systems and building stock are all particularly affected. Road conditions throughout Colombia are poor, with many roads not meeting minimum requirements for use and safety. The current poor condition or further deterioration of Colombia's physical infrastructure may harm the national economy, disrupt the transportation of goods and supplies, add costs to doing business and interrupt the Company's business operations, including delivery of its products to customers and ability to fully comply with product quality standards, each of which could have a material adverse effect on the Company's business, results of operations, financial condition and prospects.

Item	Summary	Further Information
Colombian Economy	The Colombian Government and Central Bank frequently intervene in Colombia's economy and may make significant changes in monetary, fiscal and regulatory policy. Accordingly, operations in Colombia will be subject to potential economic instability.
	Possible economic instability includes fluctuations in exchange rates, inflation, instability of prices, changes in interest rates, liquidity of domestic capital and debt markets, exchange controls, deposit requirements on foreign borrowings, controls on capital flows, and limits on foreign trade.
	In respect of foreign investment, Colombian legislation establishes a principle of equal treatment, whereby foreign investment is treated for all purposes as a local investment. Colombia has a foreign exchange regime, which has specific rules for entry and exit of foreign capital. The mining sector is considered a "special regime" for foreign capital investment in Colombia. Companies participating in such special regime may make and receive payments in foreign currency.
Colombian Political System	For over 60 years, Colombia has experienced a social and armed conflict. There has been considerable violence in Colombia, primarily due to the activities of guerrillas, paramilitary groups and drug cartels. In response, the Colombian Government has implemented various security policies and has strengthened its military and police forces, including through the creation of specialised units.
	Despite government effort drug related crime and guerrilla activity continue to exist in Colombia. Ongoing violence in the country may have a negative impact on the Colombian political environment or on the Company, which may affect the Company's employees, assets or Projects. In particular, as noted in the Santa Rosa Independent Geologist's Report, the town of Santa Rosa and surrounding areas is considered to be an at risk area which are known to harbour multiple armed groups and drug cartels, often involved in alluvial gold mining.
Colombian Legal System	Risks associated with the Colombian legal system include inconsistencies between the application of regulations by national and regional authorities; substantial gaps in legal framework; a lack of administrative independence from political, social and commercial forces; government authorities can exercise a high degree of discretion which can give rise to inconsistent and arbitrary decision making; high degrees of alleged corruption and a lack of judicial and administrative guidance on interpreting legislation as well as a lack of sufficient commentaries on judicial rulings and legislation.
	Such risks have the potential to adversely affect the Company's operations in Colombia.

Item	Summary	Further Information
Potential acquisition risk	The Company may make acquisitions of, or significant investments in, companies or assets that are complementary to its business in the future as part of future growth plans. The Directors of the Company will use their expertise and experience in the resources sector to assess the value and merit of potential projects that are likely to provide return for Shareholders. Any such future transactions are accompanied by the risks commonly encountered in making acquisitions of companies or assets, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital requirements, achieving mineral exploration success and retaining key staff.
Other risks	For other risks with respect to the industry in which the Company operates and general investment risks, many of which are largely beyond the control of the Company and its Directors, please refer to Sections 7.3 and 7.4.	Sections 7.3 and 7.4
	E. Directors and Key Management Personnel
Who are the	The Board comprises of:	Section 8.1
Directors?	a) Joseph van den Elsen – Executive Chairman;
	b) Matthew Keen – Non Executive Director; and
	c) Wilson Escobar Castaneda – Non Executive Director.

Item	Summary	Further Information
What experience do the Directors have?	Joseph van den Elsen - Executive Chairman (BA, LLB, Grad Dip Environment, Energy & Resources Law and Grad Dip Mineral Exploration Geoscience)	Section 8.1
	Mr Joseph van den Elsen is a dual Australian/Colombian citizen who founded Ronin Resources in 2017 and is currently the Managing Director of Ookami Ltd. 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 similar 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 is an experienced company director and was previously
	a Non-Executive Director of Ascot Resources Ltd (ASX:AZQ) and Arcadia Minerals (ASX:AM7) and the Non-Executive Chairman and subsequently Managing Director of MHM Metals Ltd (ASX:MHM). He is currently a Non-Executive Director of Oar Resources (ASX:OAR) and Managing Director of Ookami Limited (ASX:OOK).
	Wilson Escobar – Non-Executive Director (B.Geo, Post Graduate in Project Management)
	Wilson Escobar is a Colombian National geologist with over 20 year's experience in mineral exploration and mine optimisation. Wilson 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 Mineral Resource Estimates and Ferro-Nickel Exploration Targets.
	Matthew Keen – Non-Executive Director (B. Eng. (Hons))
	Matthew has over 20 years of broad-based commercial experience across the engineering, finance and corporate sectors and is currently employed as the Chief Investment Officer of Fitzpatrick Group, sharing responsibility for the day to day running of its investment portfolio.

Item	Summary						Further Information
What experience do the Directors have? (cont)	Previously Matthew held roles including General Manager of Corporate Development at Whitehaven Coal, Managing Director of MHM Metals and Queen Street Capital, Wealth Advisor at UBS and General Manager of Switchgear and Instrumentation Hong Kong. During his career Matthew has been heavily involved in M&A activities both inhouse and as an external advisor as well as facilitating and setting corporate strategy for listed companies Whitehaven Coal and MHM Metals. Matthew is currently a Non-Executive Director of soon to be listed Alloggio Limited.
What are the significant interests	interests in the Securities specified below:			As at the date of this Prospectus, the Directors hold relevant			Section 8.2
of Directors in the Company?	Director	Shares	Options	Performance	Percentage (%)
				Rights	Undiluted	Fully
						Diluted
	Joseph Van	1,303,244	481,250	200,000	23.17	18.30
	Den Elsen
	Matthew	268,588	200,000	-	4.77	4.81
	Keen
	Wilson	370,385	200,000	-	6.58	5.85
	Escobar
	Castaneda
	the Offer.			As at the date of this Prospectus, the Directors have indicated that they do not intend to apply for additional Shares under
				On completion of the Offer, assuming the Minimum Subscription of \$5 million is raised and assuming the Directors do not participate in the Offer, each of the Directors percentage interest in Shares will be as follows:
	Director			Percentage (%)
				Undiluted	Fully Diluted

Joseph Van Den Elsen	4.12	5.55
Matthew Keen	0.85	1.31
Wilson Escobar Castaneda	1.17	1.60

Item	Summary	Further Information
Has the Company adopted an employee	The Company has adopted an employee incentive scheme titled the "Employee Securities Incentive Plan" (Plan). The objective of the Plan is to:	Section 10.6
incentive scheme?	a) assist in the reward, retention and motivation of eligible participants, which includes employees (including executive directors), non-executive directors and key contractors of the Company;
	b) link the reward of eligible participants to Shareholder value creation; and
	c) align the interests of eligible participants with Shareholders by providing an opportunity to eligible participants to receive an equity interest in the Company in the form of securities.
	A summary of the key terms and conditions of the Plan is set out in Section 10.6.
What related party agreements are	The Company has entered into the following related party transactions:	Section 9.4
the Company party to?	a) executive consultancy agreement with Joseph van den Elsen;
	b) letters of appointment with each of the Non-Executive Directors on standard terms; and
	c) deeds of indemnity, insurance and access with each of the Directors on standard terms.
F. Financial Information
How has the Company been performing?	The audited historical financial information of the Company (including its subsidiaries) for the financial years ended 30 June 2019, 30 June 2020 and 30 June 2021 is set out in Section 6 and Annexure D.	Section 6 and Annexure D
What is the financial outlook for the Company?	Given the current status of the Company's Projects and the speculative nature of its business, the Directors do not consider it appropriate to forecast future earnings.	Section 6 and Annexure D
	Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection on a reasonable basis.
G. Offer
What is the Offer?	The Offer is an offer of 25,000,000 Shares at an issue price of \$0.20 per Share to raise \$5,000,000 (before costs).	Section 4.1
Is there a minimum subscription under the Offer?	The minimum and maximum amount to be raised under the Offer is \$5,000,000 (before costs). The Company will not proceed with the Offer if the minimum amount is not raised.	Section 4.2

Item	Summary	Further Information
What are the purposes of the Offer?	The purposes of the Offer are to facilitate an application by the Company for admission to the Official List, fund the expenses of the Offer and associated costs of listing on ASX, meet ongoing costs and provide working capital, and position the Company to seek to achieve the objectives stated at Section B of this Investment Overview.	Section 4.7
Is the Offer underwritten?	No, the Offer is not underwritten.
Who is the lead manager to the Offer?	The Company has appointed CPS Capital Group Pty Ltd (Lead Manager or CPS Capital) as lead manager to the Offer.	Sections 4.4 and 9.1.1
	The Lead Manager will receive a management fee of 2% and a capital raising fee of 4% of the total amount raised under the Offer.
Who is the Corporate Advisor	The Company has appointed Kaai Capital as its corporate advisor to the Offer (Corporate Advisor).	Sections 4.5
to the Offer?	As Corporate Advisor, Kaai Capital has overall responsibility for project managing the listing of the Company on ASX. In consideration for its services, the Company has agreed to issue 1,000,000 Shares to Kaai Capital (or its nominees), contingent on the Company receiving formal conditional approval to list on ASX.	and 9.1.2
What are the significant interests	As at the date of this Prospectus, neither CPS Capital nor Kaai Capital holds any securities in the Company.	Sections 4.5
of advisors to the Company?	As noted above, subject to the Company receiving conditional approval to list on ASX, the Company has agreed to issue 1,000,000 Shares to Kaai Capital (or its nominees) in consideration for corporate advisory services provided.	and 9.1.2
Who is eligible to participate in the	The Offer is open to investors resident in Australia and to eligible investors in certain other jurisdictions.	Section 4.12
Offer?	This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.
How do I apply for Shares under the Offer?	Applications for Shares under the Offer must be made by completing the Application Form attached to this Prospectus in accordance with the instructions set out in the Application Form.	See Section 4.8
What is the allocation policy?	The Company retains an absolute discretion to allocate Shares under the Offer, and will be influenced by the factors set out in Section 4.9. There is no assurance that any applicant will be allocated any Shares, or the number of Shares for which it has applied.	Section 4.9

Item	Summary	Further Information
What will the Company's capital structure look like on completion ofthe Offer?	The Company's capital structure on a post-Offer basis is set out in Section 5.9.	Section 5.9
What are the terms of the Shares offered under the Offer?	A summary of the material rights and liabilities attaching to the Shares offered under the Offer are set out in Section 10.2.	Section 10.2
Will any Shares be subject to escrow?	None of the Shares issued under the Offer will be subject to escrow.	Section 5.11
	However, subject to the Company complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offer, it is anticipated that certain Securities will be subject to an ASX imposed escrow of up to 24 months from the date of Official Quotation. Further information in respect of the anticipated escrow position is set out in Section 5.11.
	During the period in which restricted Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.
	The Company will announce to ASX full details (quantity and duration) of the Securities required to be held in escrow prior to the Shares commencing trading on ASX.
	The Company's 'free float' (being the percentage of Shares not subject to escrow and held by Shareholders that are not related parties of the Company (or their associates) at the time of admission to the Official List) is expected to be approximately 92% following completion of the Offer.
Who are the current Shareholders of the	The existing 5,625,010 Shares in the Company are comprised of the following:	Section 5.9
Company and on what terms were their Shares issued?	a) 141,667 Shares were issued on incorporation of the Company to Directors and advisors at an issue price of \$0.006 per Share;
	b) 1,666,667 Shares at a deemed issue price of \$0.30 per Share were issued to the vendors of the Vetas Project as part consideration for the acquisition by the Company of the Vetas Project;
	c) 200,000 Shares at an issue price of \$0.30 per Share to raise \$60,000 under a previous capital raising;
	d) 491,667 Shares at an issue price of \$0.60 per Share to raise \$295,000 under a previous capital raising; and
	e) 3,125,009 Shares at an issue price of \$0.16 per Share under a previous capital raising.

Item	Summary	Further Information
Will the Shares be quoted on ASX?	Application for quotation of all Shares to be issued under the Offer will be made to ASX no later than 7 days after the date of this Prospectus.	Section 4.10
What are the key dates of the Offer?	The key dates of the Offer are set out in the indicative timetable in the Key Offer Information Section.	Key Offer Information
What is the minimum investment size under the Offer?	Applications under the Offer must be for a minimum of \$2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of \$500 worth of Shares (2,500 Shares).	Section 4.8
Are there any conditions to the Offer?	The Offer is conditional on the Company raising the Minimum Subscription and ASX granting conditional approval for quotation of the Shares. The Offer will only proceed if both these conditions are satisfied.	Section 4.6
H. Use Of Funds
How will the proceeds of the Offer be used?	The Offer proceeds and the Company's existing cash reserves will be used for: a) implementing the Company's business objectives and exploration programs as set out in Section 5.7; b) expenses of the Offer c) administration costs; and d) working capital, further details of which are set out in Section 5.8.	Section 5.8
Will the Company be adequately funded after completion of the Offer?	The Directors are satisfied that on completion of the Offer, the Company will have sufficient working capital to carry out its objectives as stated in this Prospectus.	Section 5.8
I. Additional Information
Is there any brokerage, commission or duty payable by applicants?	No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Offer. However, the Company will pay to the Lead Manager 6% (ex GST) of the total amount raised under the Prospectus.	Section 9.1.1
Can the Offer be withdrawn?	The Company reserves the right not to proceed with the Offer at any time before the issue or transfer of Shares to successful applicants. If the Offer does not proceed, application monies will be refunded (without interest).	Section 4.15
What are the tax implications of investing in Shares?	Holders of Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Shares subscribed for under this Prospectus. The tax consequences of any investment in Shares will depend upon an investor's particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.	Section 4.14

Item	Summary	Further Information
What is the Company's Dividend Policy?	The Company anticipates that significant expenditure will be incurred in the exploration, evaluation and development of the Company's Projects. These activities, together with the possible acquisition of interests in other projects, will be the Company's primary focus for at least the first two-year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.	Section 5.13
	Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.
What are the corporate governance principles and policies of the	To the extent applicable, in light of the Company's size and nature, the Company has adopted The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council (Recommendations).	Section 8.4
Company?	Prior to listing on the ASX, the Company will announce its main corporate governance policies and practices and the Company's compliance and departures from the Recommendations.
Where can I find more information?	a) By speaking to your sharebroker, solicitor, accountant or other independent professional adviser;
	b) By contacting the Company Secretary, on +61 3 8630 3321; or
	c) By contacting the Share Registry on + 61 2 9698 5414.

Coal seam outcrops on the Vetas Project

DETAILS OF THE OFFER 4

4.1 The Offer

The Offer is an initial public offering of 25,000,000 Shares at an issue price of \$0.20 per Share to raise up to \$5,000,000 (Full Subscription). The minimum subscription is also the Full Subscription under the Offer.

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

4.2 Minimum Subscription

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

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

4.3 Oversubscriptions

No oversubscriptions above the Minimum Subscription will be accepted by the Company under the Offer.

4.4 Lead Manager

The Company has appointed CPS Capital Group Pty Ltd (Lead Manager or CPS Capital) as lead manager to the Offer. In consideration for its services, the Company has agreed to pay the Lead Manager a fee of 6% of all funds raised under the Offer.

4.5 Corporate Advisor

The Company has appointed Kaai Capital (Corporate Advisor) as corporate advisor to the Company in relation to the Offer. In consideration for its services, the Company has agreed to issue 1,000,000 Shares to the Corporate Advisor (valued at \$200,000 based on the issue price of Shares under the Offer) (Advisor Shares).

Kaai Capital has advised that some of the Advisor Shares may be passed on to other advisors that assist with completion of the Offer.

4.6 Conditions of the Offer

The Offer is conditional on:

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

(together the Conditions).

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

DETAILS OF THE OFFER (CONT) 4

4.7 Purpose of the Offer

The primary purposes of the Offer are to:

a) assist the Company to meet the admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules;
b) provide the Company with additional funding for:

(i) the proposed exploration and feasibility study programs at the Projects (as further detailed in Section 5.7);

(ii) the Company's working capital requirements as well as for the costs of the Offer; and

(iii) considering and assessing acquisition opportunities that are value accretive for the Company and its shareholders; and

c) remove the need for an additional disclosure document to be issued upon the sale of any Shares that are to be issued under the Offer.

The Company intends to use funds raised under the Offer together with its existing cash reserves in the manner detailed in Section 5.8.

4.8 Applications

Applications for Shares under the Offer must be made by using the Application Form which can be submitted online (with payment by BPAY® or EFT (Electronic Funds Transfer)) (see paragraph (a) below), or by post or in person (with payment by cheque) (see paragraph (b) below).

By completing an Application Form, each applicant under the Offer will be taken to have declared that all details and statements made by them are complete and accurate and that they have personally received the Application Form together with a complete and unaltered copy of the Prospectus.

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

Applications for Shares under the Offer must be for a minimum of \$2,000 worth of Shares (10,000 Shares) and thereafter in multiples of 2,500 Shares and payment for the Shares must be made in full at the issue price of \$0.20 per Share.

a) Online Applications and Payment by BPAY® or EFT

You may apply for Shares under the Offer online using the URL link included in the Application Form and following the instructions on the website. Application monies for online applications must be paid via BPAY® or EFT, using the unique BPAY® customer reference number or Payment reference provided. Applicants using BPAY® or EFT should be aware of their financial institution's cut-off time and ensure cleared funds are received by the Company on or prior to the Closing Date.

DETAILS OF THE OFFER 4

b) Paper Applications

You can apply for Shares under the Offer by completing a paper copy of the Application Form and posting or delivering the completed form together with accompanying cheques to:

(i) By post to:

Ronin Resources Ltd, C/- Automic Group, GPO Box 5193, Sydney, NSW, 2001;

(ii) By deliver to:

Ronin Resources Ltd, C/- Automic Group, Level 5, 126 Phillip Street, Sydney, NSW, 2001;

Cheques should be made payable to "Ronin Resources Ltd – Share Offer Account" and crossed "Not Negotiable". Completed Application Forms and cheques must be mailed or delivered to the address set out above such that they are received by no later than 5:00pm (WST) on the Closing Date of 29 November 2021.

The Company reserves the right to close the Offer early.

4.9 Allocation policy under the Offer

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

No applicant under the Offer has any assurance of being allocated all or any Shares applied for. The allocation of Shares will be determined by the Directors (in conjunction with the Lead Manager and Corporate Advisor) and will be influenced by various factors including:

a) the need to obtain an appropriate spread of Shareholders to satisfy ASX's minimum spread requirements in Listing Rule 1.1 condition 8;
b) the number of Shares applied for and timing of receipt of applications and application monies;
c) the overall level of demand for the Offer; and
d) the desire to provide the Company with an appropriate and supportive Shareholder base for the Company moving forward.

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

4.10 ASX listing

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

If the Shares are not admitted to Official Quotation by ASX before the expiration of three (3) months after the date of this Prospectus, or such period as may be varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

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

The Company will not apply for Official Quotation of any other Securities on issue.

DETAILS OF THE OFFER (CONT) 4

4.11 Issue

Subject to the Conditions set out in Section 4.6 being met, the issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

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

The Directors (in conjunction with the Lead Manager and Corporate Advisor) will determine the recipients of the issued Shares in their sole discretion in accordance with the allocation policy detailed in Section 4.9). The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the applicant as soon as practicable after the Closing Date.

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

4.12 Applicants outside Australia

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

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

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

4.13 Commissions payable

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

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

DETAILS OF THE OFFER 4

4.14 Taxation

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

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

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

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

4.15 Withdrawal of Offer

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

COMPANY AND PROJECTS OVERVIEW 5

5.1 Background

The Company was incorporated in Australia on 1 April 2018 as Gotham Mining Pty Ltd to assess and acquire opportunities in the mineral exploration sector. On 28 October 2019 the Company changed its name to CMN Mining Pty Ltd. On 12 September 2018, the Company acquired Cooperativo Minero de Norte de Santander SAS (CMNS), a Colombian company which holds the Vetas Project. Since that time, the Company has advanced the exploration and evaluation of the Vetas Project and diversified its asset portfolio by acquiring Potasio de Colombia SAS (Potasio), a Colombian company which holds the Santa Rosa Project, on 1 December 2020 for nominal consideration.

In May 2021, the Company changed its name to Ronin Resources Ltd and converted to a public company in preparation for its IPO and application to list on the ASX.

5.2 Company Group and Tenement Ownership Structure

The Company has two wholly owned subsidiaries: CMNS (the owner of the Vetas Project) and Potasio (the owner of the Santa Rosa Project). The structure of the Company Group is set out below:

5.3 The Vetas Project

(a) Overview and location

The Vetas Project consists of one mining title FI3-152 (FI3-152) and one mining concession application. FI3-152 covers an area of 19.7km2 in the Colombian Department of Norte de Santander and allows for the exploration and extraction of thermal and metallurgical coal until January 2038. Mining application SJU-10121, remains under review by the National Mining Agency and is prospective for thermal and metallurgical coal.

The project is located 50 km north of the town of Tibu, Norte de Santander in northeast Colombia, 5 km south of La Gabarra village and approximately 20 km from the Venezuelan border.

The project area lies in the North Catatumbo area, in the eastern foothills of the Eastern Andean Cordillera within the Perijá Mountain Range, comprising hills and valleys transected by the Catatumbo, Río de Oro and Eusebio rivers.

The elevation in the project area ranges between 50 - 350 m above sea level. The city of Cucuta is approximately 170 km to the south of the deposit and the Colombian ports near Santa Marta on the Caribbean coast are about 600 km to the northwest of the project area.

The Vetas Project can be accessed by a road connecting the town of Tibú and La Gabarra village (50 km); from Tibu to the west a minor road (Convencion-El Tarra) of approximately 200 km winds through the Eastern Cordillera to the Magdalena River Valley where a main national road and the rail line (La Dorada – Chiriguana) connects to the Caribbean ports.

This Section 5.3 contains a high level summary of the Vetas Project. Further details of the Vetas Project can be found in the Independent Geologist's Report on the Vetas Project prepared by McElroy Bryan Geological Services and included in Annexure A of this Prospectus (Vetas Report).

(b) Geological Setting

The regional geology of the Vetas Project is typical of northern Colombia with pre-Cretaceous rocks composed largely of igneous and metamorphic rocks that form the Perija mountain range. Overlying these basement rocks are Cretaceous marine sediments composed largely of limestone, shale and sandstone. Over time, conditions changed as the Andes began uplifting and marine conditions gave way to continental deposition and the subsequent generation of coal. Numerous coal deposits in La Guajira and Cesar in northern Colombia cover a large area formed during the Tertiary period where the most productive coal mines are located including the BHP/Anglo American/Glencore owned Cerrejon mine and the Drummond and Prodeco Cesar mines.

The Vetas Project is located in the Catatumbo Basin, characterized by Tertiary coal-bearing strata affected by north-south trending faults trends and folds.

Because of its commercial oil and gas potential the stratigraphy and structural geology in the North Catatumbo area is reasonably well understood through years of exploration for hydrocarbon using seismic surveys and deep drilling programmes. The stratigraphy and surface geology in the project area is based on the historical work of INGEOMINAS (Colombian government geological and mining service) mapping surveys.

(c) Exploration Model and Target Areas

As detailed in the Vetas Report, a JORC Compliant Exploration Target tonnage has been defined at the project. This Exploration Target has been estimated over the two concessions at the project and modelled on raw ash of between 5% and 10% (on an approximately 10% total moisture basis). Most of the Exploration Target coal sits at less than 100 m depth.

(d) Mining and Exploration History

The Catatumbo area has been a target for exploration by petroleum companies over the last 30 years in the search for oil and gas. Small underground coal mines, south of the Vetas Project area are in operation, in the Tibu area. Local coal mining companies have performed preliminary surficial geological studies. There are currently numerous concessions for coal, oil and gas in the area.

The Vetas Project is supported by exploration data, including field mapping, coal outcrop samples, 2D seismic lines and drill holes in adjacent concessions, and may have similar coal quality characteristics to coal mines in Colombia that extract coal from the Lower Cuervos Formation.

5.4 The Santa Rosa Project

(a) Overview and Location

The Santa Rosa Project is comprised of 3 mining licence applications:

i) 501358 1,242 hectares. Submitted 12 February 2021 (Santa Rosa 1);
ii) 501360 1,018 hectares. Submitted 14 February 2021 (Santa Rosa 2); and
iii) 501372 3,559 hectares. Submitted 19 February 2021 (Santa Rosa 3).

The applications were made with the Colombian National Mining Agency (ANM) by Potasio de Colombia SAS, a wholly owned subsidiary of the Company. The concession areas are located in the foothills of the Serranía de San Lucas, Municipality of Santa Rosa Sur, Department of Bolivár in northern Colombia. The town of Santa Rosa del Sur lies approximately 315 km to the south-southeast of the department's capital, Cartagena, and is the largest regional centre to the mining concessions.

Measured from the town of Santa Rosa del Sur, the centre point of the Santa Rosa 1 and 2 concessions are located 6 km to the southwest and 4.5 km to the south respectively, and Santa Rosa 3 is located 7 km to the northeast. The three concession areas cover a combined 58.2 km2 .

This Section 5.4 contains a high level summary of the Santa Rosa Project. Further details of the Santa Rosa Project can be found in the Independent Geologist's Report on the Santa Rosa Project prepared by SRK Exploration Services and included in Annexure B of this Prospectus (Santa Rosa Report).

(b) Exploration Model and Target Areas

The geology of Colombia has a long and tectonically complex geological history, ranging from the Precambrian through to present day. Colombia straddles the north-western edge of the Precambrian Guiana Shield and is tectonically divided into two realms; the Guiana Shield Realm (GSR) which underlies the south and eastern portion of Colombia, and the Central Tectonic Realm (CTR) which underlies western and northern Colombia (Cediel, 2019). The Maracaibo Sub-Plate abuts the CTR to the northeast, bounded by the sinistral Bucaramanga-Santa Marta fault system.

The Santa Rosa Project lies within the CTR, which is a composite terrain which has undergone multiple complex geological events from the Paleozoic (541 to 251 Ma) through to present day. The Santa Rosa Project specifically sits on the eastern limit of the San Lucas block, also known as the Serranía de San Lucas/San Lucas Range.

(c) Mining and Exploration History

The district of Santa Rosa del Sur, located in the Colombian Bolivar department, has a long, documented history of artisan mining of predominantly gold mineralisation.

Limited information is available on the local geology of the Santa Rosa Project. Regional geological mapping is available for the project area. Mapping indicates that the Santa Rosa 1 and 2 permits are underlain entirely by Noreán Formation rocks, described as sandstones, siltstones and limestones intercalated with tuffs, breccias, agglomerates, and rhyolitic to andesitic lavas. The Santa Rosa 3 permit is also mostly underlain by Noreán formation rocks, except along its eastern margin where gypsiferous shales, cherts, limestones, and sandstones are mapped.

Other mapped lithologies in the area include:

i) the Las Brisas extrusives unit described as andesite domes, lavas and pyroclastic and volcanic breccia flows;
ii) the Real Formation feldspathic and lithic sandstones, claystones and conglomerates with fragments of andesites and dacites;
iii) the Norosí batholith granodiorites, syenogranites, tonalites and monzonites;
iv) grey mudstones with intercalations of limestones, arenites and coal; and
v) Quaternary age gravels and alluvium associated with the Magdalena River.

5.5 Business model and Objectives

The Company's overall objectives following completion of the Offer are as follows:

a) to drive capital growth for Shareholders by achieving exploration success at one (or both) of its Projects, with the longer term plan to develop its Projects into income generating assets of the Company through the mining and sale of minerals; and
b) continue to pursue resource acquisition opportunities that are value accretive for the Company and its Shareholders.

Section 5.7 sets out the Company's budget for exploration and development work at the Vetas Project and the Santa Rosa Project.

5.6 Key Dependencies

The key dependencies of the Company's business model include:

a) achieving continued exploration success on the Projects and completion of positive feasibility studies;
b) securing grant of mining licence applications for the Projects;
c) maintaining title to the Projects;
d) retaining and recruiting key personnel skilled in the mining and resources sector;
e) sufficient worldwide demand for coal, gold, copper and other base metals; and
f) the market price of coal, gold, copper and other base metals remaining higher than the Company's costs of any future production (assuming successful exploration and development by the Company).

5.7 Proposed Exploration and Development Plan and Budget

(a) The Vetas Project

The Company first engaged McElroy Bryan Geological Services (MBGS) as its primary independent technical advisor to the Vetas Project in November of 2018. For inclusion in this Prospectus, the Company engaged MBGS to (among other matters):

i) review historical data;
ii) estimate a JORC Compliant Exploration Target;
iii) assist to design an exploration program and budget for continued exploration; and
iv) prepare the Independent Geological Report in respect to the Vetas Project which is included in Annexure A.

MBGS has received and reviewed the exploration program and budget developed by the Company for the continued development of the Vetas Project by the Company. This work program has been split into phases to reduce project risk and financial exposure by providing progression only if supported by positive results from the prior phase. The work program is proposed to improve the geological understanding of the Vetas Project as well as the broader region and includes:

i) surface mapping;
ii) drilling;
iii) geochemistry; and
iv) reinterpretation of existing seismic data.

The following table sets out the high-level budget for the exploration program for the Vetas Project for the next 2 years:

Estimated Expenditure (AUD)

	Year 1	Year 2	Total
Land taxes	\$25,000	\$25,000	\$50,000
Community & Social programs	\$25,000	\$25,000	\$50,000
Environmental assessment		\$25,000	\$25,000

Estimated Expenditure (AUD)

	Year 1	Year 2	Total
Data acquisition (drilling, logging etc)	\$750,000	\$1,325,000	\$2,075,000
Geochemistry (sample and analysis)	\$25,000	\$25,000	\$50,000
External consultants support	\$50,000	\$50,000	\$100,000
In Country owners costs	\$50,000	\$100,000	\$150,000
Total	\$925,000	\$1,575,000	\$2,500,000

Further information on the exploration program for the Vetas Project can be found in Section 4 of the Vetas Report.

(b) The Santa Rosa Project

The Company engaged SRK in February 2021 as its primary independent technical advisor on the Santa Rosa Project and to (amongst other matters):

i) review publicly available data;
ii) assist to design an exploration program and budget for its continued exploration; and
iii) prepare the Independent Geological Report in respect of the Santa Rosa Project which is included in Annexure B.

SRK have received and reviewed the exploration program and budget developed by the Company to improve geological understanding of the Santa Rosa Project which includes:

iv) further searches in respect to historical exploration reports or exploration datasets that cover the Santa Rosa Project;
v) sourcing and review of other public domain datasets such as DEMs or multi-spectral remote sensing data;
vi) a review and interpretation of the available data to generate remote targets suitable for reconnaissance exploration; and
vii) field mapping, sample collection and analysis and quantification of the prospectivity of the Santa Rosa Project.

The proposed work program on the Santa Rosa Project is single phase and is limited by the permissible exploration activities whilst the permits forming the basis of the Santa Rosa project remain in application phase. Depending upon the outcome of this single phase program, upon grant of the licenses the Company may consider additional exploration activities. The following table outlines the current proposed expendituresin relation to exploration activities for the next two years:

Estimated Expenditure (AUD)

Phase	Item	Budget (AUD)
Phase 1a	Exploration data purchase	\$4,020
	Consultant report	\$16,080
	Security and logistical assessment	\$8,040
	Sub-total	\$28,140
Phase 1b	Travel, logistics and security	\$20,100
	Fieldwork	\$73,700
	Local staffing	\$16,080
	Geochemistry	\$13,400
	Community & social programs	\$6,700
	Reporting and recommendations	\$26,800
	Project overheads & permitting – Year 1	\$33,500
	Sub-total	\$190,280
Phase 1c	Airborne Geophysics	\$160,800
Phase 1 sub-total		\$379,220
Contingency (15%)		\$56,880
Total		\$436,100

Further information on the exploration program for the Santa Rosa Project can be found in Section 7 of the Santa Rosa Report.

The tables above are statements of current intentions as of the date of this Prospectus. Due to market conditions and/or any number of other factors (including the risk factors outlined in Section 7 and any impact the COVID-19 pandemic may have on the Company and its future activities in Colombia) actual expenditure levels may differ significantly to the above estimates. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the way funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

Exploration expenditures are only on granted exploration permits and applications and will be reviewed on an on-going basis, depending upon the nature of results from the respective exploration activities. The results obtained from exploration and evaluation programs may lead to increased or decreased levels of expenditure on the Vetas Project and/or the Santa Rosa Project reflecting a change in emphasis.

5.8 Use of funds

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

Funds available	Subscription (\$) (\$5,000,000)	Percentage of Funds (%)
Existing cash reserves1	250,000	4.8
Funds raised from the Offer	5,000,000	95.2
Total	5,250,000	100
Allocation of funds
Exploration at Vetas Project2	2,500,000	47.62
Exploration at Santa Rosa Project2	436,100	8.31
Expenses of the Offer3	445,000	8.48
Administration costs4	750,000	14.28
Working capital5	1,118,900	21.31
Total	5,250,000	100

Notes

Refer to the Financial Information set out in Section 6 for further details. The Company intends to apply these funds towards the purposes set out in this table, including the payment of the expenses of the Offer of which various amounts will be payable prior to completion of the Offer. Since 30 June 2021, the Company has expended approximately \$90,000 in progressing exploration and preparing the Prospectus.
Refer to Section 5.7 and the Independent Geologist's Reports in Annexure A and Annexure B for further details with respect to the Company's proposed exploration programs at the Projects.
Refer to Section 10.10 for further details. Total expenses of the Offer are expected to be \$580,000 (excluding GST). To date, the Company has paid approximately \$135,000 of these expenses.
Administration costs include the general costs associated with the management and operation of the Company's business including administration expenses, management salaries, directors' fees, rent and other associated costs.
This includes US\$100,000 as deferred consideration for the Company's acquisition of CMNS. To the extent that:

(a) the Company's exploration activities warrant further exploration activities; or

(b) the Company is presented with additional acquisition opportunities,

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

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

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

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

5.9 Capital structure

The capital structure of the Company following completion of the Offer is summarised below:

Shares1

	Minimum Subscription
Shares currently on issue2	5,625,010
Shares to be issued pursuant to the Offer3	25,000,000
Shares to be issued to the Corporate Advisor4	1,000,000
Total Shares on completion of the Offer	31,625,010

Notes

The rights attaching to the Shares are summarised in Section 10.2.
As at the date of this Prospectus, the Company's Share capital is comprised of Shares issued to the Company's founders, Shares issued as partial consideration for the acquisition of the Vetas Project and Shares issued pursuant to seed capital raisings which the Company has undertaken since its incorporation.
25,000,000 Shares to be issued at an issue price of \$0.20 per Share to raise up to \$5,000,000 under the Offer.
Pursuant to the Corporate Advisory Mandate, the Company has agreed to issue 1,000,000 Shares to Kaai Capital (or its nominees) in consideration for corporate advisory services, subject to the Company receiving conditional approval to list on ASX.

Options

	Minimum Subscription
Options currently on issue	3,925,000
Options to be issued pursuant to the Offer	Nil
Total Options on completion of the Offer	3,925,000

Notes

Refer to Section 10.3 for a summary of the terms and conditions of the Options.

Performance Rights

	Minimum Subscription
Performance Rights currently on issue	200,000
Performance Rights to be issued pursuant to the Offer	Nil
Total Performance Rights on issue after completion of the Offer	200,000

Notes

Refer to Section 10.4 for a summary of the terms and conditions of the Performance Rights.

5.10 Substantial Shareholders

Those Shareholders holding 5% or more of the Shares on issue as at the date of this Prospectus are set out in the table below.

Shareholder	Shares	Options	Percentage (%) (undiluted)	Percentage (%) (fully diluted)
Mr Joseph van den Elsen1	1,303,244	481,250	23.17	18.30
Mr Wilson Escobar Castaneda	370,385	200,000	6.58	5.85

Notes

Mr van den Elsen acquired his interests in these securities as follows:

(a) 816,994 Shares in consideration for the Company's acquisition of CMNS on 12 September 2018 (Mr van den Elsen was a shareholder in CMNS);

(b) 100,000 Shares issued on 5 February 2019 at an issue price of \$0.30 per Share;

(d) 41,667 Shares issued on 25 September 2019 at an issue price of \$0.006 per Share;

(e) 20,833 Shares on 25 September 2019 issued in lieu of director fees at a deemed issue price of \$0.60 per Share;

(f) 20,833 Shares on 25 September 2019 at an issue price of \$0.60 per Share;

(g) 281,250 Shares issued on 17 February 2021 at an issue price of \$0.16 per Share (together with 281,250 free-attaching options);

(h) 20,000 Shares were transferred by Mr van den Elsen to another holder in September 2021; and

(i) 200,000 Options and 200,000 Performance Rights issued as part of Mr van den Elsen's remuneration package as Executive Chairman of the Company.

Mr Escobar acquired his interest in these securities as follows:

(a) 326,797 Shares in consideration for the Company's acquisition of CMNS on 12 September 2018 (Mr Escobar was a shareholder in CMNS);

(b) 43,587 Shares on 7 January 2021 through a distribution by Potash of Colombia Pty Ltd which held Shares in the Company; and

(c) 200,000 Options on 15 February 2021 as part of Mr Escobar's remuneration package as a Non-Executive Director of the Company.

Messrs van den Elsen and Escobar have indicated that at this stage, they do not intend to apply for additional Shares under the Offer. On completion of the Offer, the interests of both Messrs van den Elsen and Escobar will be diluted to less than 5%, and it is not expected that any person will hold more than 5% of the Shares on issue after the completion of the Offer.

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

5.11 Restricted Securities

Subject to the Company being admitted to the Official List and completing the Offer, certain Shares, Performance Rights and Options will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these Shares are prohibited from being traded, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. Under the relevant terms, the relevant Performance Rights and Options are not quoted and are not transferrable.

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

a) some or all of the Shares, Performance Rights and Options issued to related parties or promoters will be escrowed for a period of 24 months from the listing date;
b) some of the Shares issued to various unrelated seed capitalists will be escrowed for a period of 12 months from the date of issue; and
c) the Shares to be issued to Kaai Capital (or its nominees) pursuant to the Corporate Advisory Mandate will be escrowed for a period of 24 months from the listing date.

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

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

The Company's 'free float' (being the percentage of Shares not subject to escrow and held by Shareholders that are not related parties of the Company (or their associates) at the time of admission to the Official List) is expected to be approximately 92% following completion of the Offer.

5.12 Additional Information

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

a) the Independent Geologist's Report in Annexure A for further details about the geology, location and mineral potential of the Vetas Project;
b) the Independent Geologist's Report in Annexure B for further details about the geology, location and mineral potential of the Santa Rosa Project; and
c) the Solicitor's Report on Tenements in Annexure C for further details in respect to the Company's interests in the Tenements.

5.13 Dividend policy

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

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

FINANCIAL INFORMATION 6

6.1 Introduction

This Section contains a summary of the relevant historical financial information and pro forma historical financial information of Ronin (including its controlled entities), which has been prepared by the Directors of the Company.

The Statutory Historical Financial Information comprises the following:

a) The historical Statement of Profit or Loss and Other Comprehensive Income for the financial period ended 30 June 2019, financial year ended 30 June 2020 and financial year ended 30 June 2021 ("Historical Statement of Profit or Loss and Other Comprehensive Income");
b) Historical Statement of Cash Flows for the financial period ended 30 June 2019, financial year ended 30 June 2020 and financial year ended 30 June 2021 ("Historical Statements of Cash Flows"); and
c) The Company's historical Statement of Financial Position as at 30 June 2019, 30 June 2020 and 30 June 2021 ("Historical Statements of Financial Position").

Collectively referred to as the "Statutory Historical Financial Information" (see section 6.2).

The pro forma historical information comprises the following:

a) Pro forma historical Statement of Profit or Loss and other Comprehensive Income for the financial year ended 30 June 2021;
b) Pro forma historical Statement of Cash Flows for the financial year ended 30 June 2021; and
c) Pro forma historical Statement of Financial Position as at 30 June 2021.

Collectively referred to as the "Historical Pro Forma Financial Information" (see section 6.3). The Historical Pro forma Financial Information has been prepared to reflect the Statutory Historical Financial Information adjusted to give effect to the Offer to raise \$5,000,000 through the issue of 25,000,000 Shares at an issue price of \$0.20 per Share as well as the issue of 1,000,000 Shares under the Kaai Mandate.

The Statutory Historical Financial Information and Pro Forma Historical Financial Information is together referred to as the "Financial Information". The basis of preparation and presentation of the Financial Information is set out in see Section 6.4. Accounting policies have been consistently applied throughout the periods presented unless otherwise stated.

The financial reports have been audited or reviewed by William Buck Audit (Vic) Pty Ltd (William Buck) who has issued unqualified audit opinions in respect of those periods.

The Pro Forma Historical Financial Information has been derived from the Statutory Financial Information and adjusted as set out below in Section 6.3 and reviewed by William Buck.

The Statutory Historical Financial Information and the Pro Forma Historical Financial Information has been prepared on a consolidated basis for Ronin and its controlled entities, being CMNS which became part of the consolidated group on 12 September 2018 and Potasio which became part of the consolidated group on 1 December 2020.

The information in this Section 6 should be read in conjunction with the risk factors set out in Section 7 and other information contained in this Prospectus.

All amounts disclosed in the tables are presented in Australian dollars unless otherwise noted.

Past performance is not a guide to future performance. Pro forma financial information is not a forecast.

Forecast Financial Information

There are significant uncertainties associated with forecasting future revenues and expenses of the Company. In light of uncertainty as to timing and outcome of the Company's growth strategies and the general nature of the industry in which the Company will operate, as well as uncertain macro market and economic conditions in the Company's markets, the Company's performance in any future period cannot be reliably estimated. On these bases and after considering ASIC Regulatory Guide 170, the Directors do not believe they have a reasonable basis to reliably forecast future earnings and accordingly forecast financials are not included in this Prospectus.

6.2 Historical Financial Information

6.2.1 Historical Statement of Profit or loss and other comprehensive income

Set out below is the Statement of profit or loss and other comprehensive income for Ronin for the financial years ended 30 June 2019, 30 June 2020 and 30 June 2021.

	Audited Financial period ended 30 June 2019 \$	Audited Financial year ended 30 June 2020 \$	Audited Financial year ended 30 June 2021 \$
Revenue
Interest income			13
Expenses
Directors' fees	(4,000)	(25,000)	-
Exploration and evaluation expenses	(894,205)	(95,285)	(90,892)
Corporate and administration expenses	(17,194)	(13,765)	(56,846)
IPO transaction costs	-	-	(57,965)
Share based payment	-	-	(62,696)
Loss before income tax expense	(915,399)	(134,050)	(268,386)
Income tax expense	-	-	-
Loss after income tax expense for the year attributable to the owners of the Company	(915,399)	(134,050)	(268,386)
Other comprehensive income
Foreign currency translations	15,802	(9,184)	42,526
Total comprehensive income for the period	(899,597)	(143,234)	(225,860)

The historical Statement of profit or loss and other comprehensive income above should be read in conjunction with the notes to this financial section as included in Sections 6.4, 6.5, 6.10 and 6.11 below.

The historical statement of profit or loss and other comprehensive income for the previous financial years provide a summary of the Company's exploration and evaluation of existing projects. During the financial period ended 30 June 2019, the majority of the Company's formation and initial exploration activities took place. This included a review of its existing Colombian tenements.

During the financial years ended 30 June 2020 and 30 June 2021, the Company continued to carry out exploration activities and commence planning for an initial public offering on the ASX.

6.2.2 Historical Statement of financial position

Set out below is the historical statement of financial position for Ronin for the financial years ended 30 June 2019, 30 June 2020 and 30 June 2021.

	Audited 30 June 2019 \$	Audited 30 June 2020 \$	Audited 30 June 2021 \$
Current Assets
Cash and cash equivalents	127,353	2,034	337,668
Trade and other receivables	6,034	5,984	-
Total Current Assets	133,387	8,018	337,668
Total Non-Current Assets	-	-	-
Total Assets	133,387	8,018	337,668
Current Liabilities
Trade and other payables	8,731	15,000	54,798
Tenement acquisition costs payable	263,403	179,999	133,014
Total Current Liabilities	272,134	194,999	187,812
Total Non-Current Liabilities	-	-	-
Total Liabilities	272,134	194,999	187,812
Net Assets/(Liabilities)	(138,747)	(186,981)	149,856
Equity
Issued capital	760,850	855,850	1,355,851
Reserves	15,802	6,618	111,840
Accumulated losses	(915,399)	(1,049,449)	(1,317,835)
Net Equity/(Deficiency)	(138,747)	(186,981)	149,856

The historical Statement of financial position should be read in conjunction with the notes to this financial section as included in Sections 6.4, 6.5, 6.10 and 6.11 below.

The historical Statement of financial position for the previous financial years provide a summary of the Company's cash position. During the period ended 30 June 2019, the formation of the Company was carried out and initial capital was raised from investors. The Company acquired the Vetas Project, located in Colombia, and began exploration activities.

During the financial year ended 30 June 2020, the Company continued to review its exploration areas of interest.

During the financial year ended 30 June 2021, the Company conducted a capital raising to raise \$500,000 to fund ongoing expenditure and costs relating to its initial public offering and listing on the ASX.

6.2.3 Historical Statement of cashflows

Set out below is the statement of cashflows for the financial years ended 30 June 2019, 30 June 2020 and 30 June 2021.

	Audited Financial year ended 30 June 2019 \$	Audited Financial year ended 30 June 2020 \$	Audited Financial year ended 30 June 2021 \$
Cash flows from operating activities
Receipts from customers (inclusive of GST)	-	-	13
Payments to suppliers (inclusive of GST)	(127,710)	(195,392)	(115,977)
Payments for exploration and evaluation expenses	-	-	(56,704)
Net cash used in operating activities	(127,710)	(195,392)	(172,668)
Cash flows from investing activities
Net cash used in investing activities	-	-	-
Cash flows from financing activities
Proceeds from issue of shares	260,000	70,073	500,779
Net cash used in financing activities	260,000	70,073	500,779
Net increase in cash and cash equivalents	132,290	(125,319)	328,111
Cash and cash equivalents at the beginning of the financial year	-	127,353	2,034
Effects of exchange rate changes on cash and cash equivalents	(4,937)	-	7,523
Cash and cash equivalents at the end of the financial year	127,353	2,034	337,668

The historical Statement of cashflows should be read in conjunction with the notes to this financial section as included in Sections 6.4, 6.5, 6.10 and 6.11 below.

The historical Statement of cashflows for the previous financial years provide a summary of the Company's expenditure over the previous years with the following significant items to note:

a) payments to suppliers as a result of increased administrative, corporate, exploration and evaluation carried out during the formation years of the Company; and
b) Capital raisings completed during the financial period ended 30 June 2019 and financial years ended 30 June 2020 and 30 June 2021.

6.3 Pro Forma Financial Information

6.3.1 Pro forma Statement of Profit or loss and other comprehensive income

Set out below is the pro forma Statement of profit or loss and other comprehensive income for Ronin for the financial year ended 30 June 2021.

	Audited 30 June 2021 \$	Reviewed 30 June 2021 Pro forma \$
Other Income	13	13
Expenses
Directors' fee	-	-
Exploration and evaluation expenses	(90,892)	(90,892)
Corporate and administration expenses	(56,846)	(56,846)
Share based payment expenses	(62,696)	(82,924)
Initial public offering costs	(57,965)	(151,754)
Loss for the period before tax	(268,386)	(382,403)
Income tax expense	-	-
Loss after income tax expense for the year attributable to the owners of the Company	(268,386)	(382,403)
Other comprehensive income		-
Foreign currency translations	42,526	17,120
Total comprehensive income for the period	(225,860)	(365,283)

The pro forma statement of profit or loss and other comprehensive income for Ronin as at 30 June 2021 has been prepared as if the following transactions have taken place at that date:

a) The inclusion of \$20,228 in share-based payments for the value of performance rights issued to the Executive Chairman upon vesting; and
b) The inclusion of estimated transaction costs remaining to be paid of \$93,789 which have been allocated to accumulated losses.

6.3.2 Pro forma Statement of Financial Position

Set out below is the pro forma statement of financial position as at 30 June 2021 based on the pro forma assumptions set out below:

	Note (Section references)	Audited 30 June 2021 \$	Pro forma adjustments	Pro forma 30 June 2021 \$
Current Assets
Cash and cash equivalents	6.6	337,668	4,390,746	4,728,414
Total Current Assets		337,668	4 ,390,746	4,728,414
Total Non-Current Assets		-	-	-
Total Assets		337,668	4,390,746	4,728,414
Current Liabilities
Trade and other payables		54,798	-	54,798
Tenement acquisition costs payable		133,014	(133,014)	-
Total Current Liabilities		187,812	(133,014)	54,798
Total Non-Current Liabilities		-	-	-
Total Liabilities		187,812	(133,014)	54,798
Net Assets		149,856	4,523,760	4,673,616
Equity
Issued capital	6.7	1,355,851	4,617,549	5,973,400
Share based payments reserve	6.8	62,696	20,228	82,924
Foreign currency translation reserve		49,144	-	49,144
Accumulated losses	6.9	(1,317,835)	(114,017)	(1,431,852)
Total Equity		149,856	4,523,760	4,673,616

The pro forma statement of financial position for Ronin as at 30 June 2021 has been prepared as if the following transactions have taken place at that date:

a) The inclusion of an initial public offering amounting to \$5,000,000;
b) The inclusion of share based payment expenses relating to the proposed vesting of performance rights issued to the Executive Chairman amounting to \$20,228;

c) The proposed payment of tenement acquisition costs following registration of the tenements in the Company's name amounting to \$133,014;
d) The inclusion of estimated transaction costs remaining to be paid of \$476,240, allocated between issued capital (\$382,451) and accumulated losses (\$93,789); and
e) There were no matters or circumstances that has arisen since the date of this report which has significantly affected, or may significantly affect, the operations of the entity, the results of those operations or the state of affairs of the entity in future financial years.

6.3.3 Pro forma Statement of Cashflows

Set out below is the pro forma statement of cashflows for the full year ended 30 June 2021 based on the pro forma assumptions set out below:

	Audited 30 June 2021 \$	Pro forma - 30 June 2021 \$
Cash flows from operating activities
Receipts from customers (inclusive of GST)	13	13
Payments to suppliers (inclusive of GST)	(115,977))	(115,977)
Payments for exploration and evaluations costs	(56,704)	(189,718)
Net cash used in operating activities	(172,668)	(305,682)
Cash flows from investing activities
Net cash used in investing activities	-	-
Cash flows from financing activities
Proceeds from issue of shares	500,779	5,500,779
Share issue transaction costs	-	(476,240)
Repayment of borrowings	-	-
Net cash used in financing activities	500,779	5,024,539
Net increase in cash and cash equivalents	328,111	4,718,857
Cash and cash equivalents at the beginning of the financial year	2,034	2,034
Effects of exchange rate changes on cash and cash equivalents	7,523	7,523
Cash and cash equivalents at the end of the financial year	337,668	4,728,414

The pro forma statement of financial position for Ronin for the full year ended 30 June 2021 has been prepared as if the following transactions have taken place at that date:

a) The inclusion of an initial public offering amounting to \$5,000,000;
b) The inclusion of estimated transaction costs of \$491,326, allocated between issued capital (\$382,451) and accumulated losses (\$93,789); and
c) The payment of tenement acquisition costs amounting to \$133,014.

6.4 Notes To Financial Statements

(a) Summary of significant accounting policies

The financial information presented herein has been prepared in accordance with the measurement and recognition (but not all disclosure) requirements of applicable Australian Accounting Standards. The financial information is presented in abbreviated form insofar as it does not comply with all disclosure requirements set out in the Australian Accounting Standards and Interpretations and the Corporations Act 2001. Australian Accounting Standards include Australian Equivalents to International Financial Reporting Standards ("AIFRS").

The financial information has been prepared on the basis of historical cost and on a going concern basis. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise stated. In the view of the Directors of Ronin, the omitted disclosures provide limited relevant information to potential investors.

The following significant accounting policies have been adopted in the preparation and presentation of the historical and pro forma financial information (collectively referred to as the "financial statements"):

(b) Basis and Method of Preparation

The Financial Information has been prepared and presented in accordance with the recognition and measurement principles of Australian equivalents of International Financial Reporting Standards and the adopted accounting policies of the Company.

The Financial Information is presented in the Prospectus in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

(c) Principles of consolidation

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

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

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

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.

(d) Revenue recognition

The company recognises revenue as follows:

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

(e) Income tax

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

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

i) When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
ii) When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

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

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

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

(f) 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 company'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 company'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.

(g) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other shortterm, 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.

(h) Impairment of non-financial assets

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-inuse is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

(i) Trade and other payables

These amounts represent liabilities for goods and services provided to the company 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.

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.

(j) Employee benefits

Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

Other long-term employee benefits

The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(k) Share Based Payments

Equity-settled and cash-settled share-based compensation benefits are provided to employees and suppliers.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees and suppliers in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

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

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

i) during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
ii) from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

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

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the company or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the company or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

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

(l) 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

(m) 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.

(n) Foreign currency translation

The financial statements are presented in Australian dollars, which is Ronin'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.

6.5 Critical Estimates and Judgements

The Directors evaluate estimates and judgements incorporated into the financial report of the Company based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data obtained both externally and within the business.

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 Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled sharebased payments would have no impact on the arrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Income tax

The company is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognises liabilities for anticipated tax audit issues based on the company's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

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:

a) the company derives future assessable income of a nature and an amount sufficient to enable the benefit to be realised;
b) the company continues to comply with the conditions for deductibility imposed by law; and
c) no changes in tax legislation adversely affecting the company realising the benefit.

Employee benefits provision

As discussed above 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.

6.6 Cash and cash equivalents

	Audited 30 June 2021	Pro forma 30 June 2021
Cash at bank and on hand	337,668	4,728,414
Adjustments arising in preparation of the pro forma statement of financial position are summarised as follows:
Ronin cash and cash equivalents as at 30 June 2021	337,668	337,668
Proceeds received from \$5 million share issue (gross)	-	5,000,000
Payment of tenement acquisition costs	-	(133,014)
Costs of capital raising	-	(476,240)
Pro-forma cash and cash equivalents	-	4,728,414

6.7 Issued Capital

		Audited 30 June 2021	Pro forma 30 June 2021
ISSUED CAPITAL
Issued Capital		1,355,851	5,973,400
Pro forma issued and fully paid up capital	Shares	Issue price cents per share	\$
Shares on issue – 30 June 2021	5,625,010	-	1,355,851
Capital Raising at \$0.20 (20 cents) per share	25,000,000	\$0.20	5,000,000
Issue of corporate advisor shares	1,000,000	\$0.20	200,000
Capital raising costs (including corporate advisor shares)	-	-	(582,451)
	31,625,010	-	5,973,400

* The seed capital raising offer was completed with a one for one free attaching option exercisable at \$0.30 (30 cents) per option and expiring 3 years from the date of issue.

6.8 Reserves

	Audited 30 June 2021	Pro forma 30 June 2021
RESERVES
Share based payment reserve	62,696	82,924
Adjustments arising in the preparation of the pro-forma statement of financial position are summarised as follows:
Opening balance – 30 June 2021		62,696
Value of Director performance rights – 200,000 rights		20,228
Pro-forma share based payment reserve		82,924

Options

All options on issue are vested and exercisable. No value has been recorded for the options issued through the seed capital raising as they were issued directly as part of the capital raising.

Performance rights

Set out below are the vesting conditions for the performance rights on issue:

Class	Number	Vesting Milestones	Milestone Deadlines
Class A 66,666		The Class A Performance Rights will vest on the achievement of both of the following milestones within the relevant Milestone Deadlines:	VWAP Milestone 1 - 35 months from the
		a) the Company's volume weighted average share price (VWAP) for a consecutive period of 20 trading days being equal to or greater than \$0.265 (26.5 cents) (VWAP Milestone 1); AND	Admission Date Service Milestone 1 – 12 months from Admission
	b) the Executive completing 12 months continuous service to the Company from the date of admission of the Company's securities to the Australian Stock Exchange (ASX) (Admission Date) (Service Milestone 1).		Date
Class B	66,667	The Class B Performance Rights will vest on the achievement of both of the following milestones within the relevant Milestone Deadlines:	VWAP Milestone 2 - 35 months from the Admission Date
		a) the Company's VWAP for a consecutive period of 20 trading days being equal to or greater than \$0.33 (33 cents) (VWAP Milestone 2); AND	Service Milestone 2 – 24 months from Admission Date
		b) the Executive completing 24 months continuous service to the Company from the Admission Date (Service Milestone 2).

Class	Number	Vesting Milestones	Milestone Deadlines
Class C	66,667	The Class C Performance Rights will vest on the achievement of both of the following milestones within the relevant Milestone Deadlines:	VWAP Milestone 3 - 35 months from the Admission Date
		a) the Company's VWAP for a consecutive period of 20 trading days being equal to or greater than \$0.40 (40 cents) (VWAP Milestone 3); AND	Service Milestone 3 – 35 months from Admission Date
		b) the Executive completing 35 months continuous service by the Executive to the Company from the Admission Date (Service Milestone 3).

6.9 Accumulated Losses

	Audited 30 June 2021	Pro forma 30 June 2021
Accumulated losses	(1,317,835)	(1,431,852)
Adjustments arising in the preparation of the proforma statement of financial position are summarised as follows:
Accumulated losses as at 30 June 2021		(1,317,835)
Pro forma adjustments for IPO costs		(93,789)
Share based payments		(20,228)
Pro form Accumulated losses as at 30 June 2021		(1,431,852)

6.10 Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policies:

		Ownership interest
Name	Principal place of business / Country of incorporation	30 June 2021	30 June 2020
Cooperativo Minero de Norte de Santander SAS	Colombia	100%	100%
Potasio de Colombia SAS	Colombia	100%	-

6.11 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.

RISK FACTORS 7

7.1 Introduction

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

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

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

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

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

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

7.2 Company specific risks

The specific risks that the Company are exposed to are set out in Section D of the Investment Overview in this Prospectus.

7.3 Industry specific risks

Risk Category	Risk
Exploration costs	The exploration costs of the Company as summarised in Section 5.7 are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainty, and accordingly, the actual costs may materially differ from the estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely impact the Company's viability.
Resource and reserves and exploration targets	The Company has identified a number of exploration targets based on geological interpretations and limited geophysical data, geochemical sampling and historical drilling. Insufficient data however, exists to provide certainty over the extent of the mineralisation. Whilst the Company intends to undertake additional exploratory work with the aim of defining a resource, no assurances can be given that additional exploration will result in the determination of a resource on any of the exploration targets identified. Even if a resource is identified no assurance can be provided that this can be economically extracted. Reserve and resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter significantly when new information or techniques become available. In addition, by their very nature resource and reserve estimates are imprecise and depend to some extent on interpretations which may prove to be inaccurate.
Grant of future authorisations to explore and mine	If the Company discovers an economically viable mineral deposit that is then intends to develop, it will, among other things, require various approvals, licence and permits before it will be able to mine the deposit. There is no guarantee that the Company will be able to obtain all required approvals, licenses and permits. To the extent that required authorisations are not obtained or are delayed, the Company's operational and financial performance may be materially adversely affected.
Mine development	Possible future development of mining operations at the Projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

Risk Category	Risk
Mine development (cont)	If the Company commences production on one of the Projects, its operations may be disrupted by a variety of risks and hazards which are beyond the control of the Company. No assurance can be given that the Company will achieve commercial viability through the development of the Projects. The risks associated with the development of a mine will be considered in full should the Projects reach that stage and will be managed with ongoing consideration of stakeholder interests.
Environmental	The operations and proposed activities of the Company are subject to laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.
	Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company's ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non compliance with environmental laws or regulations.
	The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company's operations more expensive.
	Approvals are required for land clearing and for ground disturbing activities. In particular, once a mining concession has been granted, contractors will then need to apply for an environmental license before beginning construction and exploitation. Contractors must submit an Environmental Impact Assessment to support their application. The environmental license granted for mining projects authorises all relevant activities (including construction, assembly, exploitation, benefit and internal transportation of the minerals). Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.
Earthquakes	Colombia, including the area in which the Projects are situated, is seismically active and prone to frequent earthquakes and occasional landslides. Any such event may result in operational delays to the Company's operations.

Risk Category	Risk
Regulatory Compliance	The Company's operating activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company's operations. These permits relate to exploration, development, production and rehabilitation activities. While the Company believes that it is in substantial compliance with all
	material current laws and regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Company or its properties, which could have a material adverse impact on the Company's current operations or planned development projects.
	Obtaining necessary permits can be a time-consuming process and there is a risk that Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company's activities or forfeiture of one or more of the Tenements.
7.4 General risks
Additional requirements for capital	The Company's capital requirements depend on numerous factors. The Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

Risk Category	Risk
Reliance on key personnel	The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel, including Mr Wilson Escobar Castaneda who is based in Colombia and is responsible for overseeing the Company's operations in Colombia.
	There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.
	The Company may not be able to replace its senior management or key personnel with persons of equivalent expertise and experience within a reasonable period of time or at all and the Company may incur additional expenses to recruit, train and retain personnel. Loss of such personnel may also have an adverse effect on the performance of the Company.
Economic	General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities. If activities cannot be funded, there is a risk that the Tenements may have to be surrendered or not renewed. General economic conditions may also affect the value of the Company and its valuation regardless of its actual performance.
Competition risk	The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company's projects and business.
Currently no market	There is currently no public market for the Company's Shares, the price of its Shares is subject to uncertainty and there can be no assurance that an active market for the Company's Shares will develop or continue after the Offer. The price at which the Company's Shares trade on ASX after listing may be higher or lower than the issue price of Shares offered under this Prospectus and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors and the Company have no control, such as movements in mineral prices and exchange rates, changes to government policy, legislation or regulation and other events or factors. There can be no guarantee that an active market in the Company's Shares will develop or that the price of the Shares will increase. There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid.

RISK FACTORS (CONT) 7

Risk Category	Risk
Market conditions	Share market conditions may affect the value of the Company's Shares regardless of the Company's operating performance. Share market conditions are affected by many factors such as:
	a) general economic outlook;
	b) introduction of tax reform or other new legislation;
	c) interest rates and inflation rates;
	d) changes in investor sentiment toward particular market sectors;
	e) the demand for, and supply of, capital; and
	f) terrorism or other hostilities.
	The market price of Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.
	Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of exploration companies experience extreme price and volume fluctuations that have often been unrelated to the operating performance of such companies. These factors may materially affect the market price of the Shares regardless of the Company's performance.
	Further, after the end of the relevant escrow periods affecting Shares in the Company, a significant sale of then tradeable Shares (or the market perception that such a sale might occur) could have an adverse effect on the Company's Share price. Please refer to Section 5.11 for further details on the Shares likely to be classified by the ASX as restricted securities.
Commodity price volatility and exchange rate risks	If the Company achieves success leading to mineral production, the revenue it will derive through the sale of product exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities are
	denominated in United States dollars, whereas the income and expenditure of the Company will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

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

7.5 Investment speculative

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

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

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

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

8.1 Directors and key personnel

The Board of the Company consists of:

(a) Joseph van den Elsen (BA, LLB, Grad Dip Environment, Energy & Resources Law and Grad Dip Mineral Exploration Geoscience) – Executive Chairman

Mr Joseph van den Elsen is a dual Australian/Colombian citizen who founded Ronin Resources in 2017 and is currently the Managing Director of Ookami Ltd. 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 similar 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 is an experienced company director having been a Non-Executive Director of Ascot Resources Ltd (ASX:AZQ) and Arcadia Minerals Ltd (ASX:AM7) and the Non-Executive Chairman and subsequently Managing Director of MHM Metals Ltd (ASX:MHM). He is currently a Non-Executive Director of Oakdale Resources (ASX:OAR) and Managing Director of Ookami Limited (ASX:OOK).

Joseph was also the sole director of Alreco Pty Ltd (ACN 132 731 018) (Alreco) when it was placed into a creditors' voluntary liquidation on 24 October 2017. Alreco was wholly owned by MHM Metals Limited prior to the commencement of liquidation. The sole creditor of the company at the time of entry into liquidation was MHM Metals Limited. Joseph is not aware of any outstanding claims following the conclusion of the liquidation process.

The Board does not consider Mr van den Elsen to be independent on the basis he is the Executive Chairman of the Company.

(b) Wilson Escobar Castaneda (B. Geo., Post Graduate Project Management) – Non-Executive Director

Mr Wilson Escobar Castaneda 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. Mr Escobar Castaneda is based in Colombia and through his role as a non-executive director of the Company and director of the Company's wholly owned subsidiary, CMNS, is responsible for overseeing the Company's day-to-day operations in Colombia.

The Board considers Mr Escobar Castaneda to be independent.

(c) Matthew Keen (B. Eng. (Hons)) – Non-Executive Director

Matthew has over 20 years of broad-based commercial experience across the engineering, finance and corporate sectors and is currently employed as the Chief Investment Officer of Fitzpatrick Group, sharing responsibility for the day to day running of its investment portfolio.

Previously Matthew held roles including General Manager of Corporate Development at Whitehaven Coal, Managing Director of MHM Metals and Queen Street Capital, Wealth Advisor at UBS and General Manager of Switchgear and Instrumentation Hong Kong. During his career Matthew has been heavily involved in M&A activities both inhouse and as an external advisor as well as facilitating and setting corporate strategy for listed companies Whitehaven Coal and MHM Metals. Matthew is currently a Non-Executive Director of soon to be listed Alloggio Limited.

Matthew Keen was a director of Mulsanne Resources Pty Ltd which was placed into external administration whilst Matthew Keen was a director on 20 November 2012. Matthew Keen was formerly a director of Aston Metals Limited and Aston Metals (QLD) Limited (now AEON Walford Creek Limited) that were placed into external administration on 3 September 2013, 2 months after he resigned as a director.

The Board considers Mr Keen to be independent.

Key management

Justin Mouchacca (CA, FGIA) – Company Secretary and Financial Controller

Mr Mouchacca is a qualified Chartered Accountant and Fellow of the Governance Institute of Australia with over 14 years' experience in public company responsibilities including statutory, corporate governance and financial reporting requirements. He graduated from RMIT University in 2008 with a 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 of entities listed on the ASX and unlisted public companies. He is also a Fellow of the Governance Institute of Australia.

He specialises in preparing companies to list on stock exchanges, Corporations Act legislation, corporate governance policies, statutory report writing requirements, shareholder meeting requirements and assistance in the preparation of prospectuses, information memorandums and other disclosure documents.

The Company is aware of the need to have sufficient management to properly supervise its operations and the Projects in which the Company has, or will in the future have, an interest, and the Board will continually monitor the management roles in the Company. As the Company continues to explore and develop its Projects and the level of its operations increase, the Board may look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company's Projects and operations.

8.2 Disclosure of interests

Remuneration

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

Director	Remuneration for the financial year ended 30 June 2020	Remuneration for the financial year ended 30 June 2021	Proposed remuneration for financial year ending 30 June 2022
Directors
Joseph van den Elsen1	\$12,500	\$0	\$120,000
Wilson Escobar2	\$0	\$0	\$36,000
Matthew Keen1	\$12,500	\$0	\$36,000

Notes

Appointed on 1 April 2018.
Appointed on 29 March 2021.

The Company's constitution provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive Directors is \$250,000 per annum although may be varied by ordinary resolution of the Shareholders in general meeting.

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

Interests in Securities

As at the date of this Prospectus

Director	Shares	Options	Performance Rights	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
Joseph van den Elsen1	1,303,244	481,250	200,000	23.17	18.30
Wilson Escobar2	370,385	200,000	-	6.58	5.85
Matthew Keen1	268,588	200,000	-	4.77	4.81

Notes

Refer to the table in Section 5.10 for details of how Mr van den Elsen obtained his interest in these Securities.
Refer to the table in Section 5.10 for details of how Mr Escobar obtained his interest in these Securities.
Mr Keen acquired his interest in these securities as follows:

(i) 100,000 Shares issued on 5 February 2019 at an issue price of \$0.30 per Share;

(ii) 41,667 Shares issued on 29 May 2019 at an issue price of \$0.60 per Share;

(iii) 43,587 Shares on 7 January 2020 through a distribution Potash of Colombia Pty Ltd which held Shares in the Company at a deemed issue price of \$0.60 per Share;

(iv) 41,667 Shares on 25 September 2019 at a deemed issue price of \$0.006 per Share;

(v) 20,833 Shares on 25 September 2019 issued in lieu of director fees at a deemed issue price of \$0.60 per Share;

(vi) 20,833 Shares on 25 September 2019 at an issue price of \$0.60 per Share; and

(vii) 200,000 Options as part of Mr Keen's remuneration package as a Non-Executive Director of the Company.

The Directors have indicated that at this stage, they do not intend to apply for Shares under the Offer. On completion of the Offer, the interests of the Directors will be diluted by the issue of Shares under the Offer, and their expected percentage interest in the Company will be as follows:

Post-completion of the Offer

Director	Shares	Options	Performance Rights	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
Joseph van den Elsen1	1,303,244	481,250	200,000	4.12	5.55
Wilson Escobar2	370,385	200,000	-	1.17	1.60
Matthew Keen1	268,588	200,000	-	0.85	1.31

8.3 Agreements with Directors and related parties

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

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

The agreements between the Company and related parties are summarised in Sections 9.4.

8.4 Corporate governance

(a) ASX Corporate Governance Council Principles and Recommendations

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

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

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

The Company's main corporate governance policies and practices as at the date of this Prospectus are outlined below.

(b) Board of Directors

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

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

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

i) leading and setting the strategic direction, values and objectives of the Company;
ii) appointing the Chairman of the Board, Managing Director or Chief Executive Officer and approving the appointment of senior executives and the Company Secretary;
iii) overseeing the implementation of the Company's strategic objectives, values, code of conduct and performance generally;
iv) approving operating budgets, major capital expenditure and significant acquisitions and divestitures;
v) overseeing the integrity of the Company's accounting and corporate reporting systems, including any external audit (satisfying itself financial statements released to the market fairly and accurately reflect the Company's financial position and performance);
vi) establishing procedures for verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor, to ensure that each periodic report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions;
vii) overseeing the Company's procedures and processes for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company's securities;
viii) reviewing, ratifying and monitoring the effectiveness of the Company's risk management framework, corporate governance policies and systems designed to ensure legal compliance; and
ix) approving the Company's remuneration framework.

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

(c) Composition of the Board

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

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

The Board currently consists of three Directors (two non-executive Directors and one executive Director) of whom Mr Keen and Mr Escobar Castanenda are considered independent. The Board considers the current balance of skills and expertise to be appropriate given the Company's planned level of activity.

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

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

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

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

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

(d) Identification and management of risk

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

(e) Ethical standards

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

(f) Independent professional advice

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

(g) Remuneration arrangements

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

In accordance with the Constitution, the total maximum remuneration of non-executive Directors is initially set by the Board and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors' remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed \$250,000 per annum.

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

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

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

(h) Trading policy

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

(i) External audit

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

(j) Audit committee

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

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

(k) Diversity policy

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

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

(l) Departures from Recommendations

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

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

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

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

9.1 Capital raising agreements

9.1.1 Lead Manager Mandate

The Company has signed a mandate letter to engage CPS Capital Group Pty Ltd (CPS Capital) to act as lead manager of the Offer (Lead Manager Mandate). The material terms and conditions of the Lead Manager Mandate are summarised below:

Fees		Under the terms of this engagement the Company will pay CPS Capital:
	a)	a management fee of 2% of total funds raised under the Prospectus (plus GST); and
	b)	a 4% capital raising fee on funds raised under the Prospectus (plus GST).
Termination	CPS Capital may terminate the Lead Manager Mandate:
	a)	by fourteen (14) days' notice in writing if the Company commits a material breach of the Lead Manager Mandate or if any warranty or representation given or made by the Company is not complied with or proves to be untrue in any respect. The right to terminate under this item (a) cannot be exercised without CPS Capital first giving the Company 14 days' prior notice for the reason of the proposed termination and the Company being unable to rectify the matter within that time; or
	b)	immediately by notice in writing if the Company becomes insolvent, has a receiver, administrative receiver or manager or administrator appointed, enters into any composition with creditors generally or has an order made or resolution passed for it to be wound up or if a court makes an administration order with respect to the Company or any composition in satisfaction of its debts of or a scheme of arrangement of the affairs of the Company.
		The Company may terminate the Lead Manager Mandate by seven (7) days written notice to CPS Capital. In this event, any outstanding expenses will be immediately payable.

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

9.1.2 Corporate Advisory / Project Management Mandate

The Company has entered into a mandate with Kaai Pty Ltd trading as Kaai Capital (Kaai) under which Kaai was engaged to provide corporate advisory and project management services to the Company in connection with the Offer (Kaai Mandate). The material terms and conditions of the Kaai Mandate are set out below:

Scope of Work		Kaai will have overall responsibility for project managing the Offer to completion, and will provide services including:
	a)	assisting with structuring matters;
	b)	assisting with the due diligence process for the IPO and this Prospectus;
	c)	reviewing and providing input on this Prospectus, and assisting with verification and finalisation;
	d)	liaising with the Company's lawyers, investigating accountant and independent geologist; and
	e)	assisting with the listing application and reviewing any necessary ASX announcements.
Fees		In consideration for providing the services outlined above, the Company will issue Kaai or its nominees 1,000,000 Shares. The issue of the Shares is contingent on the Company receiving conditional approval to list on ASX.
Term		The Kaai Mandate will terminate on the successful listing of the Company on ASX (or earlier if the Offer does not proceed or the parties terminate for convenience).
Fees in the event of termination		If the Company terminates the Kaai Mandate for convenience and subsequently successfully lists on ASX within 6 months, it remains liable to issue the fee Shares to Kaai outlined above.

The Kaai Mandate otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

9.2 Mining Title Purchase and Sale Agreement

On 29 April 2019, the Company's wholly owned subsidiary, CMNS, entered into a mining title purchase and sale agreement with Diego Ivan Mojica Corchuelo and Jairo Vidal Cuellar Rodríguez, the original vendors of the FI3-152 Mining Title (Original Vendors), pursuant to which CMNS agreed to acquire all the rights derived from the FI3-152 Mining Title (Mining Title Purchase and Sale Agreement). The material terms of the Mining Title Purchase and Sale Agreement are set out below:

Initial Consideration and Settlement	In consideration for the acquisition of all the rights to FI3-152 Mining Title, CMNS agreed to pay the following to the Original Vendors: a) US\$15,000 within three business days of the date that CMNS completed due diligence on FI3-152 Mining Title; and b) US\$85,000 at the time the assignment of rights and obligations of FI3- 152 Mining Title to CMNS has been approved by ANM. The acquisition of the FI3-152 Mining Title from the Original Vendors settled in May 2019 and the above settlement consideration of US\$100,000 was paid at that time.
Deferred Consideration Payment	CMNS also agreed to make a deferred payment of US\$100,000 to the Original Vendors on the date that the title to FI3-152 Mining Title is formally transferred and registered in the name of CMNS (Transfer Date).
Power of Attorney	The Original Vendors granted CMNS an irrevocable power of attorney that confers the right to act on behalf of the Original Vendors as owners of the FI3-152 Mining Title.
Mining Pledge	In order to guarantee the acquisition of the rights derived from the FI3- 152 Mining Title until the formal transfer has occurred, a mining pledge (Prenda Minera) was constituted over the FI3- 152 Mining Title in favour of the Company on 29 April 2019. This mining pledge was duly registered in the Registry of Guarantees over Movable Assets (Registro de Garantías Mobiliarias) on 9 May 2019.
	This mining pledge secures the rights already contractually acquired over the FI3-152 Mining Title while the ANM formalises the transfer of the FI3-152 Mining Title to CMNS. Accordingly, CMNS has not only filed for the transfer of the FI3-152 Mining Title but also has a prevalent and undisputed pledge over the FI3-152 Mining Title which would enable CMNS to secure title to the FI3-152 Mining Title in case there is a breach or default of the Original Vendors under the Mining Title Purchase and Sale Agreement.
Royalty	A 1% gross production royalty to the Original Vendors on all sales of coal extracted from the area covered by the FI3-152 Mining Title.

The obligation to pay the deferred consideration and royalty are still outstanding and are owed by CMNS to the Original Vendors. The Company expects that the Transfer Date will occur in the next 12 months. The Mining Title Purchase and Sale Agreement otherwise contains provisions considered standard for an agreement of its nature. The Company confirms that the Original Vendors have no other involvement in the Vetas Project or the Company and the Original Vendors do not have any interest in or in respect of the Company other than the right to receive the outstanding consideration on formal transfer of the permit (and the royalty mentioned above).

In addition to the above, on 10 March 2021 the Company entered into an assignment agreement with the Original Vendors confirming the assignment of the rights and obligations derived from the FI3-152 Mining Title to CMNS under the Mining Title Purchase and Sale Agreement for ANM purposes.

9.3 Acquisition of Potasio

On 1 December 2020, the Company entered into a share sale agreement with Potasio de Colombia S.A.S (Potasio) and Joseph van den Elsen (the sole shareholder of Potasio), pursuant to which the Company acquired 100% of the shares in Potasio, free from encumbrances, for nominal consideration of \$1 AUD. Settlement of the acquisition of Potasio occurred on 1 December 2020 and it was agreed that postsettlement Joseph van den Elsen would continue to act as legal representative of Potasio.

9.4 Agreements with Directors

9.4.1 Joseph van den Elsen – Executive Chairman

The Company has entered into an executive consultancy agreement with Gotham Corporate Pty Ltd (ACN 649 270 002) (Consultant) and Mr Joseph van den Elsen (Nominated Person), pursuant to which the Company has engaged Mr van den Elsen as Executive Chairman (Executive Consultancy Agreement). The material terms and conditions of the Executive Consultancy Agreement are summarised below:

Term	The Executive Consultancy Agreement will commence on the date the Company is admitted to the official list of the ASX and continue until terminated in accordance with its terms.
Remuneration	The Consultant will receive \$120,000 per annum (exclusive of GST).
Securities	In addition to the abovementioned fees, the Company has also issued to the Consultant 200,000 Options exercisable at \$0.30 each on or before 17 February 2024 and otherwise on the terms and conditions set out in Section 10.3 and 200,000 Performance Rights on the terms and conditions set out in Section 10.4.
Termination by Company	The Company may terminate the Consultant's engagement in the following manner: a) summarily without notice if at any time the Consultant is or goes into liquidation or makes a composition or arrangement with creditors generally or takes advantage of any statute for the relief of insolvent debtors; b) summarily without notice if at any time the Consultant or the Nominated Person: (i) commits any serious or persistent breach of any of the provisions contained in the Executive Consultancy Agreement and, if the breach is capable of remedy, is not remedied within 14 days of the receipt of written notice from the Company to the Consultant and/or the Nominated Person to do so; (ii) is convicted of any major criminal offence which brings the Company into lasting disrepute, by giving notice effective immediately and without payment of any fee other than fees that have

Termination by Company
(cont)

(iii) in the reasonable opinion of the Board, is absent in, or
demonstrates incompetence with regard to the performance of
the Nominated Person's duties under the Executive Consultancy
Agreement, provided that the Nominated Person has been
counselled on at least three separate occasions and after each such
occasion has been provided with a reasonable opportunity of at least
a month to remedy the specific matters;
(iv) is guilty of any grave misconduct or wilful neglect in the discharge
of his duties and the breach is not remedied within 28 days of the
receipt of written notice from the Company to the Consultant to do
so;
(v) refuses or neglects to comply with any lawful reasonable direction
or order given to the Nominated Person by the Company which the
Nominated Person, after receipt of prior notice, has failed to rectify to
the reasonable satisfaction of the Company within 21 business days of
receipt of that notice;
(vi) is of unsound mind or under the control of any committee or
officer under any law relating to mental health; or
(vii) breaches the Company's internet policy or email policy or
discloses or communicates price sensitive information; and
c)
without cause by giving the Consultant three (3) months' notice.

Termination by the
Consultant

The Consultant may terminate its engagement if Mr van den Elsen is
terminated as a director of the Company or, otherwise, by providing

three (3) months' written notice to the Company.

9.4.2 Non-executive Director appointments

Matthew Keen and Wilson Escobar Castaneda have entered into appointment letters with the Company to act in the capacity of non-executive Directors. These Directors will receive the remuneration set out in Section 8.2.

9.4.3 Deeds of indemnity, insurance and access

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

ADDITIONAL INFORMATION 10

10.1 Litigation

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

10.2 Rights attaching to Shares

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

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

(a) General meetings

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

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

(b) Voting rights

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

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

(c) Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid or credited as paid is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

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

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement on such terms and conditions as the Directors think fit, (a) a dividend reinvestment plan which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares and (b) a dividend election plan permitting holders of Shares to the extent that the Shares are fully paid, to have the option to elect to forego the right to share in any dividends (whether interim or otherwise) payable in respect of such Shares and to receive instead an issue of Shares credited as fully paid up to the extent as determined by the Directors.

(d) Winding-up

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

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

(e) Shareholder liability

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

(f) Transfer of Shares

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

(g) Variation of rights

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

If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(h) Alteration of Constitution

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

10.3 Terms of Options

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (l), the amount payable upon exercise of each Option will be \$0.30 (Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 pm (AEDT) on 17 February 2024 (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 or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

An optionholder may exercise their Options by lodging with the Company, on or prior to the Expiry Date:

i) in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion;
ii) a written notice of exercise of Options specifying the number of Options being exercised (an Exercise Notice); and
iii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised. Cheques shall be in Australian currency drawn on an Australian branch of an Australian bank made payable to the Company and crossed "Not Negotiable". An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price for the number of Options being exercised in cleared funds.

(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

Within 10 business days after receipt of the Exercise Notice accompanied by the Exercise Price (or if listed at the time, such longer period as the listing rules may allow) or as may be required to complete any legislative or regulatory requirements (including listing rule requirements, if applicable), the Company will issue the number of shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options within 10 business days after the date of issue of those Shares (or such longer period as the Listing Rules may allow) or as may be required to complete any legislative or regulatory requirements.

(j) Reconstruction of capital

If there is any reorganisation of the issued share capital of the Company (including consolidation, subdivision, reduction or return), the number of Options or the exercise price of the Options or both shall, if listed, be varied in accordance with the listing rules applying to a reorganisation of capital at the time of the reorganisation (or if not listed at that time, in the same manner as would apply if the Company were listed on ASX at that time).

(k) 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.

(l) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), no change will be made to the Exercise Price or the underlying number of securities that will be issued.

(m) Adjustment for entitlement issue

If the Company makes an issue of Shares pro rata to existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the Exercise Price of an Option will not be reduced.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws, provided that the Options will cease to be transferrable on the date advised by the Company as being up to 1 month before the proposed lodgement of a prospectus with ASIC in connection with seeking listing (but which will, subject to the aforesaid conditions, again be transferrable upon listing or if the Company has not become listed within 7 months after giving such a notice).

10.4 Terms of Performance Rights

(a) Entitlement

Subject to satisfaction of the Vesting Milestones by the Milestone Deadlines specified below, the Performance Rights entitle the holder to subscribe for one Share upon the exercise of each Performance Right.

(b) Consideration

The Performance Rights were granted to Mr van den Elsen (or his permitted nominee) as an incentive in connection with his role as Executive Chairman of the Company and to align his interests with that of Shareholders. No cash consideration was payable for the issue of the Performance Rights.

(c) Exercise price

The exercise price of each Performance Rights is nil.

(d) Vesting Milestones

The Performance Rights shall be subject to the following Vesting Milestones and shall have the following Milestone Deadlines:

Class	Number	Vesting Milestones	Milestone Deadlines
Class A	66,666	The Class A Performance Rights will vest on the achievement of both of the following milestones within the relevant Milestone Deadlines:	VWAP Milestone 1 - 35 months from the
		a) the Company's volume weighted average share price (VWAP) for a consecutive period of 20 trading days being equal to or greater than \$0.265 (26.5 cents) (VWAP Milestone 1); AND	Admission Date Service Milestone 1 – 12 months from Admission
		b) the Executive completing 12 months continuous service to the Company from the date of admission of the Company's securities to the Australian Stock Exchange (ASX) (Admission Date) (Service Milestone 1).	Date
Class B	66,667	The Class B Performance Rights will vest on the achievement of both of the following milestones within the relevant Milestone Deadlines:	VWAP Milestone 2 - 35 months from the Admission Date
		a) the Company's VWAP for a consecutive period of 20 trading days being equal to or greater than \$0.33 (33 cents) (VWAP Milestone 2); AND	Service Milestone 2 – 24 months from Admission Date
		b) the Executive completing 24 months continuous service to the Company from the Admission Date (Service Milestone 2).
Class C	66,667	The Class C Performance Rights will vest on the achievement of both of the following milestones within the relevant Milestone Deadlines:	VWAP Milestone 3 - 35 months from the Admission Date
		a) the Company's VWAP for a consecutive period of 20 trading days being equal to or greater than \$0.40 (40 cents) (VWAP Milestone 3); AND	Service Milestone 3 – 35 months from Admission Date
		b) the Executive completing 35 months continuous service by the Executive to the Company from the Admission Date (Service Milestone 3).

(e) Vesting Date

Subject to the Board's final discretion, the Performance Rights will vest on the date the two relevant Vesting Milestones relating to that class of Performance Right have been satisfied. The Company will notify the holder in writing when each Vesting Milestone has been satisfied and if a class of Performance Right has vested.

(f) Expiry Date

Each Performance Right will expire on the earlier to occur of:

i) 3 years from the date of admission of the Company's securities to the ASX; and
ii) the Performance Right lapsing and being forfeited on these terms and conditions,

(Expiry Date).

(g) Lapse of a Performance Right

i) If a relevant Vesting Milestone attached to a Performance Right has not been achieved by the relevant Milestone Deadline, the Performance Right will be deemed to have automatically lapsed.
ii) Any Performance Right that has not been converted into a Share prior to the Expiry Date specified in clause 6 will automatically lapse.

(h) Timing of issue of Shares and quotation of Shares on exercise

Within 10 Business Days after the date that Performance Rights are converted, the Company will:

i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;
ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a 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; and
iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the conversion of the Performance Rights.

If a notice delivered under (h)(ii) 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.

(i) Share ranking

All Shares issued upon the conversion of Performance Rights on satisfaction of the applicable Vesting Milestones will upon issue rank pari passu in all respects with other Shares.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Performance Rights and a holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least three business days after the issue is announced. This will give the holder of Performance Rights the opportunity to exercise any vested Performance Rights prior to the date for determining entitlements to participate in any such issue.

(k) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment) no changes will be made to the Performance Rights.

(l) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Performance Rights holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(m) Quotation of Performance Rights

The Performance Rights will be unlisted Performance Rights.

(n) Performance Rights non-transferable

The Performance Rights are non-transferable.

(o) Change of Control

If a Change of Control Event occurs, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Performance Rights will be dealt with, including, without limitation, in a manner that allows the holder of the Performance Rights to participate in and/or benefit from any transaction arising from or in connection with the Change of Control Event.

(p) Dividend and Voting Rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

(q) Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) (General Prohibition) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and
ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (q)(ii) within seven days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

(r) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(s) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up of the Company.

(t) No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

(u) ASX Imposed Escrow

The holder acknowledges that the Performance Rights and or Shares issued on the vesting of Performance Rights may be subject to ASX imposed escrow if the Company is admitted to ASX and the holder agrees to comply with any escrow restrictions imposed by the ASX Listing Rules.

10.5 Additional information regarding Performance Rights issued to Joseph van den Elsen

The Company has issued Mr van den Elsen 200,000 Performance Rights. A summary of the terms and conditions of the Performance Rights are set out in Section 10.4.

The Company considers it necessary and appropriate to remunerate and incentivise the Mr van den Elsen to achieve the applicable performance milestones for the following reasons:

a) the Performance Rights to Mr van den Elsen will further align the interests of Mr van den Elsen with those of Shareholders;
b) the Performance Rights are unlisted, therefore the Performance Rights have no immediate dilutionary impact on Shareholders;
c) the issue of the Performance Rights was a reasonable and appropriate method to provide cost effective remuneration as the non-cash nature of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr van den Elsen; and
d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights on the terms proposed.

The number of Performance Rights issued to Mr van den Elsen was determined by the Board following arm's length negotiations with Mr van den Elsen and having regard to:

a) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;
b) the remuneration of Mr van den Elsen; and
c) incentives to attract and retain the service of Mr van den Elsen, who has the desired knowledge and expertise, while maintaining the Company's cash reserves.

In addition to the above, regard was also had to the principles and guidance articulated in ASX Guidance Note 19 with respect to the issue of performance linked securities.

The Board considers the number of Performance Rights to be appropriate and equitable for the following reasons:

a) the Performance Rights are consistent with ASX's policy regarding the base requirements for performance securities, which are detailed in section 9 of ASX Guidance Note 19;
b) the number of Shares into which the Performance Rights will convert if the milestones are achieved is fixed (one for one) which allows investors and analysts to readily understand and have reasonable certainty as to the impact on the Company's capital structure if the milestones are achieved;
c) there is an appropriate link between the milestones and the purposes for which the Performance Rights are being issued and the conversion milestones are clearly articulated by reference to objective criteria;
d) there is an appropriate link to the benefit of Shareholders and the Company at large through the achievement of the milestones, which have been constructed so that satisfaction of the milestones will be consistent with increases in the value of Company's business;

e) the Performance Rights which are proposed to be issued represent a small proportion of the Company's issued capital upon listing (less than 10% of issued Share capital); and
f) the Performance Rights have an expiry date by which the milestones are to be achieved and, if the milestones are not achieved by that date, the Performance Rights will lapse.

10.6 Employee Securities Incentive Plan

The Company has adopted an Employee Securities Incentive Plan (Plan) to allow eligible participants to be granted Options, Performance Rights and Shares in the Company. The principle terms of the Plan are summarised below:

(a) Eligible Participant

Eligible Participant means a person that:

i) is an 'eligible participant' (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and
ii) has been determined by the Board to be eligible to participate in the Plan from time to time.

(b) Purpose

The purpose of the Plan is to:

i) assist in the reward, retention and motivation of Eligible Participants;
ii) link the reward of Eligible Participants to Shareholder value creation; and
iii) align the interests of Eligible Participants with Shareholders by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

(c) Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

(d) Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(e) Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Eligible Participant that has participated (Participant) the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

(f) Terms of Convertible Securities

Each Option and/or Performance Right (Convertible Security) represents a right to acquire one or more Shares, subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised, a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them. For the avoidance of doubt, a Participant includes any contractor or consultant to the Company.

(g) Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

(h) Exercise of Options and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the Convertible Security exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

(i) Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

(j) Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, acted negligently, acted in contravention of a Company policy or wilfully breached his or her duties to the Company (including but not limited to breaching a material term of an employment, executive services or employment agreement), the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

A Participant may by written notice to the Company voluntarily forfeit their Convertible Securities for no consideration.

(k) Change in control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

(l) Rights attaching to Plan Shares

All Shares issued under the Plan (Plan Shares) issued or transferred to a Participant upon the valid exercise of a Convertible Security will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

(m) Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction. For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

(n) Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company pro rata to Shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

(o) Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

(p) Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(q) Maximum allocation

When relying on the Class Order relief, the Company will not make an invitation under the Plan if the number of Plan Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan, will exceed 5% of the total number of issued Shares at the date of the invitation.

The maximum number of equity securities proposed to be issued under the Plan for the purposes of the ASX Listing Rules is 3,162,501 Shares (representing 10% of the issued Shares on completion of the Offer) (ASX Limit), meaning that the Company may issue up to the ASX Limit under the Plan, without seeking Shareholder approval and without reducing its placement capacity under ASX Listing Rule 7.1.

The ASX Limit is not intended to be a prediction of the actual number of securities to be issued under the Plan, simply a ceiling for the purposes of Listing Rule 7.2 (Exception 13(b)).

(r) Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

10.7 Interests of Directors

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

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

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

(d) as an inducement to become, or to qualify as, a Director; or

(e) for services provided in connection with:

(i) the formation or promotion of the Company; or

(ii) the Offer.

10.8 Interests of Experts and Advisers

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

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

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

d) the formation or promotion of the Company;
e) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

f) the Offer,

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

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

McElroy Bryan Geological Services Pty Ltd has acted as Independent Geologist to the Vetas Project and has prepared the Independent Geologist's Report which is included in Annexure A. The Company has paid McElroy Bryan Geological Services Pty Ltd a total of \$53,925 (excluding GST) for these services. Other than the above fee, during the 24 months preceding lodgement of this Prospectus with the ASIC, McElroy Bryan Geological Services Pty Ltd has not received any fees from the Company.

SRK Consulting Exploration Services Ltd has acted as Independent Geologist to the Santa Rosa Project and has prepared the Independent Geologist's Report which is included in Annexure B. The Company has paid SRK Consulting Exploration Services Ltd a total of \$26,643 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, SRK Consulting Exploration Services Ltd has not received any fees from the Company for other services.

William Buck Audit (Vic) Pty Ltd has acted as auditor to the Company. The Company estimates it will pay William Buck Audit (Vic) Pty Ltd a total of \$5,750 (excluding GST) for audit services. William Buck Audit (Vic) Pty Ltd has also acted as Investigating Accountant and has prepared the Independent Limited Assurance Report which is included in Annexure D. The Company estimates it will pay William Buck Audit (Vic) Pty Ltd a total of \$12,500 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, William Buck Audit (Vic) Pty Ltd has received \$17,000 in fees from the Company for audit services.

CPS Capital Pty Ltd has acted as Lead Manager to the Offer and will receive 6% of the total amount raised under the Prospectus (plus GST) for its services as Lead Manager to the Offer. The Lead Manager will be responsible for paying all capital raising fees that it agrees with any other financial service licensees. Further details in respect to the Lead Manager Mandate are summarised in Section 9.1. During the 24 months preceding lodgement of this Prospectus with the ASIC, CPS Capital Pty Ltd has not received fees from the Company for any other services.

Kaai Capital has acted as Corporate Advisor of the Company in respect of the Offer. Under the Corporate Advisory Mandate, the Company will issue Kaai or its nominees 1,000,000 Shares for these services (conditional on the Company receiving conditional approval to list on ASX). Further details in respect to the Corporate Advisor appointment with Kaai Capital are summarised in Section 9.1.2. During the 24 months preceding lodgement of this Prospectus with the ASIC, Kaai Capital has not received fees from the Company for any other services.

Steinepreis Paganin has acted as the Australian legal advisers to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin \$100,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has not received fees from the Company for any other services.

Baker & McKenzie Colombia has acted as the Colombian legal advisers to the Company in relation to the Offer. The Company estimates it will pay Baker & McKenzie Colombia \$7,414 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Baker & McKenzie Colombia has received \$3,220 in fees from the Company for other services.

10.9 Consents

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

Each of the parties referred to in this Section:

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

McElroy Bryan Geological Services Pty Ltd has given its written consent to being named as Independent Geologist to the Vetas Project in this Prospectus, and to the inclusion of the Independent Geologist's Report in Annexure A in the form and context in which the report is included.

SRK Consulting has given its written consent to being named as Independent Geologist to the Santa Rosa Project in this Prospectus, and to the inclusion of the Independent Geologist's Report in Annexure B in the form and context in which the report is included.

William Buck Audit (Vic) Pty Ltd has given its written consent to being named as auditor of the Company and the Investigating Accountant in this Prospectus and the inclusion of the audited financial information of the Company contained in Section 6 of this Prospectus and the Independent Limited Assurance Report included in Annexure D to this Prospectus in the form and context in which it appears.

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

CPS Capital Pty Ltd has given its written consent to being named as the Lead Manager to the Company in this Prospectus.

Kaai Pty Ltd has given its written consent to being named as the Corporate Advisor to the Company in this Prospectus.

Baker & McKenzie Colombia has given its written consent to being named as the Colombian legal advisers to the Company in this Prospectus.

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

10.10 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately \$580,000 and are expected to be applied towards the items set out in the table below:

Item of Expenditure	Full Subscription(\$)
ASIC fees	3,206
ASX fees	56,500
Lead Manager Fees	300,000
Legal Fees1	107,414
Independent Geologist's Fees	80,568
Investigating Accountant's Fees	12,500
Share Registry Fees	6,500
Miscellaneous	13,312
TOTAL	580,000

Notes

Includes fees payable to the Company's Australian and Colombian legal counsel.
\$135,000 of the expenses of the offer have already been paid.

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

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

Joseph van den Elsen Executive Director For and on behalf of Ronin Resources Ltd

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

\$	means an Australian dollar.
AEST	means Australian Eastern Standard Time as observed in Sydney, New South Wales.
ANM	means the Colombian National Mining Agency.
Application Form	means the application form attached to or accompanying this Prospectus relating to the Offer.
ASIC	means Australian Securities & Investments Commission.
ASX	means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.
ASX Listing Rules	means the official listing rules of ASX.
Board	means the board of Directors as constituted from time to time.
Business Days	means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other eday that ASX declares is not a business day.
CHESS	means the Clearing House Electronic Subregister System operated by ASX Settlement.
Closing Date	means the closing date of the Offer as set out in the indicative timetable in the Key Offer Information Section (subject to the Company reserving the right to extend the Closing Date or close the Offer early).
CMNS	means Cooperativo Minero de Norte de Santander SAS, a wholly owned subsidiary of the Company.
Company or Ronin	means Ronin Resources Ltd (ACN 625 330 878).
Conditions	has the meaning set out in Section 4.6.
Constitution	means the constitution of the Company.
Corporate Advisor or Kaai Capital	means Kaai Pty Ltd trading as Kaai Capital, Corporate Authorised Representative of AFSL 494198.
Corporate Advisory Mandate or Kaai Mandate	means the mandate summarised in Section 9.1.2.
Corporations Act	means the Corporations Act 2001 (Cth).
Directors	means the directors of the Company at the date of this Prospectus.
Exposure Period	means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act.
Full Subscription	means the minimum amount which must be raised under the Offer as set out in Section 4.1 and also equates to the maximum being offered under the Offer.
JORC Code	has the meaning given in the Important Notice Section.

Lead Manager	means CPS Capital Group Pty Ltd (ACN 088 055 636).
Lead Manager Mandate	means the agreement with the Lead Manager summarised in Section 9.1.1.
Minimum Subscription	means the total amount to be raised under the Offer, being \$5,000,000.
Offer	means the offer of Shares pursuant to this Prospectus as set out in Section 4.1.
Official List	means the official list of ASX.
Official Quotation	means official quotation by ASX in accordance with the ASX Listing Rules.
Option	means an option to acquire a Share.
Optionholder	means a holder of an Option.
Performance Right	means a performance right convertible into a Share.
Prospectus	means this prospectus.
Recommendations	has the meaning set out in Section 8.4.
Santa Rosa Report	has the meaning given to that term in Section 5.4, being the report set out in Annexure B.
Santa Rosa Project	means the project summarised in Section 5.4 and further detailed in the Santa Rosa Report.
Section	means a Section of this Prospectus.
Securities	means Shares, Options and Performance Rights.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means a holder of Shares.
Tenements	means the mining tenements (including applications) in which the Company has an interest as set out in Section 5.3 and further described in the Independent Geologist's Reports at Annexure A and Annexure B and the Solicitor's Tenement Report at Annexure C or any one of them as the context requires.
Vetas Project	means the project summarised in section 5.3 and further detailed in the Vetas Report.
Vetas Report	has the meaning given to that term in Section 5.3, being the report set out in Annexure A.
WST	means Western Standard Time as observed in Perth, Western Australia.

McElroy Bryan Geological Services Pty Ltd

Consulting Geologists ABN 52 053 807 926

28 October 2021

Mr Joseph Van Den Elsen Executive Chairman Ronin Resources Ltd Level 21, 459 Collins Street Melbourne, VIC 3000 AUSTRALIA

RE: INDEPENDENT GEOLOGICAL REPORT ON RONIN EXPLORATION PROPERTIES, CATATUMBO, COLOMBIA

Dear Joseph,

This Independent Geological Report has been prepared by McElroy Bryan Geological Services Pty Ltd (MBGS) at the request of Ronin Resources Ltd (Ronin) for inclusion in a prospectus to be lodged by Ronin with ASIC and ASX in respect of its Initial Public Offering (IPO).

The purpose of the report is to provide a geological review of Ronin's main exploration target, the Las Vetas Project, in the region of Catatumbo, Norte de Santander, Colombia. The project is currently divided into two contiguous areas: one mining title and one mining license application. MBGS prepared this report in accordance with the requirements of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code, 2012 Edition) and the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (The VALMIN Code, 2015 Edition).

MBGS has reviewed existing geological and other technical information obtained from sources believed to be reliable but cannot attest to its accuracy or completeness. This report provides a technical appraisal of the geological aspects and an estimate of the coal tonnage that may be present within the Las Vetas project.

MBGS concluded that Ronin's exploration project:

is in the early stages of exploration and is supported by limited data. Exploration Target tonnage ranges were estimated as there is insufficient geological data to support a coal resource estimate.
may have similar coal quality characteristics to coal mines in the region currently extracting the same sequence of coal seams.
is located adjacent to other prospective coal concessions.
requires further exploration and the proposed program is reasonable.

MBGS is entitled to receive a fee for the preparation of this report based on time spent at our normal hourly rates for this type of work. MBGS staff involved in the preparation of this report have no conflict of interest with Ronin.

Yours sincerely,

Kerry Whitby Karol Patino

Managing Director General Manager, Projects

Suite 201 ● 15 Help Street ● CHATSWOOD ● NSW ● 2067 ● (+61 2) 8440 7800 PO Box 34 ● WILLOUGHBY ● NSW ● 2068 ● [email protected] ● www.mbgs.com.au

Ronin Resources Ltd

LAS VETAS COAL PROJECT

Norte de Santander, Colombia

Prepared for:

Ronin Resources Ltd

Prepared by:

McElroy Bryan Geological Services Pty Ltd

October 2021

Suite 201 ● 15 Help Street ● CHATSWOOD ● NSW ● 2067 ● (+61 2) 8440 7800 PO Box 34 ● WILLOUGHBY ● NSW ● 2068 ● [email protected] ● www.mbgs.com.au

EXECUTIVE SUMMARY

Ronin Resources Ltd (Ronin) engaged McElroy Bryan Geological Services Pty Ltd (MBGS) to provide a technical summary of its coal exploration project Las Vetas, located 50 km north of the town of Tibu in the state of Norte de Santander, Colombia.

The project is located in the northern Catatumbo area near the Venezuelan border, south of La Gabarra village. La Gabarra connects with Tibu township by a secondary road (55 km) and then Cucuta (170 km), the capital city of the state. Las Vetas comprises one mining title FI3-152 and one mining application SJU-10121.

The Catatumbo area has been a target for exploration by petroleum companies during the last 30 years in the search for oil and gas. Small underground coal mines, south of the project area are in operation, in the Tibu area. Local coal mining companies have performed surficial geological studies, which have not reached the pre-feasibility stage. Currently, there are numerous concessions for coal, oil and gas in the area.

Las Vetas is located in the Catatumbo Basin where coal seams crop out over a strike length of several hundred kilometres. The coal seams are high volatile bituminous and occur mainly in Los Cuervos Formation and in the transitional contact with the Barco Formation. The coal-bearing sequence is approximately 50 m thick and appears to be made up of 8 -10 coal seams ranging from 0.5 – 4 m thick, with a cumulative thickness of up to 10 m. More drilling is required to achieve a better understanding of the nature and structure of the coal sequence.

An Exploration Target tonnage of 20 Mt - 200 Mt with raw ash typically between 5% and 10% (at approximately 10% total moisture basis) has been estimated for the two Ronin concessions at Las Vetas. Most of the Exploration Target coal is less than 100 m depth.

Depth interval	Concession		Coal Strike area length		Total coal thickness (m)		Raw ash % (ar)		Exploration Target (Mt)
(m)			(km2)	(km)	minimum	maximum	minimum	maximum	minimum	maximum
	Mining title	FI3-152	6	5	1	10	5	10	7	69
<100	Mining title application	SJU-10121	11	5	1	10	5	10	12	120
					Total <100 m				19	189
	Mining title	FI3-152	2	5	1	10	5	10	2	24
100-200	Mining title application	SJU-10121	3	5	1	10	5	10	3	26
	Total 100 - 200 m					5	50
	Exploration Target Total							24	239
	Exploration Target Total (rounded)						20	200

The potential quantity and quality of these Exploration Targets is conceptual in nature as there has been insufficient exploration to estimate a Coal Resource. It is uncertain if further exploration will result in the estimation of a Coal Resource.

Ronin's Las Vetas project:

is supported by limited exploration data field mapping, coal outcrop samples, 2D seismic lines and drill holes in adjacent concessions.
may have similar coal quality characteristics to coal mines in Colombia that extract coal from the Lower Cuervos Formation.
is located in a relatively unexplored region with potential to expand. A rail line to the Caribbean ports is approximately 250 km west of Las Vetas.

consideration and to the activity which he is undertaking to qualify as a Practitioner as defined in the 2015 edition of the 'Australasian Code for the Public Reporting of Technical Assessment and Valuations of Mineral Assets'. Mr Whitby consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

COMPETENT PERSON / SPECIALIST
Name:	Kerry Whitby	Membership AusIMM/AIG:	Fellow AusIMM No 101028; Membership AIG No 2628
Title / Employer:	Managing Director, McElroy Bryan Geological Services	Telephone:	(+61) 2 8440 7800
Qualifications:	B.Sc. UNSW, 1972	Email:	[email protected]
Brief Description of Relevant Experience:	Kerry Whitby has 50 years continuously working in the Australian Coal Industry with more than 20 years' experience in the estimation of Coal Resources for coal projects and coal mines throughout Australia and also in other countries including Colombia, Indonesia, Canada, USA, UK, Mongolia, China, South Africa, Mozambique, Burma and Malaysia.	Signed:	28 October 2021

INDEPENDENCE

MBGS and the authors are independent of Ronin Resources Limited (Ronin) and have no financial interests in Ronin, any associated companies, any joint ventures, or the Las Vetas Project subject of this Independent Geological Report.

MBGS is being remunerated by Ronin for the preparation of this report based on time spent at agreed hourly rates and the payment of these fees is in no way contingent on the contents of this report. The fee paid to MBGS for the preparation of this report was approximately AUD50,000.

	TABLE OF CONTENTS
	EXECUTIVE SUMMARY III
	COMPLIANCE STATEMENT IV

1	INTRODUCTION1
1.1	Project Location 1
1.2	Tenure status 1
2	EXPLORATION AREAS GEOLOGICAL OVERVIEW4
2.1	Stratigraphy4
2.2	Structural geology5
2.3	Coal seams 5
	2.3.1 Coal Quality 6
2.4	Exploration11
	2.4.1 Drill Holes 11
	2.4.2 Field Mapping and coal sampling11
	2.4.3 Seismic surveys13

3 4	POTENTIAL IN SITU COAL TONNAGE AND OTHER CONSIDERATIONS 21 FUTURE WORK AND USE OF PROCEEDS 24
	FIGURES Figure 1.1 Las Vetas tenements 2 Figure 1.2 Location plan3 Figure 2.1 Las Vetas, total moisture - calorific value (daf)6 Figure 2.2 Typical stratigraphy, Las Vetas Project 7 Figure 2.3 Prospect geology 8 Figure 2.4 Geological cross section, A - B9
	Figure 2.5 Geological cross section, C - D 10 Figure 2.6 Total moisture comparison, samples and duplicates12 Figure 2.7 Coal outcrop sampling in creek, sample CAT-18 13 Figure 2.8 Seismic interpretation, CAT-1976-3014 Figure 2.9 Seismic interpretation, CAT-1976-2614 Figure 2.10 Seismic interpretation, CAT-1978-24.5 15 Figure 2.11 Seismic interpretation, CAT-1976-24 15
	Figure 2.12 Exploration data16
	Figure 3.1 Exploration Targets23 Figure 4.1 Proposed exploration25
TABLES

	Table 1.1 Las Vetas tenure status 2 Table 2.1 Total coal thickness in petroleum holes 11
	Table 2.2 Duplicate samples12
	Table 2.3 Seismic lines acquired by Ronin 13
	Table 2.4 Raw proximate analysis - field samples17 Table 3.1 Las Vetas coal project, Exploration Targets 22 Table 4.1 Proposed use of Capital raising proceeds, Las Vetas project 24
	APPENDICES
Appendix A Appendix B	Table 1 JORC Code 2012 Edition 26 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore

km); from Tibu to the west a minor road (Convencion-El Tarra) of approximately 200 km winds through the Eastern Cordillera to the Magdalena River Valley where a main national road and the rail line (La Dorada – Chiriguana) connects to the Caribbean ports.

Coal mines in Cesar owned by Drummond, Prodeco and Murray Energy are about mid-way between Las Vetas prospect and the port. The Cesar mines transport coal approximately 200 km by rail to Puerto Nuevo and Puerto Drummond. In 2018, the rail line connecting central Colombia with the Chiriguana line was rehabilitated and commenced operation, this line covers 520 km from La Dorada (100 km northwest of Bogota).

Las Vetas project could access the La Dorada – Chiriguana rail line at La Gloria, about 90 km south of Chiriguana and approximately 250 km by road from the project area. The rail lines are currently operated by different entities, the La Dorada-Chiriguana line is maintained and operated by Ibines Consorcio and the Chiriguana – Santa Marta line is managed by FENOCO S.A.

1.2 Tenure status

Las Vetas project comprises one mining title (FI3-152) and one mining concession application (SJU-10121) prospective for coal (Table 1.1 and Figure 1.1). Ronin through its subsidiary in Colombia, Cooperativo Minero de Norte de Santander SAS applied for the mining concession in 2017. In April 2019, Ronin's subsidiary signed a transfer and purchase agreement for a mining title, FI3-152. The transfer of the title including rights and obligations derived from the mining title was submitted in July 2019 to the Colombian National Mining Agency (ANM) by Ronin and the transfer process is still in progress. Mining title FI3-152 was initially granted by ANM in 2008 for a period of 30 years to the holders, Jairo Cuellar and Diego Mojica.

In July 2021, Baker & McKenzie provided an updated review of the tenement status held by Ronin's subsidiary in Colombia including an analysis of the rights acquired on the mining title FI3-152. The report stated that an Assignment Agreement was signed on 10 March 2021 where the holders transfer the rights and obligations derived from the mining title to Ronin. The assignment was filed with ANM on 27 July 2021. The assignment or transfer process should be decided by the ANM within 30 days, but Baker & McKenzie expect that the ANM will complete the transfer of the mining title in about two months as the entity usually requests additional information which extends the approval time. The Baker & McKenzie report also concluded that the purchase agreement and the subsequent mining pledge ("Prenda Minera") was duly registered in 2019 and Ronin has prevalent and undisputed rights over the mining title in case of a breach or default by the sellers.

Tenement	Tenement type	Granted / application date	Status	Expiry date	Area (km2 )
FI3-152	Mining title	Granted 2008	Transfer in progress	2038 – option to extend for 30 more years	19.7
SJU-10121	Mining concession application	30 October 2017	Active - pending approval	-	18.2

Table 1.1 Las Vetas tenure status

Figure 1.1 Las Vetas tenements

2 EXPLORATION AREAS GEOLOGICAL OVERVIEW

Las Vetas project is a greenfield coal prospect located in the Eastern Andean Mountains of Colombia (Cordillera Oriental de los Andes). The regional geology is typical of northern Colombia with pre-Cretaceous rocks composed largely of igneous and metamorphic rocks that form the Perija mountain range. Overlying these basement rocks are Cretaceous marine sediments composed largely of limestone, shale and sandstone. Conditions changed as the Andes began uplifting and marine conditions gave way to continental deposition and the subsequent generation of coal. Numerous coal deposits in La Guajira and Cesar in northern Colombia cover a large area formed during the Tertiary period where the most productive coal mines are located including the BHP/Anglo American/Glencore owned Cerrejon mine and the Drummond and Prodeco Cesar mines.

The Las Vetas project is located in the Catatumbo Basin, characterized by Tertiary coal-bearing strata affected by north-south trending faults trends and folds.

2.1 Stratigraphy

The sedimentary strata that occur in the Catatumbo Basin comprises several Cretaceous and Tertiary age formations (Figure 2.2). The Los Cuervos Formation is the main coal-bearing sequence in the region and extends to the Cesar-Rancheria Basin in the northwest where the Cesar mines extract coal from this unit and to the south of Tibu, where small operations mined its coal as well. In the lower topographically lower valleys, the Tertiary formations are overlain by Quaternary sediments of sand, gravel and clay from terrestrial flood plain deposits.

Stratigraphically, the following geological formations have been identified in Las Vetas area:

León Formation: the uppermost formation exposed in the area, is Oligocene in age, is up to 800 m thick and is composed primarily of shale, which in surface exposures, weathers to a reddish clay.
Carbonera Formation: comprises approximately 500 m of interbedded claystone, sandstone and thin coal seams. This formation has not been considered as a potential target; however it could be considered in future exploration programs.
Mirador Formation: consists of fine to coarse grained sandstone, and some bands of laminated claystones. The total thickness is approximately 500 m.
Los Cuervos Formation: the main coal-bearing sequence of the basin, is up to 400 m thick comprising three members: Upper, Middle and Lower. Los Cuervos Formation conformably overlies the Barco Formation and contains claystone, siltstone, sandstone and the coal seams with potential economic interest in the area. The Lower Member crops out in Las Vetas area where its thickness has been estimated to be between 50 m and 80 m with coal seams ranging from 0.5 m to 4 m thick. Thin bands of coal can be found throughout the formation, but the Lower Member is considered to host the main coal seams.
Barco Formation: a sequence of sandstones and claystones between 150 m and 300 m thick, underlies Los Cuervos Formation. The Barco Formation is the lowermost Tertiary unit which has been widely targeted by petroleum companies with productive wells currently in operation in the Catatumbo Basin.

The Catatumbo Basin includes a total of five major coal bearing zones as follows:

The contact between the Barco and Catatumbo formations
Near the base of the Los Cuervos Formation
Near the base of the Carbonera Formation
Near the middle of the Carbonera Formation
Near the top of the Carbonera Formation

Only Los Cuervos Formation has been identified at this stage as the primary coal-bearing target in Las Vetas project. The coal-bearing sequence at the base of the formation is approximately 50 m to 80 m thick and appears to be made up of 8 to 12 coal seams, ranging from 0.5 m - 4 m with a cumulative thickness of up to 10 m. The base of the Cuervos Formation is defined as the lowermost coal seam.

Grab samples from outcrops showed the coal is hard to semi-hard, bright, with conchoidal fractures; indicating a high percentage of vitrinite in the coal. Some of the seams have stone partings of up to 0.1 m thick.

In the absence of adequate drilling information, logging, and sampling, it is difficult at this time to be more definitive about the overall nature of the coal-bearing zone. The seam descriptions are based upon available drilling and trenching data. Most of the seams that crop out were trenched in the banks of creeks.

2.3.1 Coal Quality

Coal quality analyses in the project area are limited to grab and trench samples from outcrops. The results of the analysis have shown some coal with high calorific values (>12,000 Btu/lb, ar basis), low ash values (<5%) and high volatiles, total moisture ranges between 6% and 21% averaging about 12%. The energy (daf) and total moisture correlate well, indicating that most of the samples were probably from fresh coal (Figure 2.1). Although, outcrop samples are not enough to define coal seams the calorific value and moisture appear to indicate that the samples are from different parts of the stratigraphic sequence. The quality results correspond to high volatile bituminous thermal coal.

Coal quality results are based on outcrop samples, which can be affected by weathering processes.

2.4 Exploration

Exploration in Las Vetas project is limited to surface mapping and outcrop sampling. The Catatumbo area has been explored by the oil industry for the past decades but exploration for coal is relatively low with sparse distribution of data across the area (Figure 2.12). Small scale coal mining in the area (near Tibu township) used in the brick industry has been documented since the 1900s, but production is quite low (<10,000 tons/year). Most of the mines in the area are underground bord and pillar operations.

2.4.1 Drill Holes

Approximately 7 km north of Las Vetas, in some of the adjacent concessions, there are 11 shallow drill holes targeting coal. The placement of these drill holes does not provide enough information to define coal seam variability or continuity, because the holes were drilled along the outcrops so do not provide sufficient information down-dip. There are another six deep oil wells 9 km to the east and 14 oil wells 7 km to the north of the project area. These holes were geophysically logged with some downhole tools (resistivity, SP), from which the coal seams can be identified, and the coal thickness can be determined.

Table 2.1 shows the coal intersections in the holes drilled for oil where Los Cuervos Formation was intersected, tabulated with total coal and stratigraphic thicknesses in each hole.

Drill hole ID	Cumulative coal thickness (m)	Los Cuervos Formation (m)
PBARCO-1K	2.8	>36
PBARCO-2K	8.2	82
PBARCO-3K	2.4	>5
PC-11	5.8	75
PC-13	7.1	60
PC-2	7.8	79
PC-5	8.3	62
PC-9	10.3	78
RORO-18K	5.8	75
RORO-21K	8.5	30
RORO-22K	7.9	65
RORO-3K	9.4	75
RORO-5	8.5	65
P2-15	4.5	>37
P2-2	7.4	>36
P2-5	8.2	>35
P3-11	3.3	uncertain
P3-7	7.7	>56.7
Average	7	56

Table 2.1 Total coal thickness in petroleum holes

2.4.2 Field Mapping and coal sampling

The field mapping activities by the Ronin's geologists were designed around a photo geological map (1:25,000 scale) produced by the former Colombian Institute of Geology and Mining (INGEOMINAS) now the Colombian Geological Service (SGC). The surface mapping focused on the mining application - SJU-10121 and the northern boundary of the mining title – FI3-152, additional work is required to complete the review in the southern area.

Coal intersections with a thickness of more than 0.4 m were sampled. Each coal interval was sampled from roof to floor, with only a single sample collected. Coal intersections with a thickness less than 0.4 m were not sampled. Roof and floor samples of 0.2 m thick on each side of the coal sample were collected from the rock material. Efforts were made to sample the coal as fresh as possible, avoiding the oxidised coal outcrops where possible (Figure 2.7).

Las Vetas Coal Project, October 2021 Page 11

Ronin Resources Ltd Prospectus 117

Over a three month period, a total of 131 field locations were identified (lithology, dip and strike) and 117 samples collected, with 93 sent for analysis. These samples included eight duplicates (Table 2.2) for quality control and assurance (QAQC). Total moisture, ash and calorific value were plotted to identify any differences between the samples (Figure 2.6).

			Table 2.2 Duplicate samples
--	--	--	-----------------------------

No.	Sample ID	Duplicate ID
1	CAT-18	GAB-05
2	CAT-19	GAB-06
3	CAT-20	GAB-07A
4	CAT-21	GAB-07B
5	CAT-22	GAB-07C
6	CAT-25	GAB-08B
7	CAT-28	GAB-010B
8	CAT-35	GAB-013B

The graphs showed differences for three samples and its duplicates (No. 6, 7 and 8). It is expected to have differences as these samples are from outcrops and storage from sampling and analysis will need to be improved for future exploration programs.

The 93 samples were sent for analysis to SGS laboratories in Cucuta or Barranquilla - 86 samples were sent to Cucuta and seven to SGS in Barranquilla. Samples were analysed for proximates (moisture, ash, volatile matter), sulphur and calorific value, all results were reported on as received basis and dry basis (Table 2.4). Density was not estimated, and results were not provided at air dried basis. Four samples included ultimate analysis and ash chemistry.

Coal sampling was undertaken by shallow trenching, the sample was taken when an excavation of approximately 15 cm was achieved. Coal was sampled from the outcrop across the true thickness of the seam and a 1 kg sample was separated for analysis. In some instances a second sample was reserved for duplicates. The samples were wrapped in double plastic bags and labelled but were not placed in cold storage to retard oxidation.

Figure 2.7 Coal outcrop sampling in creek, sample CAT-18

2.4.3 Seismic surveys

Ecopetrol (Colombian petroleum agency) carried out 2D seismic surveys in the Catatumbo region in the 1970s and 1980s for oil exploration (Figure 2.12). The data was reprocessed in 2007 by WesternGeco, in order to get better definition of the rock reflectors and faulting and also to improve the structural interpretation of the prospect from a regional perspective. Ronin acquired seven seismic lines, three crossed its tenements, three are the continuation to the west and one is to the north where an oil well is located to get a broader understanding of the prospect. In 2019, Ronin engaged a geophysicist to carry out an interpretation on three seismic lines and another line was interpreted by Ronin's geologist (Table 2.3).

Table 2.3 Seismic lines acquired by Ronin

Seismic line ID	Acquisition year	Acquisition name	Interpreted by
(CAT-1976-26	1976	Alamo - Catatumbo	Ronin geologist
CAT-1976-24	1976	Alamo - Catatumbo	Independent geophysicist
CAT-1976- 30	1976	unknown	Independent geophysicist
CAT-1978-24.5	1978	Catatumbo	Independent geophysicist
CAT-1987-1200	1987	Alamo - Catatumbo	Not interpreted yet
CAT-1987-1275	1987	Alamo - Catatumbo	Not interpreted yet
CAT-1987-1245	1987	Alamo - Catatumbo	Not interpreted yet

The seismic data and interpretation have guided the structural interpretation of the prospect where possible but there are some discrepancies between the surface mapping and the seismic interpretation. Although both surface mapping and seismic surveys are important to build the geological interpretation and understanding of the prospect, these techniques have limitations and provide indications only of geometry and coal occurrences and can be useful in support planning of exploration programs. Drill hole data is essential to refine, identify and confirm the project geology.

2.4.3.1 Seismic interpretation

The seismic interpretation was carried out throughout the area on east- west oriented lines from north to south. Interpretation of these seismic lines validated the knowledge from regional geology, provided target areas for future exploration and supported the exploration target areas. Figures 2.8 – 2.11 showed the interpretations with vertical scale exaggeration, images are not depth converted, so are presented in

title, showing a similar geometry to the other lines in the north with strata uplifting in the west. This interpretation does not have any control for the reflectors and the location of the Los Cuervos Formation does not agree with the understanding of the prospect and regional geology (Figure 2.11). Los Cuervos Formation could be closer to the surface in the western uplift block, as indicated in the northern lines.

Figure 2.11 Seismic interpretation, CAT-1976-24

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Table 2.4 Raw proximate analysis - field samples

as received 40.4 34.0 38.5 38.2 32.2 39.4 30.8 43.3 39.6 40.5 38.6 40.8 39.0 38.7 38.1 40.1 20.6 28.6 dry 7.6 1.8 3.2 1.6 4.4 2.3 1.7 2.5 2.5 6.4 7.6 5.1 6.1 3.1 as received 17.9 25.3 6.7 4.3 1.6 2.7 1.4 4.0 1.4 2.2 2.2 5.5 2.8 5.9 6.7 2.1 Total moisture % 11.9 12.8 15.9 12.9 16.3 13.2 11.6 11.3 14.7 11.6 11.5 12.1 9.7 9.7 8.7 7.9	45.9 39.0 45.8 43.8 38.5 45.3 34.8 47.9 44.6 47.4 43.7 43.3 42.7 43.5 43.7 43.2 41.9 38.8 dry 45.1	as received 46.5 40.4 49.2 54.4 58.3 36.6 50.9 53.9 47.7 48.8 49.5 43.2 47.5 53.1 43.1 47.1 46.1	as received 52.8 46.4 58.4 62.4 69.6 41.3 47.7 59.7 60.9 54.3 54.0 54.2 48.8 dry 61.1 53.1 50.1	3.85 1.19 0.86 0.46 0.40 3.49 0.77 0.50 0.60 0.74 0.65 0.52 0.51 0.41 0.51 dry 3.39 1.04 0.72 0.45 0.39 0.34 3.08 0.70 0.44 0.52 0.37 0.65 0.59 0.47 0.47	as received 11,220 11,276 12,178 11,164 11,799 12,369 12,200 11,243 11,962 11,916 12,010 12,103 9,593 8,728	12,733 11,002 13,978 13,345 13,585 13,698 13,746 13,180 13,536 13,549 13,294 13,249 13,236 13,401 9,869 dry	CSN 1.5 1.5 1.5 0.5 0.5 1.5 0.5 1.5 0 - - - 1 1 1















					12,187
				0.98 0.87	10,961	12,380	0
38.9 4.2 3.8 9.8			52.7	2.49 2.24	11,842	13,128	1.5
37.6 2.6 2.3 10.2		49.9	55.5	0.65 0.59	12,086	13,456	1
34.7 11.0 9.8 10.6		44.9	50.2	1.49 1.33	11,178	12,498	0
37.5 4.5 3.9 14.3	43.7	44.3	51.8	1.87 1.60	10,896	12,720	0
35.9 2.4 2.0 17.8	43.7	44.3	53.9	0.55 0.45	10,258	12,486	0
38.9 1.4 1.3 12.2	44.3	47.6	54.2	0.49 0.43	12,074	13,751	1
39.9 2.2 1.9 12.5	45.6	45.7	52.2	0.82 0.72	12,004	13,715	1
37.8 7.9 6.8 13.4	43.7	41.9	48.4	3.17 2.74	10,974	12,675	1
42.5 3.7 3.3 9.9	47.1	44.4	49.2	0.69 0.62	12,234	13,573	1
36.0 2.6 2.3 13.6	41.7	48.2	55.7	0.56 0.48	11,178	12,931	0
Las Vetas Coal Project, October 2021							Page 17

Total moisture %	Ash %		Volatile	matter %		Fixed carbon %		Sulphur %	Calorific value (Btu/lb)		CSN
	as received	dry	as received	dry	as received	dry	as received	dry	as received	dry
9.0	6.4	7.1	40.4	44.4	44.2	48.6	1.21	1.33	11,709	12,870	1
9.5	3.8	4.2	40.3	44.6	46.3	51.2	0.72	0.79	12,227	13,517	1
15.7	1.0	1.2	34.4	40.8	48.9	58.0	0.38	0.45	10,885	12,913	0
8.4	22.1	24.1	35.2	38.4	34.4	37.5	1.57	1.71	9,648	10,529	0
8.6	3.4	3.7	46.4	50.8	41.6	45.5	0.78	0.85	12,599	13,778	-
11.5	1.4	1.6	39.5	44.6	47.6	53.8	0.45	0.50	11,628	13,141	0.5
9.2	9.4	10.4	34.7	38.2	46.7	51.4	0.55	0.61	11,290	12,440	0.5
12.8	4.6	5.3	37.9	43.5	44.7	51.2	0.67	0.77	10,942	12,544	0
14.8	1.6	1.9	37.2	43.6	46.5	54.5	0.37	0.44	11,160	13,091	0
7.5	10.5	11.3	40.0	43.2	42.1	45.5	0.81	0.87	11,503	12,429	1
8.1	6.2	6.7	42.1	45.8	43.7	47.5	3.73	4.06	12,055	13,113	2
7.2	7.9	8.5	42.5	45.8	42.4	45.7	4.40	4.75	12,089	13,031	1
8.8	8.0	8.8	41.5	45.5	41.7	45.7	1.83	2.01	11,600	12,725	1
9.6	11.3	12.5	39.1	43.2	40.1	44.3	4.07	4.50	11,062	12,235	1
10.1	10.1	11.2	39.2	43.6	40.7	45.2	4.62	5.14	11,267	12,529	1
14.1	2.1	2.4	35.4	41.2	48.4	56.4	0.47	0.54	11,171	13,009	0
13.3	1.2	1.3	35.5	41.0	50.0	57.7	0.37	0.43	12,035	13,887	0.5
13.2	2.1	2.4	34.4	39.6	50.4	58.1	0.37	0.42	12,019	13,847	0.5
17.0	2.0	2.4	33.2	40.0	47.8	57.6	0.42	0.51	10,469	12,610	0
13.3	3.1	3.6	35.3	40.7	48.3	55.7	0.69	0.80	11,097	12,802	0
21.0	22.4	28.4	25.2	31.9	31.4	39.7	0.31	0.39	7,336	9,285	0
20.3	2.5	3.1	34.5	43.3	42.8	53.6	0.67	0.84	9,311	11,681	0
13.2	3.4	4.0	37.0	42.6	46.4	53.5	0.80	0.92	11,389	13,116	0.5
11.6	1.9	2.1	37.7	42.6	48.8	55.3	0.63	0.71	12,170	13,772	0.5
8.7	7.6	8.3	42.9	47.0	40.8	44.7	1.33	1.46	11,903	13,043	1
15.6	2.4	2.8	37.5	44.4	44.6	52.8	0.59	0.70	11,261	13,339	1
10.3	6.9	7.7	40.3	44.8	42.6	47.4	2.80	3.12	11,480	12,791	1.5

	CSN	0	0	1	0	1	0.5	0	0	1	0	1.5	1.5	1	0.5	-	0	1.5	0.5	0.5	1.5	1	1	-	1.5	1.5	0.5	0.5	Page 19
	dry	11,080	13,219	13,810	11,408	12,254	13,221	12,770	13,040	13,475	12,071	13,774	13,455	12,123	10,087	13,677	12,599	13,425	13,417	10,677	13,722	12,822	13,309	12,955	12,997	13,506	12,992	13,050
Calorific value (Btu/lb)	as received	9,396	11,317	12,364	9,754	11,032	11,555	10,954	11,222	12,317	9,511	12,086	11,749	10,808	9,008	12,818	10,259	11,804	11,672	9,453	12,065	11,204	11,772	10,537	11,533	11,959	11,813	10,682
	dry	3.99	0.43	0.46	1.79	4.69	0.48	0.51	0.46	0.77	0.89	0.57	0.48	3.87	1.36	1.76	0.54	2.42	0.67	0.54	0.59	4.22	3.10	0.56	8.27	0.94	1.11	1.26
Sulphur %	as received	3.38	0.36	0.41	1.53	4.22	0.42	0.44	0.40	0.70	0.70	0.50	0.42	3.45	1.22	1.65	0.44	2.13	0.59	0.48	0.51	3.69	2.74	0.45	7.34	0.83	1.00	1.03
	dry	43.5	53.8	52.9	43.0	44.3	54.2	52.3	54.5	51.0	46.0	55.8	53.2	45.7	34.9	48.7	57.8	50.4	51.8	41.0	55.5	49.6	56.1	56.3	38.0	52.5	51.9	55.2
Fixed carbon %	as received	36.9	46.1	47.4	36.8	39.9	47.4	44.9	46.9	46.6	36.3	49.0	46.5	40.8	31.1	45.7	47.0	44.3	45.0	36.3	48.8	43.3	49.6	45.8	33.8	46.5	47.2	45.2
matter %	dry	41.0	44.7	45.9	43.7	43.7	43.2	44.9	44.2	44.8	50.7	42.7	43.5	43.5	39.4	45.4	40.2	45.0	45.0	36.4	42.8	43.3	38.9	42.2	38.8	43.4	40.5	40.5
Volatile	as received	34.8	38.3	41.1	37.3	39.3	37.7	38.5	38.0	41.0	39.9	37.4	38.0	38.8	35.2	42.6	32.7	39.5	39.1	32.2	37.6	37.9	34.4	34.3	34.4	38.4	36.8	33.1
	dry	15.4	1.5	1.2	13.3	11.9	2.6	2.8	1.3	4.2	3.3	1.5	3.3	10.8	25.7	5.8	2.0	4.6	3.3	22.5	1.7	7.1	5.0	1.6	23.1	4.1	7.7	4.3
Ash %	as received	13.1	1.3	1.1	11.4	10.8	2.3	2.4	1.2	3.8	2.6	1.3	2.9	9.6	23.0	5.5	1.7	4.0	2.9	20.0	1.5	6.2	4.5	1.3	20.6	3.6	7.0	3.5
	Total moisture %	15.2	14.4	10.5	14.5	10.0	12.6	14.2	14.0	8.6	21.2	12.3	12.7	10.9	10.7	6.3	18.6	12.1	13.0	11.5	12.1	12.6	11.6	18.7	11.3	11.5	9.1	18.2
	Concession	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	SJU-10121	Las Vetas Coal Project, October 2021
	Sample ID	Cat-52	Cat-53	Cat-54	Cat-55	Cat-56	Cat-57	Cat-58	Cat-59	Cat-60	Cat-61	Cat-62	Cat-63	Cat-64	Cat-68	Cat-7	Cat-73	Cat-74	Cat-75	Cat-76	Cat-77	Cat-78	Cat-79	Cat-8	Cat-80	Cat-81	Cat-82	Cat-83

/FABS
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			Ash %		Volatile	matter %	Fixed carbon %		Sulphur %		Calorific value (Btu/lb)
Sample ID	Concession	Total moisture %	as received	dry	as received	dry	as received	dry	as received	dry	as received	dry	CSN
Cat-84	SJU-10121	11.9	1.3	1.4	37.3	42.3	49.6	56.2	0.53	0.60	12,144	13,786	0.5
Cat-85	SJU-10121	13.6	5.5	6.4	37.7	43.7	43.1	49.9	3.42	3.96	11,298	13,080	0.5
Cat-86	SJU-10121	9.7	8.3	9.2	38.6	42.7	43.5	48.1	4.05	4.48	11,508	12,739	1
Cat-87	SJU-10121	8.3	5.0	5.5	40.3	44.0	46.4	50.6	0.62	0.68	12,684	13,837	1
Cat-9	SJU-10121	16.0	3.5	4.2	35.2	42.0	45.2	53.9	0.64	0.76	10,561	12,577	-
GAB-05	SJU-10121	10.6	9.2	10.3	34.9	39.0	45.3	50.7	0.94	1.06	11,125	12,445	1
GAB-06	SJU-10121	13.3	3.7	4.3	37.3	43.0	45.7	52.8	1.24	1.42	11,134	12,841	0
GAB-07 A	SJU-10121	17.8	1.9	2.3	34.9	42.4	45.5	55.3	0.46	0.56	10,237	12,453	0
GAB-07 B	SJU-10121	11.6	1.3	1.5	39.5	44.7	47.5	53.8	0.45	0.51	12,247	13,859	1.5
GAB-07 C	SJU-10121	12.1	1.9	2.2	40.5	46.1	45.5	51.8	0.73	0.83	11,873	13,512	1
GAB-08 B	SJU-10121	11.2	1.6	1.8	38.9	43.8	48.4	54.4	0.46	0.52	11,970	13,477	0
GAB-10 B	SJU-10121	14.4	1.5	1.8	34.3	40.1	49.8	58.2	0.43	0.50	11,136	13,008	0
GAB-13 B	SJU-10121	7.4	5.5	5.9	42.9	46.3	44.3	47.8	3.91	4.23	12,207	13,182	2.5
	Median	12.1	3.5	4.1	38.0	43.5	45.8	52.6	0.7	0.8	11434.5	13046.5	0.5

3 POTENTIAL IN SITU COAL TONNAGE AND OTHER CONSIDERATIONS

All available data was used to interpret the location of the coal-bearing formation: regional maps, surface geological mapping, coal outcrop mapping, seismic survey lines, exploration holes drilled to the north and east of the Ronin tenures for oil and coal in concessions held by other companies. The holes drilled for oil were reviewed and coal seams and their thicknesses identified: typical cumulative coal thickness of the numerous coal seams in some of these holes was commonly between 7 m and 10 m. Sampling of the coal outcrops in the area provided coal quality data, mapping of the numerous coal seam occurrences down dip and along strike indicate possible areal extent of the target and the seismic surveys were used to interpret the broad structure and dip of the strata.

Exploration Targets were estimated by MBGS using the supplied data by Ronin to model the geological formations in Minex software (version 6.5.6).

The assumptions used for the geological model and the Exploration Target estimates include:

Topography was modelled from the IGAC (Geographic Institute Agustin Codazzi, Colombia) cartography 1:25,000 scale.
A 10 m default value for base of weathering was used in absence of actual data to limit the coal volume estimations.
Default density of 1.3 g/cc was applied to the coal volume to obtain the Exploration Target coal tonnage estimates due to lack of site specific data. Some operating mines in the area report a density of 1.25 g/cc, however bituminous coal usually has densities between 1.30 – 1.35 g/cc depending on the ash content. For this estimate where the ash content of the coal is not accurately known, a coal density of 1.3 g/cc is considered reasonable.
The coal-bearing Lower Member sequence of the Los Cuervos Formation was assumed to be 50 m thick, based on the typical thickness in the petroleum drill holes available (Table 2.1). The volume of this unit was estimated in Minex in depth intervals (<100 m, 100 – 200 m) from topography and limited to:
o the Ronin tenement boundaries projected vertically to 200 m below the topographic surface,
o the base of weathering surface,
The total coal tonnage within the coal-bearing sequence was estimated as a percentage of coal based on the cumulative thicknesses of coal in each petroleum drill hole data and the coal outcrop thickness measurements.
o A minimum cumulative coal thickness of 1 m was used typical thickness of coal outcrops in Ronin tenements.
o The maximum cumulative coal thickness of 10 m was used, based on coal seams in the petroleum holes.
o If the thickness of the coal-bearing Cuervos Lower Member is assumed to be approximately 50 m, the 1 m minimum coal thickness will represent 2% of the Cuervos volume and the maximum 10 m coal thickness will represent 20%.

Coal quality analyses in the project area are limited to grab and trench samples from outcrops. These analyses have been used as an indicative guide to the coal characteristics (Figure 3.1). The results of these field sample analyses are not considered accurate as the coal sampled may be oxidised. The raw quality results are indicative of high volatile bituminous thermal coal with total moisture ranging between 6% and 20% but typically 12% (Table 2.4).

Ronin's Las Vetas project

is supported by limited exploration data field mapping, coal outcrop samples, 2D seismic lines and drill holes in adjacent concessions.
may have similar coal quality characteristics to coal mines in Colombia that extract coal from the Lower Cuervos Formation.
is located in a relatively unexplored region with potential to expand. A rail line to the Caribbean ports is approximately 250 km west of Las Vetas.

4 FUTURE WORK AND USE OF PROCEEDS

Ronin contemplates a project expenditure of AUD 2.5 million for Las Vetas project over two years, assuming a minimum of AUD 5 million is raised under the Equity Offer. It is expected that approximately AUD 1 million would be spent during the first year and the balance in the second year. The funds will be spent on surface mapping, exploration drilling and concept mining assessments to comply with Colombian mining title requirements and to advance the project. Table 4.1 shows the indicative expenditure from the funds raised under the Equity Offer for the 24 months following completion of the acquisition. MBGS understands that Ronin holds all necessary licences and approvals required to complete the proposed work program.

Further exploration is planned to address geological uncertainty, the programme comprises surface mapping south of the SJU-10121 concession (within FI3-152) to determine location of coal outcrops that may be indicative of the Los Cuervos coal-bearing sequence before any planned drilling is finalised. Exploration drilling is recommended to follow a grid defined by the orientation of the existing seismic lines; this strategy would provide several benefits:

provide data to identify reflectors in the seismic, and therefore enhance the current seismic interpretation,
gain geological knowledge without constraints on current interpretation
extend geological interpretation to the tenement boundaries

Drilling is recommended in two stages, the first stage to commence on sites located near coal outcrops on a 2 km spacing, to assess validity of seam intersections and coal quality data. Depending on results of Stage 1, the second stage would infill those parts of the 1 km grid that indicated the presence of Cuervos coal seams (Figure 4.1).

The preferred target depth of each hole would be the boundary between the Los Cuervos Formation and the top of Barco Formation or a maximum depth of 300 m if the drill target is not reached. Detailed coal quality analysis of core samples utilising modern sampling procedures is necessary to assess coal type, commercial washability properties and potential products.

Once the drilling program is completed the 2D seismic data should be reprocessed and re-interpreted in the light of the new drilling to better understand the prospect geometry and to assist in the planning of future exploration programs.

MBGS believes the proposed expenditure and exploration programme for this stage of the project is both appropriate and reasonable.

Item		Estimated expenditure (AUD)
	Year 1	Year 2	Total
Land taxes	\$ 25,000	\$ 25,000	\$ 50,000
Community & Social programs	\$ 25,000	\$ 25,000	\$ 50,000
Environmental assessment	\$ -	\$ 25,000	\$ 25,000
Data acquisition (drilling, logging etc)	\$ 750,000	\$ 1,325,000	\$ 2,075,000
Geochemistry (sample and analysis)	\$ 25,000	\$ 25,000	\$ 50,000
External consultants support	\$ 50,000	\$ 50,000	\$ 100,000
Country owners costs	\$ 50,000	\$ 100,000	\$ 150,000
Total	\$ 925,000	\$ 1,575,000	\$ 2,500,000

Table 4.1 Proposed use of Capital raising proceeds, Las Vetas project

A Appendix	Code 201 C R O Table 1 J	2 Edition
		SECTION 1. SAMPLING TECHNIQUES AND DATA
CRITERIA	EXPLANATION	COMMENTS
TECHNIQUES SAMPLING	gold that has inherent sampling problems. warrant disclosure of detailed information. standard' work has been done this would should not be taken as limiting the broad circulation drilling was used to obtain 1m to produce a 30 g charge for fire assay'). samples from which 3 kg was pulverised XRF instruments, etc). These examples In other cases more explanation may be Public Report. In cases where 'industry down hole gamma sondes, or handheld required, such as where there is coarse Nature and quality of sampling (e.g. cut Include reference to measures taken to Unusual commodities or mineralisation measurement tools appropriate to the minerals under investigation, such as mineralisation that are Material to the ensure sample representivity and the measurement tools or systems used. types (e.g. submarine nodules) may channels, random chips, or specific be relatively simple (e.g. 'reverse Aspects of the determination of specialised industry standard appropriate calibration of any meaning of sampling. • • •	15 cm was achieved. Coal was removed across the outcrop over the whole true thickness of the seam and a 1 kg sample was selected for analysis. In some instances, a second sample was reserved for duplicates. The samples Coal sampling was undertaken by shallow trenching, the sample was taken when an excavation of approximately Coal intersections with a thickness >0.4 m were sampled. Each coal interval was sampled from roof to floor, with samples each 0.2 m thick, were collected from the rock material adjacent to the coal seam. Efforts were made to has obtained and used this information for interpretation of this prospect from a regional perspective. There are 5 The Las Vetas project area has been the target of a number of seismic surveys by the oil industry. Ronin Mining were wrapped in double plastic bags and labelled. The samples were not stored in fridge to retard oxidation. only a single sample collected. Coal intersections with a thickness <0.4 m were not sampled. Roof and floor laboratories in Cucuta or Barranquilla - 86 samples were sent to Cucuta and seven to SGS in Barranquilla. A total of 131 outcrops were mapped and 117 coal samples collected, 93 of which were sent to the SGS A field mapping program was conducted based on a geological map of 1:25 000 Scale. sample the freshest, least oxidised coal outcrops possible. seismic lines, in E-W direction, within the project area.
TECHNIQUES DRILLING	type, whether core is oriented and if so, by open-hole hammer, rotary air blast, auger, diameter, triple or standard tube, depth of Bangka, sonic etc) and details (e.g. core diamond tails, face-sampling bit or other Drill type (e.g. core, reverse circulation, what method, etc). •	There are no drill holes in the Las Vetas project area. In nearby concessions, to the north and east, there are 20 oil wells and 11 shallow coal exploration drill holes. No information available regarding drill type. All holes were drilled vertical.
RECOVERY SAMPLE DRILL	Method of recording and assessing core and chip sample recoveries and results assessed. •	No drill holes in the project area and no core or chip samples on record. No information available regarding core and chip samples from the drill campaigns in other North Catatumbo concessions.

				Page 27
	Chip samples in oil wells (mud logging) likely described on a meter by meter basis. The target of these drill holes Geophysical logs exist in the oil wells to the north and south but the lithologies in these have not been validated, only the coal seam and their thicknesses has been reviewed. was not the coal bearing Los Cuervos Formation.	Outcrop samples where coal seam thickness >0.4 m. Each interval was sampled from roof to floor, with only a single sample collected (i.e. no sub-samples). These sample were all oxidized to certain degrees. Samples collected were packed within two plastic bag and tagged with field labels. Efforts were made to sample the freshest, least oxidised coal outcrops possible. No samples collected from drill holes.	Geophysical logs exist in oil wells, but the calibration factors and other quality control parameters cannot be Outcrop samples were tested at SGS in Cucuta and Barranquilla, Colombia to international standards. confirmed
due to preferential loss/gain of fine/coarse whether sample bias may have occurred Whether a relationship exists between sample recovery and coal quality and Measures taken to maximise sample recovery and ensure representative nature of the samples. material. • •	quantitative in nature. Core (or costean, mining studies and metallurgical studies. appropriate Coal Resource estimation, The total length and percentage of the Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support Whether logging is qualitative or relevant intersections logged. channel, etc) photography. • • •	Quality control procedures adopted for all If non-core whether riffled, tube sampled, rotary split, etc and whether sampled wet If core, whether cut or sawn and whether Whether sample sizes are appropriate to material collected, including for instance For all sample types, the nature, quality sampling is representative of the in situ results for field duplicate/second-half and appropriateness of the sample the grain size of the material being Measures taken to ensure that the sub-sampling stages to maximise quarter, half or all core taken. representivity of samples. preparation technique. sampling. sampled. or dry. • • • • • •	The nature, quality and appropriateness of the assaying and laboratory procedures analysis including instrument make and For geophysical tools, spectrometers, parameters used in determining the handheld XRF instruments, etc, the used and whether the technique is considered partial or total. • •
	LOGGING	SUB-SAMPLING PREPARATION TECHNIQUES AND SAMPLE	LABORATORY ASSAY DATA QUALITY OF TESTS AND	Las Vetas Coal Project, October 2021

• • • • • • • • • • • • • TO GEOLOGICAL AND ASSAYING ORIENTATION DISTRIBUTION VERIFICATION OF SAMPLING STRUCTURE RELATION LOCATION OF DATA IN SPACING OF DATA POINTS DATA AND	Coal Reserve estimation procedure(s) and Documentation of primary data, data entry procedures, data verification, data storage The verification of significant intersections Whether the data spacing and distribution model, reading times, calibrations factors Data spacing for reporting of Exploration accuracy (i.e. lack of bias) and precision structures and the extent to which this is Accuracy and quality of surveys used to achieves unbiased sampling of possible Whether sample compositing has been duplicates, external laboratory checks) surveys), trenches, mine workings and mineralised structures is considered to locate drill holes (collar and down-hole appropriate for the Coal Resource and other locations used in Coal Resource Discuss any adjustment to assay data. Specification of the grid system used. If the relationship between the drilling is sufficient to establish the degree of Quality and adequacy of topographic geological and coal quality continuity known, considering the deposit type. orientation and the orientation of key Nature of quality control procedures Whether the orientation of sampling by either independent or alternative (physical and electronic) protocols. and whether acceptable levels of adopted (e.g. standards, blanks, applied and their derivation, etc. The use of twinned holes. have been established). classification applied. company personnel. estimation. Results. applied. control.	Data spacing and distribution is not sufficient to establish geological confidence for a resource estimation because the data is limited to surface samples only. Historical mapping and small scale exploration/mining projects exist to No information available for how the oil wells and coal drill holes in the neighbouring concessions were surveyed. the south of Las Vetas to indicate a possible continuation of the coal sequence through the southern part of the No drill holes in target area. Field sample orientation not taken into consideration when calculating exploration Sample bias is uncertain due to the existing exploration distribution which is mainly limited to surface outcrops A small number of exploration drill holes are located to the north and east of Las Vetas and these confirm the presence of multiple coal seams. These would indicate the near-surface coal seams at Las Vetas continue at With no drill holes in the project area there has been no opportunity to verify coal intersections. High resolution satellite images and a 10x10 meter digital elevation model is available. Field-mapping stations and outcrop samples were surveyed with a handheld GPS. Data entry in excel is stored in Dropbox and hard drive on location in Colombia. The surface coal samples cover an area of 6km (N-S) by 5km (E-W). Coordinate system used is Magna-Sirgas origin Bogota. No adjustments were made to coal quality data. No sample compositing has been applied. along the strike of the coal-bearing strata. depth towards the east. No twinned drill holes. target tonnage. project.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

	Page 29
undertaken due to limited information but future exploration could provide enough comparative data to enable Cross sections were created using the available data. No audits on the sampling techniques have been All data is stored in electronic format – Dropbox and an external hard drive located in Colombia. auditing of historical data.
The measures taken to ensure sample The results of any audits or reviews of should be assessed and reported if sampling techniques and data. material. security • •
AUDITS OR REVIEWS SAMPLE/DATA Y SECURIT	Las Vetas Coal Project, October 2021

			SECTION 2.		REPORTING OF EXPLORATION RESULTS
CRITERIA		EXPLANATION				COMMENTS
	•	ventures, partnerships, overriding location and ownership including Type, reference name/number, agreements or material issues with third parties such as joint			2008 for a period of 30 years to the holders, Jairo Cuellar and Diego Mojica.	Agency (ANM) by Ronin and the transfer process is still in progress. The mining title (FI3-152) was initially granted by ANM in April 2019, Ronin's subsidiary signed a transfer and purchase agreement for the concession FI3-152. The transfer of the title through its subsidiary in Colombia, Cooperativo Minero de Norte de Santander SAS applied for the concessions in 2017. In including rights and obligations derived from the mining title was submitted in July 2019 to the Colombian National Mining Las Vetas project comprises one mining title (FI3-152) and one mining concession application prospective for coal. Ronin There are no joint ventures or any other third-party agreements on these concessions.
AND LAND TENEMENT MINERAL	settings.	national park and environmental royalties, native title interests, historical sites, wilderness or	Tenement	Tenement type	application date Granted /	Status	Expiry date	Area ) (km2
TENURE STATUS	•	The security of the tenure held at the time of reporting along with	FI3-152	Mining title	Granted 2008	Transfer in progress	2038 – option to extend for 30 more years	19.7
	the area.	obtaining a licence to operate in any known impediments to	SJU-10121	Mining title application	30 October 2017	Active - pending approval	-	18.2
OTHER PARTIES EXPLORATION DONE BY	•	Acknowledgement and appraisal of exploration by other parties.				No previous coal exploration drilling has been carried out at Las Vetas. Approximately 7 km to the north and 9 km to the east there are deep oil wells and shallow coal drill holes that intersected the relevant coal sequence.
					by the uplift of this northernmost extension of the Andes Mountain Chain.	The Las Vetas project is located in the Catatumbo Basin, characterized by large exposures of Cretaceous and Tertiary faulted and folded sedimentary strata trending north-south. Strata in the area is dominated by the Perijá Serrania with regional dips to the north-northeast. Overlaying this regional dip is a series of generally north-south trending faults and folds that were caused
GEOLOGY	•	Deposit type, geological setting and style of mineralisation.	dips at up to 30°.			where the Los Cuervos Formation crops out, the dip varies between 5° to 15°. East of the Las Vetas project area, the strata The dominant strike of the strata in this area is N15°E to N20°W. East of the Rio de Oro Anticline and the San Lucas Fault,
			identified in the field.			4 m with a cumulative thickness of up to 10 m. The thickest seam is located near the contact with the Barco Formation. A thick In the project area the Los Cuervos Formation has a total thickness of up to 450 m. The coal-bearing sequence at the base of the Los Cuervos Formation is approximately 50 – 80 m thick and appears to be made up of 10 coal seams, ranging from 0.5 - sandstone separates the Cuervos Formation from the Barco Formation and acts as an important marker band that is readily












DRILL HOLE	INFORMATION	Las Vetas Coal Project, October 2021

Coal seam thickness is variable across the prospect with localised thickening of coal occurring mainly due to structural folding
cumulative coal thickness. Coal tonnage estimation was based on these drill holes, surface field mapping and seismic survey
Cross sections from surface mapping have been a significant exploration tool to assist in the interpretation of the general dip
The estimation was limited to a depth of 200 m. The total coal tonnage within the coal-bearing sequence was estimated as a
Las Vetas does not have any drill hole information though drill holes 7 km away were used to better understand the possible
the true thickness should be considered close to apparent thickness. Effort was taken to measure true thickness in trenches
No significant coal intercepts are reported. Plans with available exploration data are presented in the body of the report.
percentage of coal based on the cumulative thicknesses of coal in each petroleum drill hole data and the coal outcrop
and localized reverse faulting resulting in repeats of the coal seams.
trend and geometry of the prospect.
thickness measurements.
and outcrops.
lines.
mineralisation with respect to the
'down hole length, true width not
intercepts should be included for
reported. These should include,
down hole lengths are reported,
reporting of Exploration Results.
Appropriate maps and sections
(with scales) and tabulations of
but not limited to a plan view of
any significant discovery being
If it is not known and only the
drill hole collar locations and
statement to this effect (e.g.
drill hole angle is known, its
appropriate sectional views.
nature should be reported.
there should be a clear
If the geometry of the
known).
•
•
•
MINERALISATION
RELATIONSHIP
WIDTHS AND
INTERCEPT
BETWEEN
DIAGRAMS
LENGTHS

A minimum cumulative coal thickness of 1 m was used – typical thickness of coal outcrops in Ronin tenements.
The maximum cumulative coal thickness of 10 m was used, based on coal seams in the petroleum holes.

	Once the drilling program is completed the 2D seismic data should be reprocessed and reviewed to gain better understanding SJU-10121 concession (within FI3-152) to determine location of coal outcrops that may be indicative of the Los Cuervos coal Drilling is separated into two stages, the first stage will commence on sites located next to existing coal outcrops on a 2 km maximum depth of 300 m. Detailed coal quality analysis utilising modern sampling of core samples is necessary to assess spacing, to assess validity of seam intersections and coal quality data. Depending on results of the first stage, the second Further exploration is planned to address geological uncertainty, the programme comprises surface mapping south of the bearing sequence before any plan drilling is finalised. Exploration drilling is recommended to follow a grid defined by the The depth of each hole would be the boundary of base of Los Cuervos Formation and the top of Barco Formation to a provide data to identify reflectors in the seismic, hence improve the current seismic interpretation direction of the existing seismic lines; this strategy would provide several benefits: gain geological knowledge without constraints on current interpretation of prospect geometry and to assist in the planning of future exploration programs. extension of geological interpretation to the tenement boundaries coal type, commercial washability properties and potential products.	had any exploration core drilling. Several other concessions have had oil and gas drilling done within their boundaries, but this To date the level of coal exploration has been vary basic. The nearby La Gabarra Concession is the only concession that has drilling is not designed to determine coal thickness or obtain usable coal samples. Exploration in the North Catatumbo also No geotechnical, hydrogeological and geochemical data acquisition has been undertaken for the Las Vetas project. includes field mapping, photogeological mapping and 2D seismic surveys.	Density was not estimated, and results were not provided at air dried basis. Four samples included ultimate analysis and ash sulphur and calorific value, all results were reported on as received basis and dry basis (Table 2.4 in the body of the report The 93 coal samples sent for analysis to SGS laboratories were analysed for proximates (moisture, ash, volatile matter), chemistry. One analysed sample does not have coordinates (CAT-13).
	stage would infill the 1 km grid. • • •	No drill hole data exist for the Ronin areas.	include all results).
	Diagrams clearly highlighting the The nature and scale of planned further work (e.g. tests for lateral interpretations and future drilling areas, provided this information extensions or depth extensions or large-scale step-out drilling). areas of possible extensions, including the main geological is not commercially sensitive.	observations; geophysical survey meaningful and material, should results; bulk samples – size and metallurgical test results; bulk be reported including (but not deleterious or contaminating results; geochemical survey Other exploration data, if characteristics; potential geotechnical and rock density, groundwater; limited to): geological method of treatment; substances.	coal quality and/or widths should be practiced to avoid misleading Where comprehensive reporting reporting of Exploration Results. of all Exploration Results is not reporting of both low and high practicable, representative
Las Vetas Coal Project, October 2021	• • FURTHER WORK	• EXPLORATION SUBSTANTIVE OTHER DATA	• BALANCED REPORTING

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA

Santa Rosa Project, Bolivar Department, Republic of Colombia Ronin Resources Ltd.

SRK Exploration Services Ltd ES7931 October 2021

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA

Santa Rosa Project, Bolivar Department, Republic of Colombia

Prepared for: Ronin Resources Ltd Level 21, 459 Collins Street Melbourne, Victoria, 3000 Australia

Prepared by: SRK Exploration Services Ltd 12 St Andrews Crescent Cardiff, CF5 5TZ United Kingdom

+44 2920 233233 www.srk.com

Reg. No. 04929472

	Lead Author: James Gilbertson, Principal Exploration Geologist Initials: JAG
Author:	Tom Stock, Exploration Geologist	Initials: TS
Author	Steven Bateman, Senior Exploration Geologist	Initials: SB
Reviewer:	William Kellaway, Principal Exploration Geologist	Initials: WFK

File Name:

ES7931_SantaRosa_CPR_FINAL.docx

Suggested Citation:

SRK Exploration Services Ltd. 2021. AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA. . Prepared for : Ronin Resources Ltd. Project number: ES7931. Issued October. 2021.

SRK Exploration Services Ltd ES7931 October 2021

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Important Notice

Important Notice

This Independent Geological Report has been prepared under the direction of a Competent Person ("CP"), as defined by the JORC Code, by SRK Exploration Services Ltd. (SRK ES) for inclusion in a wider Prospectus in support of an Initial Public Offering ("IPO") of the shares in Ronin Resources Ltd on the Australian Securities Exchange ("ASX").

The quality of information, conclusions, and estimates contained herein are dependent upon: i) information available at the time of preparation, ii) data supplied by outside sources, and iii) the assumptions, conditions, and qualifications set forth in this report. This report is intended for use by Ronin Resources Ltd ("Ronin") subject to the terms and conditions of its contract with SRK ES and relevant securities legislation. The contract permits Ronin to file this report as a Public Report with the ASX.

COPYRIGHT AND DISCLAIMER

Copyright (and any other applicable intellectual property rights) in this document and any accompanying data or models is reserved by SRK Exploration Services Limited ("SRK ES") and is protected by international copyright and other laws.

The opinions expressed in this Report have been based on the information supplied to SRK Exploration Services Ltd. (SRK ES) by Ronin Resources Ltd. (Ronin). The opinions in this Report are provided in response to a specific request from Ronin to do so. SRK ES has exercised all due care in reviewing the supplied information. While SRK ES has compared key supplied data with expected values, the accuracy of the results and conclusions from the review are entirely reliant on the accuracy and completeness of the supplied data. SRK ES does not accept responsibility for any errors or omissions in the supplied information and does not accept any consequential liability arising from commercial decisions or actions resulting from them. Opinions presented in this Report apply to the site conditions and features as they existed at the time of SRK ES's investigations, and those reasonably foreseeable. These opinions do not necessarily apply to conditions and features that may arise after the date of this Report, about which SRK ES had no prior knowledge nor had the opportunity to evaluate.

Client Feedback - We merit all comments received from our clients, take pride in providing an excellent service and place value on our ability to correct error. Should you wish to comment on any aspect of the service that an individual staff member has provided, or else the company as a whole, please feedback a reply to the email address [email protected], or if appropriate write in confidence to our Managing Director at the address above.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Executive Summary

Executive Summary

The Santa Rosa Project, held by Ronin Resources Ltd, is located in the foothills of the Serranía de San Lucas, in the Municipality of Santa Rosa Sur, Department of Bolivár in northern Colombia. The Project comprises of three mining concessions (or "permits"), Santa Rosa 1 (Tenure ID 501360), Santa Rosa 2 (ID 501358) and Santa Rosa 3 (ID 501372), which are currently under application with the National Mining Agency ("ANM"). Ronin anticipates approval of the three mining permits is to be granted within 12 months. All permits were applied for in February 2021.

From the town of Santa Rosa del Sur, the centre point of the Santa Rosa 1 and 2 concessions are located 6 km to the southwest and 4.5 km to the south respectively, and Santa Rosa 3 is located 7 km to the northeast.

This public report summarises the regional geology and technical information available on the Santa Rosa Project and presents SRK Exploration Services Limited (SRK ES) opinion that the property has merit and warrants exploration expenditure. Due to the exploration history and current stage of exploration at the Santa Rosa Project, there is limited available data to describe many aspects of the project in this report.

Ronin has not undertaken any exploration work on the Santa Rosa Project to-date and SRK ES is unaware of any formal exploration of the Santa Rosa permits apart from a regional airborne magnetic survey commissioned by the SGC (SGC, 2021b) in 2016. The data is of limited resolution but has been processed by the SGC to interpret a series of "anomalous" zones which lie along the eastern edge of the Santa Rosa 2 permit. Due to the overall lack of any project specific data, SRK ES has relied upon open source and archive data to assess the potential of the Santa Rosa Project.

The Santa Rosa Project sits on the eastern limit of the San Lucas block, also known as the Serranía de San Lucas/San Lucas Range ("SLR"). The SLR comprises two major batholiths, collectively the San Lucas Batholiths, which with the associated Noreán Formation rocks are known to host widespread and abundant gold mineralisation which have been exploited for alluvial gold since pre-Colombian times. The majority of significant gold occurrences and artisanal gold workings are along the entire western side of the SLR and particularly concentrated in the north. This may be largely due to access rather than a true reflection of prospectivity.

Three styles of gold mineralisation are identified regionally, however volcanosedimentary-hosted epithermal occurrences are considered the most likely to be present at the Santa Rosa Project based on associated geology and stratigraphic position.

Many of the mineralisation styles identified in the region have a strong association with sulphides, including pyrite, sphalerite, galena, chalcopyrite and locally arsenopyrite and tetrahedrite, accompanied by quartz ± carbonate. Due to this association with sulphides, a range of satellite (multispectral) remote sensing studies and geophysical surveys, including airborne magnetic and electromagnetic techniques and ground magnetics, Induced Polarisation (IP) and resistivity/chargeability, may be applicable for regional and local scale target generation and

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Executive Summary

definition. Passive seismic tomography surveying may also be employed if other exploration results indicate the potential for porphyry style mineralisation.

There are considerable risks, including political and security, to the project. Colombia continues to be rated as a high-risk mining jurisdiction (S&P rating) and the town of Santa Rosa and surrounding region are known to harbour multiple armed groups and drug cartels, often involved in alluvial gold mining. SRK ES recommends that a detailed security review is conducted in advance of any fieldwork and a carefully considered programme of Community & Social engagement is implemented at an early stage.

Exploitation of alluvial gold along the margins of the San Lucas Range supports a significant artisanal mining community and known deposits are concentrated to the north and west of the Project area. These are a good indication that the project area is worthy of exploration.

Ronin, with SRK ES support, has recommend a phased exploration programme, limiting financial and exploration risk by creating a series of evidence-based decision points. Phase 1 consists of three stages (1a – 1c) consisting of desk-based research, ground reconnaissance and airborne geophysics. The exploration programme seeks to validate targets generated, identify potential new targets and better define the mineralisation style and potential of the Santa Rosa Project.

Progression to a subsequent phase of exploration is dependent on successful or prospective exploration results being generated, the availability of funds and the concession applications having been granted.

Based on the exploration programme outline for the Santa Rosa Project, SRK ES have provided support to Ronin to further develop the phase costs and a conceptual 12 – 18 month schedule for the Phase 1 exploration programme, the proposed budget estimate is presented in Table 1.

Phase 1 Item		Comments
Exploration data purchase	4,020	This may include Satellite Remote Sensing products or data.
Consultant report	16,080	Data compilation, databasing, digitising, maps and interpretation – reporting and target generation.
Security and logistical assessment	8,040	Assess security of the local area and wider region. Organise insurance, medevac cover and other appropriate assurances to support exploration.
Sub-total	28,140
Travel, logistics and	20,100	International and internal flights, accommodation and vehicle hire.
Fieldwork	73,700	Exploration Geologists – reconnaissance, mapping and sampling.
Local staffing	16,080	Logistical support, drivers, guides/field hands.
Geochemistry	13,400	Preparation and analysis of samples collected during reconnaissance. Additional sampling may be required.
Community & Social Programs	6,700
	security	Budget (AUD)

Table 1: Estimated exploration budget – Phase 1

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Executive Summary

	Reporting and recommendations	26,800	Data compilation, databasing/digitising, maps and interpretation. Exploration programme design for next phase as appropriate.
	Project Overheads & Permitting – Year 1	33,500	Local administration, permitting and licencing including budget for property taxes.
	Sub-total	190,280
Phase 1c	Airborne Geophysics	160,800	Regional airborne geophysical survey.
	Sub-total	160,800
	Phase 1 Sub-total	379,220
	Contingency (15%)	56,880
	TOTAL AUD (est.)	436,100

It is SRK ES's opinion that the proposed exploration plan and budgets are sufficient to undertake the initial assessment of the Santa Rosa Project.

SRK ES believes that these permits constitute a very early/discovery stage project and as a relatively minor asset within the client's portfolio. However, they are hosted within regionally prospective ground, evidenced by both mineral occurrences and artisanal mining in the region, and as such are merited for some initial follow up desk and field-based exploration.

This report, AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA, was prepared by:

James Gilbertson, Principal Exploration Geologist & MD

and reviewed by

William Kellaway Principal Exploration Geologist and Chairman

		Executive Summary iv
		Useful Definitions ix
1		Introduction1

1.1		Background 1
1.2		Requirement, Structure and Compliance 1
	1.2.1	Requirement1
	1.2.2	Structure1
	1.2.3	Compliance 1
1.3		Effective Date and Base Technical Information 2
1.4		Verification, Validation and Reliance on Other Experts 2
1.5		Limitations, reliance on SRK ES, Declaration, Consent, Copyright and Cautionary Statements 3
	1.5.1	Limitations 3
	1.5.2	Declaration 3
	1.5.3	Consent4
	1.5.4	Copyright4
1.6		Qualifications of SRK ES4
	1.6.1	Competent Persons Statement4

2		Ronin Resources Ltd 6
2.1		Company Description 6
2.2		Members of the Board 6
2.3		Company Strategy6
3		Relevant Mineral Law 7

4 4.1		Santa Rosa Project – Description and Location8 Introduction8
4.2		Mineral Tenement and Land Tenure Status9
	4.2.1	Santa Rosa 1 9
	4.2.2	Santa Rosa 2 10
	4.2.3	Santa Rosa 3 11
	4.2.4	Underlying Agreements13
4.3		Accessibility, Local Resources, Infrastructure, Climate and Physiography 13
	4.3.1	Accessibility13
	4.3.2	Local Resources 14
	4.3.3	Infrastructure 15
	4.3.4	Hazards15
	4.3.5	Security 15
	4.3.6	Environmental, Social and Governance (ESG) 15
	4.3.7	Climate 16
	4.3.8	Physiography 17
4.4		Site Visits 18

5		Geology 19
5.1		Regional Geological Setting 19
5.2		Local Geological Setting21
	5.2.1	Norosí granite22
	5.2.2	Noreán volcanoclastic unit 22
	5.2.3	Porphyritic andesites23
	5.2.4	Structural Setting23
5.3		Mineralisation 24

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Contents 5.3.1 Volcanosedimentary-hosted epithermal occurrences.......................................................................26 5.3.2 Intrusive-related Au occurrences ......................................................................................................26 5.3.3 Basement-hosted mineralisation.......................................................................................................26 6 Exploration History ...........................................................................................................................................28 7 Exploration........................................................................................................................................................29 7.1 Recommended Exploration ..............................................................................................................................29 7.1.1 Phase 1a – Desktop evaluation and target generation.....................................................................29 7.1.2 Phase 1b – Reconnaissance site visit ..............................................................................................30 7.1.3 Phase 1c - Regional Geophysical Surveying – Airborne and Ground based...................................30 7.1.4 Next Phase Exploration.....................................................................................................................30 7.2 Exploration Budget and Approximate Schedule...............................................................................................31 8 Adjacent Properties ..........................................................................................................................................33 9 Other Relevant Information ..............................................................................................................................34 10 Conclusions and Recommendations................................................................................................................35 10.1 Conclusions ......................................................................................................................................................35 10.2 Recommendations............................................................................................................................................36 References..................................................................................................................................................................39

Tables

Table 4-1:	Santa Rosa 1 (501360) permit application corner points (EPSG:3116) 9
Table 4-2:	Santa Rosa 2 (501358) permit application corner points (EPSG:3116) 10
Table 4-3:	Santa Rosa 3 (501372) permit application corner points (EPSG:3116) 11
Table 7-1:	Estimated exploration budget – Phase 1 32

Figures

Figure 4-1:	Santa Rosa Project location8
Figure 4-2:	Santa Rosa 1 permit application area10
Figure 4-3:	Santa Rosa 2 permit application area11
Figure 4-4:	Santa Rosa 3 permit application area13
Figure 4-5:	Access routes for the Santa Rosa Project 14
Figure 4-6:	Monthly average temperature graph for Santa Rosa del Sur 16
Figure 4-7:	Monthly average rainfall graph for Santa Rosa del Sur 17
Figure 4-8:	Physiography of the Santa Rosa del Sur area18
Figure 5-1:	Andes mountains in Colombia 19
Figure 5-2:	Tectonic realms of north-western Colombia 20
Figure 5-3:	Geology of the Santa Rosa del Sur area 22
Figure 5-4:	Porphyritic andesite with feldspar phenocrysts 23
Figure 5-5:	Mineral occurrences of the San Lucas Range 25
Figure 7-1:	Conceptual exploration schedule based on outlined exploration programme 32
Figure 8-1:	Adjacent exploration and mining properties 33

Appendices

Appendix A JORC Table 1 Appendix B Consent – Independent Technical Expert

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Useful Definitions

Useful Definitions

This list contains definitions of symbols, units, abbreviations, and terminology that may be unfamiliar to the reader.

Anomalous	Samples that differ significantly from all the others in a group or population.
Anticline	A '∩' shaped fold or structure in stratified rocks with the oldest rocks in the centre.
Basin	A general region with an overall history of subsidence and thick sedimentary accumulation.
Channel sampling	A means of taking a sample from a rock face by collecting the cuttings from a small channel.
CIM Code	The reporting standard adopted for the reporting of the Mineral resources is that defined by the terms and definitions given in the terminology, definitions and guidelines given in the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Standards on Mineral resources and Mineral Reserves (December 2005) as required by NI 43-101. The CIM Code is an internationally recognised reporting code as defined by the Combined Reserves International Reporting Standards Committee.
Clays	A term used to describe minerals that are typically less than 2 μm (micrometres) in diameter.
Closure plans	Procedures for site closure and rehabilitation once mining has ceased.
Deposit	An anomalous occurrence of a specific mineral or minerals within the Earth's crust.
Diamond drilling	The act or process of drilling boreholes using bits inset with diamonds as the rock-cutting tool.
Drill core	A solid, cylindrical sample of rock produced by diamond drilling.
Environmental Impact Assessment	A multi-disciplinary study which evaluates the effect on the environment of large construction or development project.
Fault	A fracture or a fracture zone along which there has been displacement of the two sides relative to one another parallel to the fracture. The displacement may be a few inches or many miles.
Folding	A bending or buckling in any pre-existing structure in a rock as result of deformation.
Fresh or Sulphide material	Material defined which has retained its original form unaltered by oxidation. Metal ore that are recorded as sulphides include copper, mercury and nickel.
Geological continuity	Geological features such as rock type, structures and mineralisation that can be demonstrated to be continuous between locations.
Geophysical data	Data from the branch of geology that studies the physics of the Earth, using the physical principles underlying such phenomena as seismic waves, heat flow, gravity, and magnetism.
Grab sampling	Samples collected from surface outcrops, mine dumps etc., Used in connection with examination of the characteristic minerals in the deposit rather than for valuation.
Grade	The proportion of a mineral within a rock or other material. For gold mineralisation, this is usually reported as grams of gold per tonne of rock (g/t)
Grass roots	Early stages of exploration including activities such as mapping and geochemical sampling
Indicated Mineral Resource	That part of a mineral resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill

Useful Definitions 
	holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed
Inferred Mineral Resource	The part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability.
Intrusive	Rocks that while molten, penetrated into or between other rocks, but solidified before reaching the surface.
Joint	A fracture in a rock between the sides of which there is no observable relative movement.
JORC Code	The 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia
Measured Mineral Resource	A 'Measured Mineral Resource' is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
Metamorphosed	Rocks which are changed by a process of heat and pressure within the earth.
Mineral Resource	A concentration or occurrence of material of intrinsic economic interest in or on the Earth's crust in such a form and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.
Orebody	A continuous mass of mineralisation estimated to be economically mineable. The volume of rock containing the mineral resource.
Oxide Material	Zone of defined material which has been altered through to result in minerals bearing at least one oxygen atom and one other element in its chemical formula. Found near surface this material is usually resulting from exposure to the water table where oxygen is prevalent
Passive Seismic Tomography (PST)	PST creates a 3-D seismic image of the target geology using multi-component seismic receivers that take advantage of shear wave energy generated by microearthquakes without using artificial surface sources.
Pre-feasibility Study	A geological, technical and economic study to determine whether a deposit can be exploited.
Scoping Study	An early-stage review of a project to assess the viability of different options.
Sedimentary	Rock formed at the earth's surface from solid particles, whether mineral or organic, which have been moved from their position of origin and re-deposited.
Spectral remote Sensing	The measurement of electromagnetic energy that is reflected or emitted from features on the Earth's surface, typically collected by sensors mounted on satellites, planes, helicopters and unmanned aerial vehicles (UAV's).
Strata	Layer of rock.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Useful Definitions

Stratigraphy	The sequence or layers of rocks
Stripping ratio	The unit amount of overburden/waste that must be removed to gain access to a unit amount of ore or mineral material.
Syncline	A U-shaped fold or structure in stratified rocks, with youngest rocks in the centre.
Synclinoriums	A basin shaped fold system.
Trench	The excavation of a horizontally elongate pit (trench), typically up to 2 m deep and up to 1.5 m wide in order to assess fresh or weathered bedrock and take channel samples across a mineralised structure. The trench is normally orientated such that samples taken along the longest wall are perpendicular to the mineralised structure.

Units

mm	Millimetre
cm	Centimetre
m	Metre
km	Kilometre
Ma	Million years ago
Mt	Million tonnes (Metric)
nT	Nano Tesla
g/t	Grams per ton (metric). Equivalent to parts per million, and commonly used for precious metals
ppm	Parts per million
masl	Metres above sea level

Currency

AUD	Australia Dollar
USD	United States Dollar
Exchange Rates
AUD	AUD1 = USD0.7462
USD	USD1 = AUD1.34

Coordinate Reference Systems

WGS84	World Geodetic System 1984 datum (EPSG:4326)
MAGNA-SIRGAS	MAGNA-SIRGAS / Colombia Bogota zone (EPSG:3116) – Reference system used by the Agencia Nacional de Minería

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Introduction

1 Introduction

1.1 Background

SRK Exploration Services Ltd ("SRK ES") is part of the global SRK Consulting Group (the "SRK Group"). SRK ES has been requested by Ronin Resources Ltd ("Ronin", hereinafter also referred to as the "Company" or the "Client") to prepare an Independent Technical Report on the Mineral Assets of its subsidiary, Potasio de Colombia S.A.S, comprising the Santa Rosa Project ("Santa Rosa") located in the Republic of Colombia ("Colombia"). The Santa Rosa Project consists of three mining concession contracts (501360, 501358 and 501372) under application. This report is to be included in a wider prospectus in support of an Initial Public Offering ("IPO") of the shares in Ronin Resources Ltd on the Australian Securities Exchange ("ASX").

Ronin has two Colombian subsidiaries. The first, Cooperativo Minero de Norte de Santander S.A.S, holds the Vetas Coal Project, and the second, Potasio de Colombia SAS, holds the more minor asset within the portfolio of the Santa Rosa Project in Bolivar department. SRK ES has not been commissioned to undertake any examination of the Vetas Coal Project as part of this review. The Vetas Coal Project asset is presented in an Independent Geological Report produced by McElroy Bryan Geological Service Pty Ltd for this IPO.

1.2 Requirement, Structure and Compliance

1.2.1 Requirement

SRK ES have compiled this report in line with the guidance published by the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, published by the Joint Ore Reserves Committee (the "JORC Code" or "JORC"), 2012 Edition.

1.2.2 Structure

This report is limited to the Santa Rosa Project and associated concessions (or "permits"). This Project is at an early stage of exploration and as such this independent geological report has been structured on an asset basis where the technical sections comprise: Geology, Exploration History, Exploration, Conclusions and Recommendations.

1.2.3 Compliance

In this report, the standard adopted for the reporting of Exploration Results, Mineral Resources and Ore Reserves is that defined by the terms and definitions given in the JORC Code 2012. The JORC Code is a recognised international reporting code and is acceptable to the Australian Securities Exchange ("ASX").

This report has been prepared under the direction of James Gilbertson (CGeol, Geological Society, London, 1013644), a Competent Persons as this term is defined by the JORC Code (2012), who assumes overall professional responsibility for the report and confirms that the information contained is true and accurate as of 28th October 2021. See Appendix B: Consent – Independent Technical Expert to view the Competent Person's Consent Form.

Notwithstanding the above, SRK ES notes the following:

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Introduction

where any information in the report has been sourced from a third party, such information has been accurately reproduced and no facts have been omitted which would render the reproduced information inaccurate or misleading;
drafts of this report were provided to the Company for the purpose of confirming both the accuracy of factual information and the reasonableness of assumptions relied upon in this Independent Geological Report; and
this report has not undergone regulatory review.

1.3 Effective Date and Base Technical Information

SRK ES' opinion contained herein and effective up until the end of the offer period, is based on information provided to SRK ES by the Company or collected by SRK ES throughout the course of its investigations. The information in turn reflects various technical and economic conditions at the time of writing this report. Given the nature of the exploration and mining business, these conditions can change significantly over relatively short periods of time. Consequently, actual results may be significantly more or less favourable.

1.4 Verification, Validation and Reliance on Other Experts

In respect of the technical information provided, this has been taken in good faith by SRK ES. Other than where expressly stated, SRK ES is reliant upon such information and, where possible, has verified the data provided independently. SRK ES conducted a review and assessment of available technical issues likely to influence the Exploration Assets, which included the following:

an examination of historical information made available for the Project, and
relevant published and unpublished third-party information and public domain data.

No site visit has been undertaken by SRK ES to the Santa Rosa Project, either prior to or for the purposes of this report.

SRK ES places reliance on the Company and their respective technical representatives that all technical information, as of 28th October 2021, is accurate

SRK ES has not performed an independent verification of land title and tenure information for this report. SRK ES did not verify the legality of any underlying agreement(s) that may exist concerning the permits or other agreement(s) between third parties but has relied on Baker & McKenzie S.A.S Colombia ("Baker & McKenzie") as expressed in their two legal opinions (Due Diligence Report - Cooperativo Minero de Norte de Santander and Potasio deColombia S.A.S. and Solicitor's Report - Cooperativo Minero de Norte de Santander and Potasio de Colombia S.A.S.) provided to Ronin Resources Ltd on 21st October 2021.

SRK ES was informed by Baker & McKenzie that there are no known litigations potentially affecting the Project.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Introduction

1.5 Limitations, reliance on SRK ES, Declaration, Consent, Copyright and Cautionary Statements

1.5.1 Limitations

SRK ES is responsible for this Independent Geological Report and declares that they have taken all reasonable care to ensure that the information contained in this report is, to SRK ES' knowledge having made all reasonable enquiries, in accordance with the facts and contains no omission likely to affect its accuracy or the success of this project.

The Company has confirmed in writing with SRK ES that to their knowledge the information provided by them (when provided) was complete and not incorrect or misleading in any material respect.

SRK ES has no reason to believe that any material facts have been withheld. Further, the Company have confirmed in writing to SRK that they believe they have provided all material information.

SRK ES understands that this report will be included within the main body of a Prospectus relating to the Company and its Mineral Assets, and in support of an Initial Public Offering ("IPO"). It is understood that the Prospectus will be prepared by the Company and its appointed advisors for distribution to the existing and prospective shareholders. This report has been prepared to fulfil ASX market requirements.

In this report, whilst focussing on the proposed technical Mineral Assets, SRK ES will:

Not provide a discounted cash flow or other form of valuation of the Mineral Assets;
Rely on the Company's reporting accountants in respect of historical expenditures, revenues and production in respect of the assets; and
Rely on the Company's legal advisers for all legal issues in relation to the Company's rights and titles associated with the assets.

During the offer period, SRK ES is not aware of or been made aware of any significant change affecting the information in this report or aware of any material statement in the report which is misleading or deceptive.

1.5.2 Declaration

SRK ES is not an insider, associate, or an affiliate of Ronin Resources Ltd, and neither SRK ES nor any affiliate has acted as advisor to Ronin, its subsidiaries or its affiliates in connection with this project. The results of the technical review by SRK ES are not dependent on any prior agreements concerning the conclusions to be reached, nor are there any undisclosed understandings concerning any future business dealings. SRK ES has been be paid a fee for its services in accordance with normal professional consulting practice.

This report may include technical information that requires subsequent calculations to derive subtotals, totals, and weighted averages. Such calculations inherently involve a degree of rounding and consequently introduce a margin of error. Where these occur, SRK ES does not consider them to be material.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Introduction

1.5.3 Consent

Neither the whole nor any part of this report nor any reference thereto may be included in any other document without the prior written consent of SRK ES as to the form and context in which it appears.

1.5.4 Copyright

Copyright of all text and other matter in this document, including the manner of presentation, is the exclusive property of SRK ES. It is an offence to publish this document or any part of the document under a different cover, or to reproduce and/or use, without written consent, any technical procedure and/or technique contained in this document. The intellectual property reflected in the contents resides with SRK ES and shall not be used for any activity that does not involve SRK ES, without the written consent of SRK ES.

1.6 Qualifications of SRK ES

SRK ES is part of the international group holding company SRK Consulting (Global) Limited, which includes over 1,400 professional personnel in 45 offices in 20 countries on 6 continents providing expertise in a wide range of exploration, mining and engineering disciplines.

SRK personnel include specialists in the fields of exploration, geology, mineral resource estimation and classification, open-pit and underground mining, geotechnical engineering, metallurgical processing, hydrogeology and hydrology, tailings management, infrastructure, environmental management and mining economics.

SRK has a demonstrated track record in undertaking independent assessments of mineral resources and ore reserves, project evaluations and audits, Competent person's reports and independent feasibility evaluations on behalf of exploration and mining companies and financial institutions world-wide.

SRK's independence is ensured by the fact that it holds no equity in any project and that its ownership rests solely with its personnel.

SRK ES specialises in exploration for all metal and industrial mineral commodities, elevating projects from the earliest stage of exploration through to resource drilling. We have the team and the technical expertise to deliver tailored field and consultancy services for exploration projects worldwide, and are committed to being the partner of choice by adding value to projects, delivering high quality services and maintaining an innovative exploration approach.

Further details can be found at: www.srk.com

1.6.1 Competent Persons Statement

The compilation of this Independent Geological Report was completed by Tom Stock (MSc, MCSM), Steven Bateman (MAusIMM 318920, FGS) and James Gilbertson (CGeol, Geological Society, London, 1013644). The report was reviewed internally by William Kellaway (MAusIMM 306203).

By virtue of their education, membership to a recognised professional association and relevant work experience, James Gilbertson and William Kellaway qualify as Competent Persons as this

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Introduction

term is defined under the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves" ("JORC Code, 2012").

At the time of the completion of this report, the Competent Persons were full-time employees of SRK Exploration Services (SRK ES) and have the required qualifications and experience to qualify as Competent Persons for reporting of Exploration Results. As of 12th September 2021, James Gilbertson has left the employment of SRK Exploration Services Ltd.

The Competent Persons verify that this report is based on and fairly reflects the Project information in the supporting documentation and agree with the form and context of the information presented.

Ronin has confirmed to SRK ES that it is not aware of any new information or data that materially affects the information included in the Exploration Results, that all material assumptions and technical parameters underpinning the report continue to apply and have not materially changed. Furthermore, Ronin has confirmed to SRK ES that the form and context in which the Competent Persons' findings are presented have not been materially modified from the original findings, conclusions and recommendations.

The information in this Report that relates to Technical Assessment of Ronin's Mineral Assets is based on and fairly reflects information compiled and conclusions derived by a team under the supervision of James Gilbertson, who is a Chartered Professional Fellow of the Geological Society, London. At the time the report was completed, James Gilbertson was a full-time employee and Managing Director of SRK ES, based in our Cardiff, Wales office. James Gilbertson has sufficient experience that is relevant to the mineral asset under consideration, the style of mineralisation and the type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 edition of the JORC Code. James Gilbertson consents to the inclusion in the Report of the matters based on their information in the form and context in which it appears.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Ronin Resources Ltd

2 Ronin Resources Ltd

2.1 Company Description

The Company was incorporated in Australia on 1st April 2018 as CMN Mining Pty Ltd for the purpose of acquiring Cooperativo Minero de Norte de Santander SAS (CMNS), a Colombian company which holds the Vetas Project. Since that time, the Company has advanced the exploration and evaluation of the Vetas Project and diversified its asset portfolio by acquiring Potasio de Colombia SAS (Potasio) which holds the Santa Rosa Project. In May 2021, the Company changed its name to Ronin Resources Limited and converted to a public company in preparation for its IPO and application to list on the Australian Securities Exchange (ASX).

Today the Company is the 100% owner of two prospective exploration and development projects in Colombia.

The Vetas Project is the Company's primary focus and is a large, high-grade, thermal coal development project containing a JORC Compliant Exploration Target tonnage of 20 Mt - 200 Mt. The Santa Rosa Project is an earlier stage gold and copper project located in a prolific artisan mining district.

2.2 Members of the Board

The following persons are to comprise the Board of Directors of Ronin Resources.

	Joseph van den Elsen:	Executive Chairman
	Wilson Escobar Castaneda:	Non-Executive Director
	Matthew Keen:	Non-Executive Director
	Justin Mouchacca:	Company Secretary

2.3 Company Strategy

The Company is seeking to raise \$5,000,000 via a prospectus with funds raised to be used to fund a feasibility study and a drilling program at the Vetas project, advance the exploration of the Santa Rosa Project as well as provide funds for the Company to identify and assess potential value accretive acquisition opportunities, with a focus on exploration opportunities in jurisdictions in which the Board and Management team hold a competitive advantage.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Relevant Mineral Law

3 Relevant Mineral Law

A summary of the Colombian mineral regulations is included in the Baker & McKenzie's solicitors report (Solicitor's Report - Cooperativo Minero de Norte de Santander and Potasio de Colombia S.A.S.) dated 21st October 2021. Further details on the Mining Code are available in Zapata et al. (2017).

With regard to mining concessions under application, Article 16 of the Mining Code provides the following:

"Article 16. Validity of the application. The first request or proposal for a concession, while in process, does not confer, on its own, against the government, the right to enter into a concession contract. Vis- à- vis other requests or vis- à-vis third parties, it only confers the interested party a right of priority or preference to obtain the concession if it meets the legal requirements set for that purpose."

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Santa Rosa Project – Description and Location

4 Santa Rosa Project – Description and Location

4.1 Introduction

The Santa Rosa Project consists of three mining concession contracts ("permits"), Santa Rosa 1, Santa Rosa 2, and Santa Rosa 3, which are currently under application with the National Mining Agency ("ANM").

The concession areas are located in the foothills of the Serranía de San Lucas, Municipality of Santa Rosa Sur, Department of Bolivár in northern Colombia, Figure 4-1. The town of Santa Rosa del Sur lies approximately 315 km to the south-southeast of the department's capital, Cartagena, and is the largest regional centre to the mining concessions.

Figure 4-1: Santa Rosa Project location

Sources: Anna Minería, 2021, Background Imagery: Bing, 2021 Notes: Bolivár Department highlighted on inset map

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Santa Rosa Project – Description and Location

4.2 Mineral Tenement and Land Tenure Status

Ronin has three mining concession contracts under application which were all applied for in February 2021. Under the current Colombian Mining Code there is only one form of mining title (a mining concession contract) that covers both exploration and exploitation. Mining titles are granted for an initial period of 30 years.

SRK ES is not appropriately qualified to provide legal advice on the status of land/mineral tenure. Further details relating to the three mining concession contracts under application are covered in the Baker & McKenzie solicitors report.

4.2.1 Santa Rosa 1

The Santa Rosa 1 permit application is held by Potasio de Colombia S.A.S and was submitted on 14 February 2021. The application was submitted for gold minerals and concentrates and covers 835 cadastral cells for an area of 1018.28 ha (10.18 km2). One cadastral cell is equivalent to approximately 1.24 ha (approximately 111 m x111 m). The Agencia Nacional de Minería tenure ID for the property is 501360.

Table 4-1 shows the coordinates that define the limits of the application, which is also shown in Figure 4-2.

Point	mE	mN	Point	mE	mN	Point	mE	mN
1	1000828	1365691	18	997630	1367461	35	998843	1368899
2	996748	1365692	19	997630	1367572	36	998843	1368788
3	996748	1365913	20	997630	1367682	37	999284	1368788
4	996858	1365913	21	997740	1367682	38	999284	1368678
5	996858	1366134	22	997740	1367903	39	999615	1368678
6	996968	1366134	23	997851	1367903	40	999615	1368567
7	996969	1366355	24	997851	1368125	41	999946	1368567
8	997079	1366355	25	997961	1368125	42	999946	1368456
9	997079	1366576	26	997961	1368346	43	1000387	1368456
10	997189	1366576	27	998071	1368346	44	1000387	1368567
11	997189	1366798	28	998071	1368567	45	1000607	1368567
12	997299	1366798	29	998182	1368567	46	1000607	1368678
13	997299	1367019	30	998182	1368788	47	1000718	1368678
14	997410	1367019	31	998292	1368788	48	1000718	1368788
15	997410	1367240	32	998292	1369009	49	1000828	1368788
16	997520	1367240	33	998512	1369009
17	997520	1367461	34	998512	1368899

Table 4-1: Santa Rosa 1 (501360) permit application corner points (EPSG:3116)

Sources: Anna Minería, 2021

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Santa Rosa Project – Description and Location

Figure 4-2: Santa Rosa 1 permit application area

Sources: Anna Minería, 2021. Background Imagery: ESRI World View, 2021

4.2.2 Santa Rosa 2

The Santa Rosa 2 permit application is held by Potasio de Colombia S.A.S and was submitted on 12 February 2021. The application was submitted for gold minerals and concentrates and covers 1019 cadastral cells for an area of 1242.66 ha (12.43 km2). The permit does not include one cell (Cell ID 18N02D05N12G, 0.012 km2) in the southwestern corner. The Agencia Nacional de Minería tenure ID for the property is 501358.

Table 4-2 shows the coordinates that define the limits of the application, which is also shown in Figure 4-3.

Table 4-2: Santa Rosa 2 (501358) permit application corner points (EPSG:3116)

Point	mE	mN
1	1006451	1368789
2	1006451	1366577
3	1000828	1366576
4	1000828	1368788
Excluded cell
5	1001048	1366908
6	1000938	1366908

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Santa Rosa Project – Description and Location

Point	mE	mN
7	1000938	1366797
8	1001048	1366797

Sources: Anna Minería, 2021

Figure 4-3:		Santa Rosa 2 permit application area

Sources: Anna Minería, 2021. Background Imagery: ESRI World View, 2021

4.2.3 Santa Rosa 3

The Santa Rosa 3 permit application is held by Potasio de Colombia S.A.S and was submitted on 19 February 2021. The application was submitted for gold minerals and concentrates and covers 2919 cadastral cells for an area of 3559 ha (35.59 km2). The Agencia Nacional de Minería tenure ID for the property is 501372.

Table 4-3 shows the coordinates that define the limits of the application, which is also shown in Figure 4-4.

Point	mE	mN	Point	mE	mN	Point	mE	mN
1	1013836	1377970	27	1005017	1375092	53	1006450	1376530
2	1013837	1373546	28	1005127	1375092	54	1006450	1376641
3	1004025	1373544	29	1005127	1375203	55	1006560	1376641

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Santa Rosa Project – Description and Location

Point	mE	mN	Point	mE	mN	Point	mE	mN
4	1004025	1373655	30	1005238	1375203	56	1006560	1376752
5	1004135	1373655	31	1005238	1375314	57	1006671	1376752
6	1004135	1373765	32	1005238	1375424	58	1006671	1376862
7	1004245	1373765	33	1005348	1375424	59	1006781	1376862
8	1004245	1373876	34	1005348	1375535	60	1006781	1376973
9	1004356	1373876	35	1005458	1375535	61	1006891	1376973
10	1004356	1373986	36	1005458	1375645	62	1006891	1377083
11	1004466	1373986	37	1005568	1375645	63	1007001	1377083
12	1004466	1374097	38	1005568	1375756	64	1007001	1377194
13	1004576	1374097	39	1005678	1375756	65	1007111	1377194
14	1004576	1374208	40	1005678	1375867	66	1007111	1377305
15	1004686	1374208	41	1005789	1375867	67	1007222	1377305
16	1004686	1374318	42	1005789	1375977	68	1007222	1377415
17	1004686	1374429	43	1005899	1375977	69	1007332	1377415
18	1004797	1374429	44	1005899	1376088	70	1007332	1377526
19	1004797	1374539	45	1006009	1376088	71	1007442	1377526
20	1004907	1374539	46	1006009	1376198	72	1007442	1377636
21	1004907	1374650	47	1006119	1376198	73	1007552	1377636
22	1005017	1374650	48	1006119	1376309	74	1007552	1377747
23	1005017	1374761	49	1006230	1376309	75	1007663	1377747
24	1005127	1374761	50	1006230	1376420	76	1007663	1377858
25	1005127	1374982	51	1006340	1376420	77	1007773	1377858
26	1005017	1374982	52	1006340	1376530	78	1007773	1377968

Sources: Anna Minería, 2021

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Santa Rosa Project – Description and Location

Figure 4-4: Santa Rosa 3 permit application area

Sources: Anna Minería, 2021. Background Imagery: ESRI World View, 2021

4.2.4 Underlying Agreements

SRK ES is unaware of any underlying agreements that affect the validity or security of the mineral tenure.

4.3 Accessibility, Local Resources, Infrastructure, Climate and Physiography

4.3.1 Accessibility

Reporting by local geologists indicates that access to the Santa Rosa Project is challenging, with primary access routes via light aircraft or via a combination of river travel and local roads.

International flights are available from multiple destinations into Colombia's major cities, including Bogota, Medellín and Baranquilla, as well as smaller cities such as Bucaramanga and the Bolivár State Capital, Cartegena (Figure 4-5). Light aircraft charter flights can be organised from many of these airports to the Gabriel Antonio Caro aerodrome located in Santa Rosa del Sur.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Santa Rosa Project – Description and Location

Figure 4-5: Access routes for the Santa Rosa Project

The project can also be accessed by a combination of river and road. From the city of Barrancabermeja, boat travel along the Magdalena River can be organised. The river journey is approximately 55 km to the town of San Pablo, passing through Cantagallo and Puerto Wilches. From San Pablo, unpaved routes extend northwards to Santa Rosa del Sur, approximately 65 km away (Figure 4-5).

Road access appears to also be possible from Barrancabermeja, though this will also require a ferry crossing of the Magdalena River at San Pablo. It is unclear how large this ferry is, and whether it can support large loads or high volumes of traffic.

A moderately developed network of unpaved roads can be seen in satellite imagery crossing all the Santa Rosa permits, providing good local access. It is not clear how suitable these tracks are for vehicles, but the use of 4x4 vehicles is strongly recommended.

4.3.2 Local Resources

Based on published maps and reports on the town and region, Santa Rosa del Sur appears to offer a suitable source of general equipment, labour and supplies. The town appears to be well serviced with supermarkets, fuel stations, restaurants and banks. There are also local government offices within the town, and the Hospital Manuel Elkin Patarroyo is located to the northeast of the town.

Resources not available from Santa Rosa del Sur will likely have to be brought in from Barrancabermeja by river or by aircraft.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Santa Rosa Project – Description and Location

The main industries in the area are agricultural and livestock farming, as well as a thriving, though largely unregulated, artisanal mining community.

4.3.3 Infrastructure

Santa Rosa del Sur is served by grid power (Grid Finder, 2021), voltage and capacity are 110V and 60Hz respectively. The transmission lines pass within a few km of each permit, however there is no known grid power within the permits.

Based on the size of the town, it is assumed that Santa Rosa del Sur is served by mains water, but this is unconfirmed. There is unlikely to be any source of mains water within the permits.

The permit areas appear to have some cell phone coverage with multiple networks, including Avantel and Movistar, with both networks recording 3G coverage in the area around Santa Rosa del Sur (GSMA, 2021).

4.3.4 Hazards

Earthquakes are common in Colombia; however, these are typically concentrated along the country's western seaboard. The risk of earthquake in the Project area is however still considered moderate (GEM, 2018).

There is also a moderate risk of landslides in Colombia, though available online data indicates that this is minimal within the Project area (Global Landslide Hazard Distribution and Frequency, 2005, SGC, 2015).

4.3.5 Security

The region is reported to still be subject to fighting between drug cartels, FARC, the ELN, the Black Eagles and the Colombian Army, with many of the paramilitary groups focusing on Santa Rosa del Sur and its extensive artisanal mining communities.

Mining and exploration companies have in the past been targeted by these groups due to tensions with artisanal (and informal) miners, with many local miners against the awarding of permits to foreign companies. This has included kidnappings and extortion, and there are also reports of groups deploying landmines and IDEs in the area, including along the main road between San Pedro and Santa Rosa del Sur (Bogota Post, 2020).

4.3.6 Environmental, Social and Governance (ESG)

There is no provision under the current Mining Code for artisanal and small-scale miners (ASM's) therefore most operate illegally (informally). ASMs are however relied upon by large numbers of Colombians for their income and irregular armed groups and drug cartels are commonly involved in the informal mining sector.

It is not known at this stage whether there are any artisanal miners operating within the Project areas. Any ESG studies or engagements undertaken within the permit areas or surrounding region should be cognisant of the potential security issues and sensitive to the perceived threat to either an individuals or organisations income associated with this work (Echavarria, 2014).

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Santa Rosa Project – Description and Location

4.3.7 Climate

Under the Köppen climate classification system, the Santa Rosa Project area is classified as Am (Monsoon) climate (Kottek et al., 2006).

Online data sources indicate that the Project area has a generally stable temperature, averaging highs of between 30°C and 34°C and lows of between 20°C and 22°C (Figure 4-6). Rainfall is variable, ranging from lows of around 27 mm per month in January and February to a high of 277 mm in October (Figure 4-7). The majority of the year is wet, with average rainy days exceeding 20 days per month for 7 months of the year. There are two peaks in rainfall in May and October.

It is however noted that whilst this data is reported for Santa Rosa del Sur, no weather station data could be identified online, and this data may therefore be generalised from the region. As such, specific local conditions may vary.

Figure 4-6: Monthly average temperature graph for Santa Rosa del Sur

Sources: World Weather Online, 2021

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Santa Rosa Project – Description and Location

Figure 4-7: Monthly average rainfall graph for Santa Rosa del Sur

Sources: Sources: World Weather Online, 2021

4.3.8 Physiography

The Santa Rosa Project sits in the foothills of the Serranía de San Lucas, where it meets the low, flat valley of the Magdalena River. Elevation is variable, ranging from below 100 masl along the eastern edge of the Santa Rosa 3 permit where it overlaps Ciénaga Simití, to over 700 masl in the southwest of the Santa Rosa 1 permit.

SRTM elevation data, satellite imagery and local reports indicate the hills are steep and undulating, with sinuous drainage channels draining east towards the Magdalena River. In the south of the Santa Rosa 1 and 2 permits elevation drops off particularly quickly into a narrow west-east trending tributary valley.

Local reports and satellite imagery indicate that the landscape varies between forested and open ground (Figure 4-8), likely a result of the agricultural communities clearing land for farming.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Santa Rosa Project – Description and Location

Figure 4-8: Physiography of the Santa Rosa del Sur area.

Sources: Fernandez & Puerta (2019)

4.4 Site Visits

Due to the early stage nature of the Project, and as the permits have not yet been granted, no site visits have been undertaken by SRK ES to the Santa Rosa Project.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Geology

5 Geology

5.1 Regional Geological Setting

The geology of Colombia has a long and tectonically complex geological history, ranging from the Precambrian through to present day. Colombia straddles the north-western edge of the Precambrian Guiana Shield and is tectonically divided into two realms; the Guyana Shield Realm (GSR) which underlies the south and eastern portion of Colombia, and the Central Tectonic Realm (CTR) which underlies western and northern Colombia (Cediel, 2019). The Maracaibo Sub-Plate abuts the CTR to the northeast, bounded by the sinistral Bucaramanga-Santa Marta fault system.

The Santa Rosa Project lies within the CTR, which is a composite terrain which has undergone multiple complex geological events from the Paleozoic (541 to 251 Ma) through to present day. This includes a Middle Ordovician-Silurian age orogen, followed by a period of prolonged extension, and a second orogen during the Mesozoic-Cenozoic which has resulted in the formation of the Andes Mountains (Cediel, 2019). Within Colombia, the Andes forms three distinct northsouth trending belts or cordilleras, known as the Western/Occidental, Central and Eastern/Oriental cordilleras (Figure 5-1), separated by the inter-Andean valleys of the Cauca and Magdalena Rivers.

Figure 5-1: Andes mountains in Colombia

Sources: Freeworldmaps.com

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Geology

The Santa Rosa Project lies within the Precambrian Chicamocha terrane (Figure 5-2)., which represents the oldest rocks in the realm and is composed of quartz-feldspathic gneisses, migmatites and granulites. This terrane has been superimposed by Jurassic age magmatic arc segments, including the San Lucas, Ibagué and Segovia blocks, as well as other Cretaceous, Paleocene, Pleistocene and recent magmatism, all of which dominate the geology of the Central Cordillera. The Santa Rosa Project specifically sits on the eastern limit of the San Lucas block, also known as the Serranía de San Lucas/San Lucas Range ("SLR").

Figure 5-2: Tectonic realms of north-western Colombia

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Geology

Sources: Leal-Mejía et al., 2019

The SLR comprises two major batholiths (collectively, the San Lucas Batholiths), the Norosí (Guamocó) in the south and central SLR and San Martín in the north (Leal-Mejía et al., 2019). Both are considered to have been emplaced between 201-174 Ma based on U-Pb zircon age dating, and are found on the western side of the SLR. The eastern side is formed of similarly aged volcano and volcano-sedimentary deposits associated with the Norosí batholith, named the Noreán Formation. The Noreán Formation is composed of andesite flows and felsic pyroclastic rocks with associated diorite dykes and flesic plugs (Leal-Mejía et al., 2019).

The SLR is bound to the west by the Palestina – El Barge faults, to the north by the Espiritu Santo fault, to the south by the Cimitarra Fault, and to the east by the lowlands of the Middle Magdalena Valley Basin (MMVB).

5.2 Local Geological Setting

Limited information is available on the local geology of the Santa Rosa Project. It is understood that 1:100,000 scale geological mapping is available for the region compiled by the Colombian Geological Survey (Servicio Geológico Colombiano, "SGC"), however this has not been available for review.

Regional geological mapping is available for the project area and is shown in Figure 5-3. Mapping indicates that the Santa Rosa 1 and 2 permits are underlain entirely by Noreán Formation rocks, described as sandstones, siltstones and limestones intercalated with tuffs, breccias, agglomerates, and rhyolitic to andesitic lavas. The Santa Rosa 3 permit is also mostly underlain by Noreán formation rocks, except along its eastern margin where gypsiferous shales, cherts, limestones, and sandstones are mapped.

Other mapped lithologies in the area include:

the Las Brisas extrusives unit described as andesite domes, lavas and pyroclastic and volcanic breccia flows;
the Real Formation feldspathic and lithic sandstones, claystones and conglomerates with fragments of andesites and dacites;
the Norosí batholith granodiorites, syenogranites, tonalites and monzonites;
grey mudstones with intercalations of limestones, arenites and coal; and
Quaternary age gravels and alluvium associated with the Magdalena River.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Geology

Sources: Colombia Geological Atlas, 2015

A report by local geologists, Fernandez & Puerta (2019), has been provided by the Company, however much of the description of local geology appears to be based on published literature rather than direct observation. No geological mapping is provided therefore the location, distribution and abundance of the various rocks is unknown. Regardless, three units are described; the Norosí granite, the Noreán volcanoclastic unit, and porphyritic andesites. The following sections summarise a translation of the provided descriptions.

5.2.1 Norosí granite

The Norosí Granite is described as having a composition of mainly quartz crystals, plagioclase, potassium feldspar, biotite and hornblende. The granite outcrops occur as high to medium mountains with rounded tops and moderate to steep slopes.

5.2.2 Noreán volcanoclastic unit

The Noreán is described as comprising acidic lavas and volcanic breccias, lahars and pyroclasticites, and basic lavas volcanic rocks. These rocks have also been intruded by basalts and lamprophyres.

Rocks of the Noreán formation are reported to generate steep to moderate hills with ridgelines generally orientated northeast-southwest.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Geology

5.2.3 Porphyritic andesites

The porphyritic andesites are reported to post-date the main volcanic events of the Noreán formation. In 2019, geologists visiting the Santa Rosa mining area of the west centre of the municipality of Santa Rosa sur, Bolivar department, on behalf of Cooperativo Minero de Norte de Santander SAS. During the visit they reportedly observed rocks associated with artisanal mining areas in the west of the region described as having feldspar and quartz phenocrysts (Figure 5-4) and being related to copper porphyry style mineralisation.

Figure 5-4: Porphyritic andesite with feldspar phenocrysts

Sources: Fernandez & Puerta, 2019

5.2.4 Structural Setting

Regional geological mapping indicates that the project area lies between two major northeastsouthwest trending, dextral strike slip faults: the Las Brisas Fault and the San Blas Fault. Whilst there are no faults mapped within the permit area, topographic relief indicates that there are a number of minor faults crossing the area sub-parallel to these major structures.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Geology

5.3 Mineralisation

No mineralisation has yet been identified within the applied for Santa Rosa Project permits. The following summary of mineralisation within the SLR is intended to provide some indication of the type of mineralisation to be explored for within the permits, however there is no certainty that exploration will be successful.

Au-Ag and Cu±Mo mineralisation is associated with all of the Jurassic-age granitoid suites in Colombia, however radiometric dating shows that mineralisation in some cases significantly postdates the cooling history of the associated suite (Shaw et al., 2019). Mineralisation associated with the San Lucas Batholiths is however considered to be of Jurassic age, and includes examples of intrusion-related gold deposits, porphyry related mineralisation and epithermal deposits. These deposit-types are considered to have a fundamental genetic relationship with magmatic fluids derived from a host and/or nearby magmatic intrusion (Shaw et al., 2019).

The San Lucas Batholiths and associated Noreán Formation rocks are known to host widespread and abundant gold mineralisation, and collectively the area is commonly referred to as the San Lucas Gold Province (Shaw et al., 2019). Whilst exploitation of alluvial gold along the margins of the San Lucas Range ("SLR") date from pre-Colombian times, the region remains an active generative target with large tracks of land, especially in the south, essentially unexplored. Artisanal gold workings and mineral occurrences are distributed along the entire length of the SLR, however they are particularly concentrated in the north and to the west of Project area (Figure 5-5). This is however more likely a reflection of the better access from the Magdalena River, the recessed topography, and the drier climate that benefits outcrop preservation.

Gold deposits in the region are dominated by intrusion-related occurrences and by epithermal deposits. A spatial continuum is seen between the deposits styles both vertically, where there mineralisation passes from epizonal plutonic environments within the Norosí and San Martin Batholiths into the overlying volcanosedimentary package, and laterally, where mineralisation with roots within batholiths can be traced along conduits into adjacent volcanosedimentary rocks. Deposit types manifest in numerous styles of Au-Ag±Cu-Pb-Zn (±As-Bi-Sb) mineralisation, including as veins, vein swarms, stockworks and breccias in plutonic rocks and as contact zone replacements, veins, mantos and stratiform replacements in volcanosedimentary rocks (Shaw et al., 2019). The styles recognised in the SLR are too numerous to describe individually but can be broadly categorised and summarised as below (after Shaw et al., 2019).

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Geology

5.3.1 Volcanosedimentary-hosted epithermal occurrences

This style of mineralisation is considered the most likely to be potentially present at the Santa Rosa Project based on associated geology and stratigraphic position.

Mineralisation commonly associated with Jurassic felsic domes along the eastern margin of the San Lucas range.
Base metal associations are variable, with systems ranging from Au-Ag only to Au-Ag (±Pb-Zn-Cu).
Vein and breccia fillings consist of abundant sulphides including pyrite, sphalerite, galena, chalcopyrite and locally arsenopyrite and tetrahedrite, accompanied by quartz ± carbonate.
Wallrock alteration in the volcanic sequences is dominated by strong sericitization proximal to mineralized structures, within tens-of-metre haloes containing illite+pyrite and locally kaolinite. Late chlorite and epidote are recorded more distally.

5.3.2 Intrusive-related Au occurrences

Generally bound within broad corridors containing veins, vein swarms and breccias.
Hosted within metasomatized and hydrothermally altered intrusive rocks.
Individual corridors may exceed 50 m width and may be traceable for kilometres along strike.
Individual veins within these corridors may reach 10 m true width, but are typically 0.5-2 m.
Au grade may exceed 10 g/t.
Wallrock alteration and mineralisation paragenesis is prolonged and complex, containing abundant Cu/Zn/Pb/As sulphides, tourmaline, magnetite, quartz variants and sulphosalts formed over four stages of mineralisation.

5.3.3 Basement-hosted mineralisation

Basement-hosted mineralisation has been identified to the west of the Project area. Currently there is no evidence for this style of mineralisation within the Project area and its likelihood is considered low but unconfirmed.

Includes mineralisation as described above hosted by xenoliths or roof pendants of intermediate to mafic orthogneiss.
Centimetre- to decimetre-scale alteration halos encompass veins and breccias in some occurrences, marked by silica with moderate to strong sericite and patchy adularia replacing wall rock.
Basement-hosted mineralisation also recognised on the western contact of the Norosí batholith with the basement.
Veins trend broadly N-S within districts recognised over 25 km long.
Most veins are developed within 0.5-5 km of the batholith contact but may also be developed along the contact itself.
Mineralisation paragenesis is relatively simplistic, with typically only two stages of paragenesis recognised.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Geology

Associated with metre-wide zones of brecciation and veinlet formation. Veins typically 0.2-5 m wide (1 m average), with individual veins traced for approximately 500 m.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Exploration History

6 Exploration History

SRK ES is unaware of any formal exploration of the Santa Rosa permits. It is possible that these permits have been explored by local artisanal miners given the extensive artisanal mining communities in the wider region.

The permits were covered by a regional airborne magnetic survey in 2016, commissioned by the SGC (SGC, 2021b). The data is of limited resolution but has been processed by the SGC to interpret a series of "anomalous" zones. The criteria for these anomalies are unknown, but some lie along the eastern edge of the Santa Rosa 2 permit.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Exploration

7 Exploration

No exploration of the Santa Rosa Project has been undertaken by Ronin Resources Ltd.

7.1 Recommended Exploration

Based on an indication of budget and exploration outline as provided by Ronin for the Santa Rosa Project, SRK ES have, with Ronin, developed a high-level programme and budget breakdown for an initial exploration programme. A review of public domain data is proposed to improve geological understanding of the project with the aim of identifying exploration targets for follow-on fieldwork. The budget only includes estimates for costs which may be incurred, such as accommodation, travel, security, consultant fees, survey and laboratory analysis fees and logistics costs as their detail are currently unknown and challenging to estimate at this early stage. These estimates are presented in Section 7.2.

As outlined in Section 4.2, during the application process for a mining concession, the applicant is permitted to conduct exploration activities with some limitations.

SRK ES recommend a phased exploration programme, limiting financial and exploration risk by creating a series of evidence-based decision points. Phase 1 consists of three stages consisting of desk-based research, ground reconnaissance and airborne geophysics. Progression to any subsequent phases of exploration is dependent on successful or prospective results being generated in preceding phase(s), the availability of funds and the concession applications having been granted. The proposed exploration programme is summarised in the following sections:

7.1.1 Phase 1a – Desktop evaluation and target generation

This initial phase of work will focus on compilation and review of available reports and data for the project and surrounding region. This may include:

Published geological data from the Colombian Geological Survey;
Exploration data and reports from mining and exploration companies in the local area;
Reports on artisanal mining in the region;
Scientific literature and accompanying data;
Satellite remote sensing imagery (e.g. ASTER, Sentinel-2, SRTM).

These data should be reviewed to identify key structures, surface features or known occurrences within the region from which a series of targets suitable for follow-up reconnaissance exploration can be generated.

Exploration techniques successfully utilised by other exploration companies in the area may also be reviewed. Where proven to be of value, additional project-scale exploration surveys may be commissioning, such as airborne geophysical surveys or satellite (multispectral) remote sensing studies.

This phase of work is likely to include some logistical planning and review of other factors such as project security.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Exploration

7.1.2 Phase 1b – Reconnaissance site visit

On completion of the desktop review, a reconnaissance visit should be made to the Project to validate remote targets and identify additional targets that may have otherwise been missed. This site visit can also be used to better determine logistical requirements such as supply chains, accommodation and labour sources, as well building relationships and implementing the early stages of the Company's Community & Social Programs.

Locals with knowledge of artisanal mining activity should be consulted, and if there are workings within the permit areas it is important to establish the location, ownership and, if possible, the success of the mines. This information can be used to refine and prioritise targets for further exploration. Artisanal workings outside of the Project area are also of interest, as these may operate along strike of structures that continue into the Santa Rosa permits.

Exploration sampling may be considered where suitable, and if suitable target areas or area of known mineralisation are identified, an orientation soil geochemical programme may be considered. Samples collected as part of this programme can be used to establish the suitability of the various analytical techniques (e.g. ionic leach, mobile metal ion, fire assay, ICP-MS), size fractions and soil horizons.

7.1.3 Phase 1c - Regional Geophysical Surveying – Airborne and Ground based

Airborne geophysical techniques are to be considered for regional exploration, such as airborne magnetic and radiometric surveys. Additional or alternative geophysical surveys (airborne and/or ground based) may be useful as determined by the findings from the desk study and reconnaissance field exploration results.

7.1.4 Next Phase Exploration

The general activities which may be involved in subsequent phases of exploration are listed and summarised below. The exploration activities and their prioritisation will require refining based on the specific results of the preceding Phase. As such, a budget for next phase exploration has not been estimated as the number or size of targets and exploration activities required are undefined.

Geological Mapping

Reconnaissance geological mapping of the permits and surrounding areas will aid the understanding and contextualisation of the geology and mineral potential of the project. Specific attention should be paid to the known mineralisation areas, and to structural trends, geological contacts or lithologies that have demonstrated mineralisation potential either in the local area or at a regional scale. This may include faults or a particular age and orientation or veining with a certain alteration style or composition. It is also recommended that remote sensing analytical techniques are employed to supplement the mapping and sampling data.

Stream Sediment Geochemistry

Samples should be collected from drainage channels to establish prospective watersheds and refine areas for more detailed exploration. Samples can be collected for laboratory analysis; however, samples may be panned in the field to rapidly identify the presence of gold mineralisation. Panning can be combined with the use of a portable X Ray Fluorescence machine (pXRF), to rapidly process samples in the field.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Exploration

Soil Geochemical Sampling

Soil geochemical sampling programmes can be designed at a range of spacings to assess areas from regional to target-specific scales. If an orientation survey was not completed as part of the reconnaissance sampling campaign, this should be undertaken prior to the start of sampling to establish the most effective sampling and analytical methods for the Project. Again, use of a pXRF may assist in the rapid processing of samples in the field.

Geophysical Surveying – Airborne and Ground based

If specific targets have been identified from previous work, ground geophysical surveying as well as surveys carried out by drones may be used at a local scale to investigate these targets. As many of the mineralisation styles identified in the region have a strong association with sulphides there are a range of magnetic and electromagnetic techniques that may be applicable, including ground magnetics, Induced Polarisation (IP) and resistivity/chargeability.

Passive seismic tomography surveying may also be useful to target deep controlling structures and potentially model alteration halos, especially if other exploration or research has indicated potential for porphyry style mineralisation.

Sub-Surface Sampling

Should suitable targets be identified through the fieldwork and geophysics, a trenching, pitting or auger drilling programme to better define the targets and/or structures may be undertaken prior to any scout or resource drilling programme. The sub-surface sampling will allow fresh "in-situ" samples to be collected that can provide continuous and reliable surface data for grade variations across the target area. Trenching and/or pitting can also be used to reveal the strike or dip extensions of structures or formations already identified.

This data can be used to correlate to subsurface grade information from future drilling, and therefore provide more control on grade variation and distribution.

7.2 Exploration Budget and Approximate Schedule

Based on the exploration programme outline for the Santa Rosa Project, SRK ES have provided support to Ronin to further develop the phase costs and a conceptual schedule for an initial exploration programme (Phase 1), these are presented in Table 7-1 and Figure 7-1 respectively.

It should be noted that the work program and estimated budget, along with the timeline are highly dependent on several factors including; the availability of project funding and geological staff, project logistics, security, geological assay results, turn-around-times and the availability, cost and mobilisation time for an airborne geophysical survey.

The progression of the project into a next phase would be conditional upon positive results from Phase 1 being generated, the availability of funds and the concession applications having been granted. (i.e. their conversion into mining contracts).

As the Company does not currently have a technical team, the budget assumes that the work for Phases 1 will likely be undertaken by a consultancy/independent geologist(s) and service providers.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Exploration

The schedule presented for this programme is not fixed, and instead attempts only to outline the number of months which may be required to undertake the various exploration activities and demonstrate which activities can be undertaken in parallel. The schedule covers Phases 1a to 1c.

Phase 1	Item	Budget (AUD)	Comments
Phase 1a	Exploration data purchase	4,020	This may include Satellite Remote Sensing products or data.
	Consultant report	16,080	Data compilation, databasing, digitising, maps and interpretation – reporting and target generation.
	Security and logistical assessment	8,040	Assess security of the local area and wider region. Organise insurance, medevac cover and other appropriate assurances to support exploration.
	Sub-total	28,140
Phase 1b	Travel, logistics and security	20,100	International and internal flights, accommodation and vehicle hire.
	Fieldwork	73,700	Exploration Geologists – reconnaissance, mapping and sampling.
	Local staffing	16,080	Logistical support, drivers, guides/field hands.
	Geochemistry	13,400	Preparation and analysis of samples collected during reconnaissance. Additional sampling may be required.
	Community & Social Programs	6,700
	Reporting and recommendations	26,800	Data compilation, databasing/digitising, maps and interpretation. Exploration programme design for next phase as appropriate.
	Project Overheads & Permitting – Year 1	33,500	Local administration, permitting and licencing including budget for property taxes.
	Sub-total	190,280
Phase 1c	Airborne Geophysics	160,800	Regional airborne geophysical survey.
	Sub-total	160,800
	Phase 1 Sub-total	379,220
	Contingency (15%)	56,880
	TOTAL AUD (est.)	436,100

Table 7-1: Estimated exploration budget – Phase 1

SRK ES has reviewed the planned work programs and the amounts allocated to those programs. Based on its review, SRK ES is of the opinion that the programs are reasonable for the purpose of advancing the Santa Rosa Project and the funds allocated by the Company should be sufficient to sustain the planned exploration activities over a 12-18 month budget period.

	Figure 7-1: Conceptual exploration schedule based on outlined exploration programme

Phase	Item		Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12
Phase 1a	Data Compilation and Reporting
	Security Assessment
	Fieldwork preparation and logistics
	Reconnaissance fieldwork, Community & Social
	Phase 1b Sample analysis
	Reporting and recommendations
	Permit Approval
Phase 1c	Airborne Geophysics
	Reporting and recommendations

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Adjacent Properties

8 Adjacent Properties

A number of other mining and exploration permits are held or are under application in the vicinity of Santa Risa del Sur, as shown in Figure 8-1.

There permits appear to be held or are under application by local mining companies and individual persons and as such there is no information publicly available on the activities within these permits.

Figure 8-1: Adjacent exploration and mining properties

Sources: ANNA Mineriá, 2021

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Other Relevant Information

9 Other Relevant Information

SRK ES is unaware of any other relevant information that would affect the tenure or ownership of the Santa Rosa Project.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Conclusions and Recommendations

10 Conclusions and Recommendations

10.1 Conclusions

The Santa Rosa Project sits on the eastern limit of the San Lucas block, also known as the Serranía de San Lucas/San Lucas Range ("SLR"). The SLR comprises two major batholiths, the Norosí (Guamocó) in the south and central SLR and San Martín in the north (collectively, the San Lucas Batholiths). The San Lucas Batholiths and associated Noreán Formation rocks are known to host widespread and abundant gold mineralisation which have been exploited for alluvial gold since pre-Colombian times. However, the majority of significant gold occurrences and artisanal gold workings are along the entire western side of the SLR and particularly concentrated in the north. This may be largely due to access rather than a true reflection of prospectivity. The significant artisanal mining community and known deposits to the west are a good indication that the project area is worthy of exploration.

Three main mineralisation styles are recognized in the region and can be used to direct early-stage exploration over the Santa Rosa Project:

Volcano-sedimentary hosted epithermal
Intrusive related gold occurrences
Basement-hosted mineralisation

Porphyritic andesites have been observed associated with artisanal mining areas towards the west of the region and are potentially related to copper porphyry style mineralisation. These have not been witnessed within the project area.

Many of the mineralisation styles identified in the region have a strong association with sulphides which lend themselves to both airborne and ground based geophysical exploration techniques.

The Project Area is considered at a very early stage of exploration and, as far as is known, the Project area and surroundings have never been subject to detailed systematic exploration using remote sensing, geochemical and geophysical methodologies. The region therefore remains an active generative target within regionally prospective geology and with large tracks of unexplored land, especially in the south,

SRK ES notes that although the lack of geological data and artisanal workings within the Project area may be considered a geological risk, it may constitute an opportunity to identify as yet undiscovered mineralisation using modern exploration methods. There are however more considerable risks than the geological risk, including political and security. Colombia continues to be rated as a high-risk mining jurisdiction (S&P rating) and the town of Santa Rosa and surrounding region are known to harbour multiple armed groups and drug cartels, often involved in alluvial gold mining.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Conclusions and Recommendations

10.2 Recommendations

The concessions under application by Ronin present a very early-stage exploration project for potential gold and base metals sulphide mineralisation. They are considered by SRK ES to be suitable for follow up exploration work.

SRK ES considers that the initial Phase exploration programme developed by Ronin with SRK ES's support is warranted for the Santa Rosa Project. This work is proposed to improve the geological understanding of the Santa Rosa Project with the aim of identifying exploration targets.

Phase 1a and 1b consisting of compilation of available technical and historic reports and data followed by ground reconnaissance and geophysics, should seek to validate the targets generated, identify potential new targets, better define the mineralisation style and potential of the Project and implement the Company's ESG programme. Proposed work includes:

Detailed search for historical exploration reports or exploration datasets that cover the Project area;
Remote Sensing multi-spectral data interpretation to assist in target generation and structural interpretation;
Reconnaissance site visit to verify the targets generated, collecting samples and begin to quantify the prospectivity of the permit;
Visit and map artisanal mining areas (within the project area and surroundings);
Logistics review of the region and project area; and
Conduct a detailed security review in advance of fieldwork and implement a programme of Community & Social engagement at an early stage.

The reconnaissance fieldwork should seek to confirm the geology and presence of sulphide mineralisation within the "anomalous zones" identified by the SGC geophysical data within the Santa Rosa 2 permit. Should the fieldwork correlate mineralisation with the anomalies or identify other suitable rock characteristics, a regional infill airborne magnetic and radiometric survey (Phase 1c) is to be carried out in order to:

Define and better understand regional structures and lithologies;
Provide for more detailed interpretation and target generation over the permit application areas;
Inform next phase exploration and planning.

The reconnaissance should entail investigating the potential for porphyry style mineralisation, passive seismic tomography surveying may be employed in order to assist in determining their presence at depth or beneath cover.

The Phase 1 desk study, reconnaissance fieldwork and airborne geophysics results will allow Ronin to define and prioritise target areas and select the most appropriate exploration methods going forward into the next phase of detailed geological fieldwork should this be justified.

The progression of the project into a subsequent phase(s) of exploration would be wholly conditional upon positive results from Phase 1 being generated, the availability of funds and the concession applications having been granted. (i.e. their conversion into mining concession contracts).

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Conclusions and Recommendations

It is SRK ES's opinion that the proposed exploration plan and estimated budget of AUD 436,100 and as presented in Table 7-1 is sufficient to undertake the initial assessment of the Santa Rosa Project.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Signatures

Signatures

This report, AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA, was prepared by

James Gilbertson Principal Exploration Geologist & Managing Director SRK Exploration Services Limited

and reviewed by

William Kellaway Principal Exploration Geologist and Chairman SRK Exploration Services Limited

All data used as source material plus the text, tables, figures, and attachments of this document have been reviewed and prepared in accordance with generally accepted professional engineering and environmental practices.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA References

References

Anna Minerá, 2021. Agencia Nacional de Minería El Alma Minera de Colombia. First accessed: 02/03/2021. URL: https://annamineria.anm.gov.co/.
Baker & McKenzie S.A.S Colombia. Solicitor's Report Cooperativo Minero de Norte de Santander and Potasio de Colombia S.A.S. (NIT: 900.532.339-9). Dated 21st October 2021.
Baker & McKenzie S.A.S Colombia. Due Diligence Report Cooperativo Minero de Norte de Santander and Potasio de Colombia S.A.S. (NIT: 900.532.339-9). Dated 21st October 2021.
Bogotá Post, 2020. Sur de Bolívar: New rules. Article by Gerald Barr. URL: https://thebogotapost.com/sur-debolivar-new-rules/43308/. Accessed 24/02/2021.
Cediel, F., 2019. Phanerozoic Orogens of Northwestern South America: Cordilleran-Type Orogens. Taphrogenicectonics. The Maracaibo Orogenic Float. The Chocó-Panamá Indenter. Published in: Cediel, F. and Shaw, R. P. (eds), Geology and Tectonics of Northwestern South America, Frontiers in Earth Sciences, https://doi.org/10.1007/978-3-319-76132-9_5.
Fernandez, L. T., and Puerta, D. M., 2019. Informe Geologico de la Visita a la Zona Minera del Centro Occidente del Municipio de Santa Rosa Sur, Departamento de Bolívar. Report prepared for Cooperativo Minero de Norte de Santander SAS. In Spanish.
Echavarria, C., 2014. What is legal: formalising artisanal and small-scale mining in Colombia. IIED, London and ARM, Colombia, http://www.responsiblemines.org/wp-content/uploads/2017/05/What-is-legal-C-Echavarria.pdf
GEM, 2018. The Global Earthquake Model (GEM) Global Seismic Risk Map. Version 2018.1. URL: https://maps.openquake.org/map/global-seismic-risk-map. Accessed: 24/02/2021.
Geological Atlas of Colombia 2015. Scale 1:500 000. Colombian Geological Service, 26 plates. Bogotá. Compiled by Gómez, J., Montes, N.E., Nivia & Diederix, H.. Accessed via: http://srvags.sgc.gov.co/
Global Landslide Hazard Distribution and Frequency, 2005. Center for Hazards and Risks Research (CHRR), Columbia University; Center for International Earth Science Information Network (CIESIN), Columbia University; International Research Institute for Climate and Society (IRI), Columbia University. Palisades, NY: CHRR, Columbia University. URL: http://www.ldeo.columbia.edu/chrr/research/hotspots/coredata.html. Accessed 24/02/2021.
Grid Finder, 2021. Grid Finder Global Energy Infrastructure Map. First accessed: 02/03/2021. URL: https://gridfinder.org/.
GSMA, 2021. GSMA Network Coverage Maps. First accessed: 02/03/2021. URL: https://www.gsma.com/coverage/.
Kottek, M., J. Grieser, C. Beck, B. Rudolf, and F. Rubel, 2006: World Map of the Köppen-Geiger climate classification updated. Meteorol. Z., 15, 259-263. DOI: 10.1127/0941-2948/2006/0130.
Leal-Mejía, H., Shaw, R.P., and Draper, J. C. M., 2019. Spatial-Temporal Migration of Granitoid Magmatism and the Phanerozoic Tectono- Magmatic Evolution of the Colombian Andes. Published in: Cediel, F. and Shaw, R. P. (eds), Geology and Tectonics of Northwestern South America, Frontiers in Earth Sciences, https://doi.org/10.1007/978-3-319-76132-9_5.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA References

SGC, 2021. Visor de Datos Geográficos. First accessed: 02/03/2021. URL: https://srvags.sgc.gov.co/JSViewer/Visor_Integrado_Geoportal/.
SGC, 2021b. Integrated Information of Mineral Resources. First Accessed: 09/03/2021. URL: https://srvags.sgc.gov.co/JSViewer/Recursos_Minerales_Ingles/
Shaw, R. P., Leal-Mejía, H and and Draper, J. C. M., 2019. Phanerozoic Metallogeny in the Colombian Andes: A Tectono-magmatic Analysis in Space and Time. Published in: Cediel, F. and Shaw, R. P. (eds), Geology and Tectonics of Northwestern South America, Frontiers in Earth Sciences, https://doi.org/10.1007/978-3- 319-76132-9_5.
World Weather Online, 2021. Santa Rosa del Sur monthly climate averages, Bolivar. Accessed 02/03/2021. URL: https://www.worldweatheronline.com/santa-rosa-del-sur-weather-averages/bolivar-department/co.aspx
Zapata, J. V., Fajardo, D. and Caberra, M. A., 2017. Colombia Mineral Law. Published in: The Mining Law Review, Sixth Edition. edt. La Flèche, E. R.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Appendix

Appendix A JORC Table 1

recovery Logging Criteria	The JORC Code Table 1 is included as it provides additional context to the mineral assets and exploration concepts discussed within this mpling Techniques and Data Independent Geological Report. Sa Section 1	Commentary (Criteria in this section apply to all succeeding sections.) JORC Code explanation	No sampling has been undertaken. Santa Rosa Project • Nature and quality of sampling (eg cut channels, random chips, or specific specialised In cases where 'industry standard' work has been done this would be relatively simple industry standard measurement tools appropriate to the minerals under investigation, problems. Unusual commodities or mineralisation types (eg submarine nodules) may (eg 'reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay'). In other cases more explanation Aspects of the determination of mineralisation that are Material to the Public Report. may be required, such as where there is coarse gold that has inherent sampling such as down hole gamma sondes, or handheld XRF instruments, etc). These Include reference to measures taken to ensure sample representivity and the examples should not be taken as limiting the broad meaning of sampling. appropriate calibration of any measurement tools or systems used. warrant disclosure of detailed information. • • • • techniques Sampling	No drilling has been undertaken. • diamond tails, face-sampling bit or other type, whether core is oriented and if so, by Bangka, sonic, etc) and details (eg core diameter, triple or standard tube, depth of Drill type (eg core, reverse circulation, open-hole hammer, rotary air blast, auger, what method, etc). • techniques	No drilling has been undertaken. • Measures taken to maximise sample recovery and ensure representative nature of the sample bias may have occurred due to preferential loss/gain of fine/coarse material. Method of recording and assessing core and chip sample recoveries and results Whether a relationship exists between sample recovery and grade and whether assessed. samples. • • • Drill sample	No drilling has been undertaken. • Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies The total length and percentage of the relevant intersections logged. and metallurgical studies. photography. • • •	No sampling has been undertaken. • If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or If core, whether cut or sawn and whether quarter, half or all core taken. OCTOBER 2021  JAG/WFK SRK EXPLORATION SERVICES LTD  dry. • • Sub-sampling techniques
---------------------------------	-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	-----------------------------------------------------------------------------------------------------	-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

		JORC Code explanation	Commentary
and sample preparation	•	For all sample types, the nature, quality and appropriateness of the sample preparation technique.
	•	Quality control procedures adopted for all sub-sampling stages to maximise
	•	Measures taken to ensure that the sampling is representative of the in situ material representivity of samples.
		collected, including for instance results for field duplicate/second-half sampling.
	•	Whether sample sizes are appropriate to the grain size of the material being sampled.
assay data Quality of	•	The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.	No sampling has been undertaken. •
and	•	For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters
laboratory tests		used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.
	•	external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) Nature of quality control procedures adopted (eg standards, blanks, duplicates, and precision have been established.
Verification of	•	The verification of significant intersections by either independent or alternative	No sampling has been undertaken. •
sampling and		company personnel.
assaying	•	The use of twinned holes.
	•	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.
	•	Discuss any adjustment to assay data.
Location of	•	Accuracy and quality of surveys used to locate drill holes (collar and down-hole	No sampling has been undertaken. •
data points		surveys), trenches, mine workings and other locations used in Mineral Resource estimation.
	•	Specification of the grid system used.
	•	Quality and adequacy of topographic control.
Data spacing	•	Data spacing for reporting of Exploration Results.	No sampling has been undertaken. •
and	•	Whether the data spacing and distribution is sufficient to establish the degree of
distribution		geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied.
Orientation of	• •	Whether the orientation of sampling achieves unbiased sampling of possible Whether sample compositing has been applied.	No drilling or sampling has been undertaken. •
data in		structures and the extent to which this is known, considering the deposit type.
relation to	•	If the relationship between the drilling orientation and the orientation of key
geological structure		mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.
Sample security	•	The measures taken to ensure sample security.	No sampling has been undertaken. •

Audits or		Commentary
reviews	The results of any audits or reviews of sampling techniques and data. •	No sampling has been undertaken (no review or audits). •
Section 2	Reporting of Exploration Results
	(Criteria listed in the preceding section also apply to this section.)
Criteria	JORC Code explanation	Commentary
tenement and land tenure Mineral status	The security of the tenure held at the time of reporting along native title interests, historical sites, wilderness or national including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, Type, reference name/number, location and ownership with any known impediments to obtaining a licence to park and environmental settings. operate in the area. • •	18N02D05N12G, 0.012 km2) in the southwestern corner. The Agencia National Under the current Colombian Mining Code there is only one form of mining title Ronin anticipates approval of the applications for the three mining permits is to own, against the government, the right to enter into a concession contract. Vis minerals and concentrates and covers 835 cadastral cells for an area of 1,018 ha (10.18 km2). The Agencia National de Minería Tenure ID for the property is request or proposal for a concession, while in process, does not confer, on its areas are located in the foothills of the Serranía de San Lucas, Municipality of Article 16 of the Colombian Mining Code - Validity of the application. The first currently under application with the National Mining Agency. The concession (a mining concession contract) that covers both exploration and exploitation. minerals and concentrates and covers an area of 3,559 ha (35.59 km2). The party a right of priority or preference to obtain the concession if it meets the The Santa Rosa 1 permit application is held by Potasio de Colombia S.A.S The Santa Rosa 2 permit application is held by Potasio de Colombia S.A.S The Santa Rosa 3 permit application is held by Potasio de Colombia S.A.S à- vis other requests or vis- à-vis third parties, it only confers the interested be granted within 12 months. All permits were applied for in February 2021. minerals and concentrates and covers 1,019 cadastral cells for an area of (submitted on 14 February 2021). The application was submitted for gold (submitted on 12 February 2021). The application was submitted for gold (submitted on 19 February 2021). The application was submitted for gold The Santa Rosa Project consist of three mining concession, which are 1242 ha (12.32 km2). The permit does not include one cell (Cell ID Agencia National de Minería Tenure ID for the property is 501372. Santa Rosa Sur, Department of Bolivár in northern Colombia Mining titles are granted for an initial period of 30 years. Ronin Resources Ltd (owns Potasio de Colombia SAS.) de Minería Tenure ID for the property is 501358. legal requirements set for that purpose." 501360. • • • • • • •
SRK EXPLORATION SERVICES LTD 	OCTOBER 2021  JAG/WFK

Criteria	JORC Code explanation	Commentary
		conduct mineral prospection activities without any limitation, without the need During the application process for a mining concession, the applicant may applicant's prospection does not require the use of natural resources to secure any additional permits or authorizations, for so long as the •
done by other Exploration parties	Acknowledgment and appraisal of exploration by other parties. •	series of "anomalous" zones. The criteria for these anomalies are unknown but data is of limited resolution but has been processed by the SGC to interpret a commissioned by the (Servicio Geológico Colombiano (SGC), 2021b). The The permits were covered by a regional airborne magnetic survey in 2016, some lie along the eastern edge of the Santa Rosa 2 permit. •
Geology	Deposit type, geological setting and style of mineralisation. •	Project permits, Within the region the following gold mineralisation styles have siltstones and limestones intercalated with tuffs, breccias, agglomerates, and Three units are described; the Norosí granite, the Noreán volcanoclastic unit, Regional geological map indicates that the Santa Rosa 1 and 2 permits are Noreán formation rocks, except along its eastern margin where gypsiferous rhyolitic to andesitic lavas. The Santa Rosa 3 permit is mostly underlain by No mineralisation has yet been identified within the applied for Santa Rosa and porphyritic andesites (related to copper porphyry style mineralisation). underlain entirely by Noreán Formation rocks, described as sandstones, shales, cherts, limestones, and sandstones are mapped. been observed: • • •
		intrusion-related Au occurrences 
		volcanosedimentary-hosted epithermal occurrences 
		basement hosted mineralisation 
		plutonic rocks and as contact zone replacements, veins, mantos and stratiform (±As-Bi-Sb) mineralisation: as veins, vein swarms, stockworks and breccias in Regionally deposit types manifest in numerous styles of Au-Ag±Cu-Pb-Zn replacements in volcanosedimentary rocks (Shaw et al., 2019). •
Information Drill hole	A summary of all information material to the understanding elevation or RL (Reduced Level – elevation above sea of the exploration results including a tabulation of the following information for all Material drill holes: easting and northing of the drill hole collar down hole length and interception depth level in metres) of the drill hole collar dip and azimuth of the hole hole length. o o o o o •	No drilling has been undertaken. •

No other material exploration data is available for the Santa Rosa Project.
Not applicable
Not applicable
Not applicable
Not applicable
Commentary
•
•
•
•
•
Where aggregate intercepts incorporate short lengths of high
These relationships are particularly important in the reporting

techniques, maximum and/or minimum grade truncations (eg
survey results; bulk samples – size and method of treatment;
not practicable, representative reporting of both low and high
Other exploration data, if meaningful and material, should be
Appropriate maps and sections (with scales) and tabulations
of intercepts should be included for any significant discovery
reported, there should be a clear statement to this effect (eg
Where comprehensive reporting of all Exploration Results is
The assumptions used for any reporting of metal equivalent
being reported These should include, but not be limited to a
If the geometry of the mineralisation with respect to the drill
procedure used for such aggregation should be stated and
geotechnical and rock characteristics; potential deleterious
that the information is not Material and this exclusion does
If the exclusion of this information is justified on the basis
grade results and longer lengths of low grade results, the
Competent Person should clearly explain why this is the
some typical examples of such aggregations should be
observations; geophysical survey results; geochemical
plan view of drill hole collar locations and appropriate
In reporting Exploration Results, weighting averaging
cutting of high grades) and cut-off grades are usually
not detract from the understanding of the report, the
If it is not known and only the down hole lengths are
metallurgical test results; bulk density, groundwater,
grades and/or widths should be practiced to avoid
hole angle is known, its nature should be reported.
reported including (but not limited to): geological
misleading reporting of Exploration Results.
'down hole length, true width not known').
values should be clearly stated.
Material and should be stated.
or contaminating substances.
JORC Code explanation
of Exploration Results.
sectional views.
shown in detail.
case.
•
•
•
•
•
•
•
•
•
•
mineralisation
Relationship
aggregation
substantive
exploration
widths and
Balanced
Diagrams
intercept
between
reporting
methods
lengths

commercially sensitive. out drilling). • • Further work	extensions, including the main geological interpretations and The nature and scale of planned further work (eg tests for lateral extensions or depth extensions or large-scale step future drilling areas, provided this information is not Diagrams clearly highlighting the areas of possible	financial exposure and project risk. An initial phase of desk-based research Exploration work is to be undertaken in a phased approach in order to limit completed before moving into subsequent more detailed and expensive followed by reconnaissance fieldwork and airborne geophysics is to be •
		phases of exploration.
		Phase 1 can be summarised as:
		Multi-spectral remote existing datasets, utilising modern techniques. Identify reconnaissance sensing data study along with the reprocessing and reinterpretation of Phase 1a - Compilation of historical data and review. targets. 
		sampling, logistical observations. Update exploration targets and reporting. observations, validation of targets areas and mineralisation, preliminary Phase 1b – Reconnaissance fieldwork. Geological mapping and 
		Phase 1c - Airborne geophysical survey. Magnetics and radiometrics as appropriate, passive seismic tomography surveying (if research/results supports this approach), targeting and reporting. 
		The progression of the project into a next phase of exploration is conditional upon positive results from Phase 1 being generated, the availability of funds and the concession applications having been granted. (i.e. their conversion into mining concessions contracts).
mation and Reporting of Esti Section 3	Mineral Resources
	(Criteria listed in section 1, and where relevant in section 2, also apply to this section.)
JORC Code explanation Criteria		Commentary
Data validation procedures used. • • Database integrity	collection and its use for Mineral Resource estimation purposes.	Not applicable • Measures taken to ensure that data has not been corrupted by, for example, transcription or keying errors, between its initial
• • Site visits	Comment on any site visits undertaken by the Competent Person and the outcome of those visits. If no site visits have been undertaken indicate why this is the case.	No site visit undertaken •
• • • • • interpretation Geological	Confidence in (or conversely, the uncertainty of) the geological interpretation of the mineral deposit. The effect, if any, of alternative interpretations on Mineral Resource estimation. The use of geology in guiding and controlling Mineral Resource estimation. The factors affecting continuity both of grade and geology. Nature of the data used and of any assumptions made.	Not applicable •

Not applicable Commentary	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
• The extent and variability of the Mineral Resource expressed as length (along strike or otherwise), plan width, and depth below surface to the upper and lower limits of the Mineral Resource. JORC Code explanation •	• The nature and appropriateness of the estimation technique(s) applied and key assumptions, including treatment of extreme Estimation of deleterious elements or other non-grade variables of economic significance (eg sulphur for acid mine drainage In the case of block model interpolation, the block size in relation to the average sample spacing and the search employed. grade values, domaining, interpolation parameters and maximum distance of extrapolation from data points. If a computer The availability of check estimates, previous estimates and/or mine production records and whether the Mineral Resource The process of validation, the checking process used, the comparison of model data to drill hole data, and use of assisted estimation method was chosen include a description of computer software and parameters used. Description of how the geological interpretation was used to control the resource estimates. Discussion of basis for using or not using grade cutting or capping. Any assumptions behind modelling of selective mining units. The assumptions made regarding recovery of by-products. Any assumptions about correlation between variables. estimate takes appropriate account of such data. reconciliation data if available. characterisation). • • • • • • • • • •	• Whether the tonnages are estimated on a dry basis or with natural moisture, and the method of determination of the moisture content. •	• The basis of the adopted cut-off grade(s) or quality parameters applied. •	• extraction to consider potential mining methods, but the assumptions made regarding mining methods and parameters when Assumptions made regarding possible mining methods, minimum mining dimensions and internal (or, if applicable, external) mining dilution. It is always necessary as part of the process of determining reasonable prospects for eventual economic Where this is the case, this should be reported with an estimating Mineral Resources may not always be rigorous. explanation of the basis of the mining assumptions made. •	• The basis for assumptions or predictions regarding metallurgical amenability. It is always necessary as part of the process of assumptions regarding metallurgical treatment processes and parameters made when reporting Mineral Resources may not determining reasonable prospects for eventual economic extraction to consider potential metallurgical methods, but the Where this is the case, this should be reported with an explanation of the basis of the metallurgical always be rigorous. assumptions made. •	• Where these aspects have not been considered this should be reported with an While at this stage the determination of potential environmental impacts, particularly for a greenfields project, may not always be well advanced, the status of early consideration of these potential Assumptions made regarding possible waste and process residue disposal options. It is always necessary as part of the process of determining reasonable prospects for eventual economic extraction to consider the potential environmental explanation of the environmental assumptions made. impacts of the mining and processing operation. environmental impacts should be reported. •	• Whether assumed or determined. If assumed, the basis for the assumptions. If determined, the method used, whether wet or dry, the frequency of the measurements, the nature, size and representativeness of the samples. OCTOBER 2021  JAG/WFK SRK EXPLORATION SERVICES LTD  •
Dimensions Criteria	and modelling Estimation techniques	Moisture	parameters Cut-off	Mining factors assumptions or	Metallurgical assumptions factors or	tal factors or Environmen assumptions	Bulk density

	JORC Code explanation	Commentary
	The bulk density for bulk material must have been measured by methods that adequately account for void spaces (vugs, Discuss assumptions for bulk density estimates used in the evaluation process of the different materials. porosity, etc), moisture and differences between rock and alteration zones within the deposit. • •
Classification	reliability of input data, confidence in continuity of geology and metal values, quality, quantity and distribution of the data). Whether appropriate account has been taken of all relevant factors (ie relative confidence in tonnage/grade estimations, The basis for the classification of the Mineral Resources into varying confidence categories. Whether the result appropriately reflects the Competent Person's view of the deposit. • • •	Not applicable •
Audits or reviews	The results of any audits or reviews of Mineral Resource estimates. •	Not applicable •
Discussion of confidence accuracy/ relative	The statement should specify whether it relates to global or local estimates, and, if local, state the relevant tonnages, which Where appropriate a statement of the relative accuracy and confidence level in the Mineral Resource estimate using an These statements of relative accuracy and confidence of the estimate should be compared with production data, where geostatistical procedures to quantify the relative accuracy of the resource within stated confidence limits, or, if such an approach is not deemed appropriate, a qualitative discussion of the factors that could affect the relative accuracy and should be relevant to technical and economic evaluation. Documentation should include assumptions made and the approach or procedure deemed appropriate by the Competent Person. For example, the application of statistical or confidence of the estimate. procedures used. available. • • •	Not applicable •
Section 4	mation and Reporting of Ore Reserves Esti
Criteria	(Criteria listed in section 1, and where relevant in sections 2 and 3, also apply to this section.) JORC Code explanation	Commentary
conversion to Ore Reserves estimate for Resource Mineral	Clear statement as to whether the Mineral Resources are reported additional to, or inclusive of, the Ore Reserves. Description of the Mineral Resource estimate used as a basis for the conversion to an Ore Reserve. • •	Not applicable •
Site visits	Comment on any site visits undertaken by the Competent Person and the outcome of those visits. If no site visits have been undertaken indicate why this is the case. • •	Not applicable •
Study status	The Code requires that a study to at least Pre-Feasibility Study level has been undertaken to convert Mineral Resources to Ore Reserves. Such studies will have been carried out and will have determined a mine plan that is technically achievable The type and level of study undertaken to enable Mineral Resources to be converted to Ore Reserves. and economically viable, and that material Modifying Factors have been considered. • •	Not applicable •
parameters Cut-off	The basis of the cut-off grade(s) or quality parameters applied. •	Not applicable •

Not applicable Commentary	Not applicable	Not applicable Not applicable	Not applicable	Not applicable
• The assumptions made regarding geotechnical parameters (eg pit slopes, stope sizes, etc), grade control and pre-production The choice, nature and appropriateness of the selected mining method(s) and other mining parameters including associated The method and assumptions used as reported in the Pre-Feasibility or Feasibility Study to convert the Mineral Resource to The manner in which Inferred Mineral Resources are utilised in mining studies and the sensitivity of the outcome to their an Ore Reserve (i.e. either by application of appropriate factors by optimisation or by preliminary or detailed design). The major assumptions made and Mineral Resource model used for pit and stope optimisation (if appropriate). The infrastructure requirements of the selected mining methods. design issues such as pre-strip, access, etc. The mining recovery factors used. Any minimum mining widths used. The mining dilution factors used. JORC Code explanation inclusion. drilling.	• For minerals that are defined by a specification, has the ore reserve estimation been based on the appropriate mineralogy to The nature, amount and representativeness of metallurgical test work undertaken, the nature of the metallurgical domaining which such samples are considered The metallurgical process proposed and the appropriateness of that process to the style of mineralisation. Whether the metallurgical process is well-tested technology or novel in nature. The existence of any bulk sample or pilot scale test work and the degree to applied and the corresponding metallurgical recovery factors applied. Any assumptions or allowances made for deleterious elements. representative of the orebody as a whole. meet the specifications?	• • (particularly for bulk commodities), labour, accommodation; or the ease with which the infrastructure can be provided, or characterisation and the consideration of potential sites, status of design options considered and, where applicable, the The status of studies of potential environmental impacts of the mining and processing operation. Details of waste rock The existence of appropriate infrastructure: availability of land for plant development, power, water, transportation status of approvals for process residue storage and waste dumps should be reported. accessed.	• The basis for forecasting or source of treatment and refining charges, penalties for failure to meet specification, etc. The derivation of, or assumptions made, regarding projected capital costs in the study. The allowances made for royalties payable, both Government and private. Allowances made for the content of deleterious elements. The methodology used to estimate operating costs. The source of exchange rates used in the study. Derivation of transportation charges.	• The derivation of assumptions made of metal or commodity price(s), for the principal metals, minerals and co-products. The derivation of, or assumptions made regarding revenue factors including head grade, metal or commodity price(s) exchange rates, transportation and treatment charges, penalties, net smelter returns, etc. OCTOBER 2021  JAG/WFK
• • • • • • • • • Mining factors assumptions Criteria or	• • • • • • Metallurgical assumptions factors or	• • Infrastructure Environmen tal	• • • • • • • Costs	SRK EXPLORATION SERVICES LTD  • • Revenue factors

Criteria	JORC Code explanation	Commentary
Market	The demand, supply and stock situation for the particular commodity, consumption trends and factors likely to affect supply •	Not applicable •
assessment	For industrial minerals the customer specification, testing and acceptance requirements prior to a supply contract. A customer and competitor analysis along with the identification of likely market windows for the product. Price and volume forecasts and the basis for these forecasts. and demand into the future. • • •
Economic	The inputs to the economic analysis to produce the net present value (NPV) in the study, the source and confidence of these NPV ranges and sensitivity to variations in the significant assumptions and inputs. economic inputs including estimated inflation, discount rate, etc. • •	Not applicable •
Social	The status of agreements with key stakeholders and matters leading to social licence to operate. •	Not applicable •
Other	To the extent relevant, the impact of the following on the project and/or on the estimation and classification of the Ore Reserves: •	Not applicable •
	The status of governmental agreements and approvals critical to the viability of the project, such as mineral tenement status, approvals will be received within the timeframes anticipated in the Pre-Feasibility or Feasibility study. Highlight and discuss and government and statutory approvals. There must be reasonable grounds to expect that all necessary Government The status of material legal agreements and marketing arrangements. Any identified material naturally occurring risks. • • •
Classification	the materiality of any unresolved matter that is dependent on a third party on which extraction of the reserve is contingent. The basis for the classification of the Ore Reserves into varying confidence categories. •	Not applicable •
	The proportion of Probable Ore Reserves that have been derived from Measured Mineral Resources (if any). Whether the result appropriately reflects the Competent Person's view of the deposit. • •
Audits or reviews	The results of any audits or reviews of Ore Reserve estimates. •	Not applicable •
Discussion of confidence accuracy/ relative	Where appropriate a statement of the relative accuracy and confidence level in the Ore Reserve estimate using an approach The statement should specify whether it relates to global or local estimates, and, if local, state the relevant tonnages, which deemed appropriate, a qualitative discussion of the factors which could affect the relative accuracy and confidence of the procedures to quantify the relative accuracy of the reserve within stated confidence limits, or, if such an approach is not or procedure deemed appropriate by the Competent Person. For example, the application of statistical or geostatistical should be relevant to technical and economic evaluation. Documentation should include assumptions made and the estimate. • •	Not applicable •
	Accuracy and confidence discussions should extend to specific discussions of any applied Modifying Factors that may have It is recognised that this may not be possible or appropriate in all circumstances. These statements of relative accuracy and a material impact on Ore Reserve viability, or for which there are remaining areas of uncertainty at the current study stage. confidence of the estimate should be compared with production data, where available. procedures used. • •

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Appendix

Appendix 	AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA
			SRK Exploration Services Ltd 12 St Andrews Crescent Cardiff, CF10 3DD United Kingdom
			+44 2920 233233
			[email protected] www.srk.com
			Reg No. 04929472


		Competent Person's Consent Form
	Pursuant to the requirements of ASX Listing Rules 5.6, 5.22 and 5.24 and
	Clause 9 of the JORC Code 2012 Edition (Written Consent Statement)

Report name

	An Independent Geological Report on the Santa Rosa Project, Colombia
	(Name or heading of Report to be publicly released) ('Report')
Ronin Resources Limited
(Company releasing the Report)
	Santa Rosa Project - Santa Rosa 1 (ID 501360), Santa Rosa 2 (ID 501358) and Santa Rosa 3 (ID 501372))
(Name of the deposit to which the Report refers)

28th October 2021
(Date of Report)

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Appendix

Statement

I,

James Andrew Gilbertson

(Insert full name(s))

confirm that I am the Competent Person for the Report and:

I have read and understood the requirements of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2012 Edition).
I am a Competent Person as defined by the JORC Code, 2012 Edition, having five years experience that is relevant to the style of mineralisation and type of deposit described in the Report, and to the activity for which I am accepting responsibility.
I am a Member or Fellow of The Australasian Institute of Mining and Metallurgy or the Australian Institute of Geoscientists or a 'Recognised Professional Organisation' (RPO) included in a list promulgated by ASX from time to time.
I have reviewed the Report to which this Consent Statement applies.

At the time of this reports completion and up to 12th September 2021, I was a full time employee of

SRK Exploration Services Limited

(Insert company name)

and have been engaged by

Ronin Resources Limited

(Insert company name)

to prepare the documentation for

Santa Rosa Project

(Insert deposit name)

on which the Report is based, for the period ended

28th October 2021

(Insert date of Resource/Reserve statement)

I have disclosed to the reporting company the full nature of the relationship between myself and the company, including any issue that could be perceived by investors as a conflict of interest.

I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in my supporting documentation relating to Exploration prospectivity.

AN INDEPENDENT GEOLOGICAL REPORT ON THE SANTA ROSA PROJECT, COLOMBIA Appendix

Consent

I consent to the release of the Report and this Consent Statement by the directors of:

Ronin Resources Limited

(Insert reporting company name)

Professional Membership: (insert organisation name)

The Geological Society, London

Signature of Witness:

Date: 28th October 2021

Membership Number:

1013644

CGeol, Geological Society, London

Steven Bateman Senior Exploration Geologist SRK Exploration Services Ltd. St Andrews Crescent Cardiff CF10 3DD UK

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Asia Pacific

October 21, 2021

Joseph Van Den Elsen Cooperativo Minero de Norte de Santander S.A.S.

Re.: Solicitor's Report - Cooperativo Minero de Norte de Santander

Dear Joseph,

We have been requested to report on: (i) the mining tenements and applications in which Cooperativo Minero de Norte de Santander S.A.S (the "Company") is a registered holder or applicant in the Republic of Colombia, as well as to the corporate structure of the Company, and (ii) the applications for mining concessions in which Potasio de Colombia S.A.S (the "PCSAS") is a registered holder or applicant in the Republic of Colombia, as well as to the corporate structure of PCSAS. The Company and PCSAS are wholly owned subsidiaries of Ronin Resources Limited ("Ronin"), an Australian public company which is seeking to conduct an initial public offering of its shares and list on the Australian Securities Exchange. This report is prepared for inclusion in a prospectus for the initial public offer of 25,000,000 shares in the capital of Ronin at an issue price of \$0.20 per share to raise \$5,000,000 (Prospectus).

Scope

This report includes: (i) conclusions on the corporate structure of the Company, PCSAS and their controlling entity (being Ronin); (ii) an analysis of application for mineral rights No. SJU-10121 filed by the Company with the Colombian National Mining Agency ("ANM") during 2017 (the "Application"); (iii) an analysis of the mineral rights being acquired by the Company, namely Mining Title No. FI3-152 (the "Mining Title"); (iv) an analysis of the applications for mineral rights filed by PCSAS with the ANM; and (v) a brief summary of the Colombian mining regulation.

This report is accurate as at the date the searches were performed. We have assumed the accuracy of all mining registry, commercial registry searches and other responses or information obtained from the authorities in Colombia. This report does not cover any third-party interests, including encumbrances or claims that are not apparent from the searches conducted and the information provided to us. We have assumed the accuracy and completeness of any instructions or information received by us. Unless apparent from the searches or information provided to us, we have assumed compliance with the obligations to maintain the Application and the Mining Title in good standing.

This report is given for the benefit of Ronin and the directors of Ronin in connection with the issue of the Prospectus and is not to be disclosed to any other person or used for any other purpose or

Baker & McKenzie S.A.S. is a member of Baker & McKenzie International.

Baker & McKenzie S.A.S. NIT: 900.532.339-9

Carrera 11 N ° 79-35, 9th floor Bogota Colombia

Tel: +57 1 634 1500 Fax: +57 1 376 2211 www.bakermckenzie.com

quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Executive summary

Subject to the contents of the report below, and further to our investigations, no material issues have been identified in relation to the Application or the Mining Title.

With regards to the transfer of the Mining Title to the Company, we do not anticipate any issues or material threats to arise in order to secure ANM's approval to the said transfer and as outlined in Section 3 of this Report, the Company is the beneficial owner and contractually empowered to perform exploration and development activities.

As the beneficial owner contractually empowered to perform exploration activities and as the holder of a land access and usage agreement, we do not anticipate the Company will have any issues in the execution of its proposed exploration activities,

* * * * *

REPORT

1. Corporate Structure of the Company

(a) Cooperativo Minero de Norte de Santander S.A.S. is a simplified stock corporation company legally incorporated under the laws of the Republic of Colombia, identified with N.I.T. 901.126.225-0.
(b) As per Minute No. 001, dated 24 October 2017, registered on 25 October 2017 under number 02270377 of the shareholders registration book IX, WAYNECORP S.A.S. was incorporated in Colombia as a simplified stock corporation (the "Company").
(c) As per Minute No. 003 of shareholders meeting, dated 3 April 2018, registered on 5 April 2018 under number 02318743 of the shareholders registration book IX, the Company changed its name from: WAYNECORP S.A.S. to: COOPERATIVO MINERO DE NORTE DE SANTANDER S.A.S.
(d) The Company's purpose includes the following activities: a) prospecting, exploration, exploitation, transportation, commercialization, distribution and sale of coal and any other mineral or mining resources; b) carry out any activity in relation to the mining industry, including, but not limited to, the exploration and exploitation of all types of mines and minerals; and c) additionally, it may perform any other economic, commercial or civil activity tendered both in Colombia and abroad, including the faculty to constitute loans.
(e) As per Minute No. 001 of shareholders meeting, dated 24 October 2017, registered on 25 October 2017 under number 02270377 of the shareholders registration book IX, Joseph Michael James Van Den Elsen was appointed as legal representative of the Company.
(f) As per certain Binding Heads of Agreement dated 12 September 2018, entered into by Gotham Mining Pty Ltd. and the Company, Gotham Mining Pty Ltd. acquired 100% of the shares in the Company, free from encumbrances.
(g) Gotham Mining Pty Ltd. is a company duly incorporated under the laws of Australia, identified with ACN 625 330 878 registered on 4 January 2018. Joseph Michael James Van Den Elsen is appointed as Director.
(h) On 28 October 2019 Gotham Mining Pty Ltd changed its name to CMN Mining Pty Ltd.
(i) On 4 May 2021 CMN Mining Pty Ltd converted from a proprietary company into a public company and changed its name to Ronin Resources Limited.

2. Corporate Structure of PCSAS

(a) Potasio de Colombia S.A.S. is a simplified stock corporation company legally incorporated under the laws of the Republic of Colombia, identified with N.I.T. 901.128.144-1.
(b) As per Minute No. 001, dated 31 October 2017, registered on 31 October 2017 under number 02272418 of the shareholders registration book IX, WAYNE ENTERPRISES S.A.S. was incorporated in Colombia as a simplified stock corporation (the "PCSAS").
(c) As per Minute No. 003 of shareholders meeting, dated 23 March 2018, registered on 26 March 2018 under number 02315644 of the shareholders registration book IX, the Company changed its name from: WAYNE ENTERPRISES S.A.S. to: POTASIO DE COLOMBIA S.A.S.
(d) The Company's purpose includes the following activities: a) prospecting, exploration, exploitation, transportation, commercialization, distribution and sale of mineral sands and any other mineral or mining resources; b) carry out any activity in relation to the mining industry, including, but not limited to, the exploration and exploitation of all types of mines and minerals; and c) additionally, it may perform any other economic, commercial or civil activity tendered both in Colombia and abroad, including the faculty to constitute loans.
(e) As per Minute No. 001 of shareholders meeting, dated 3 October 2017, registered on 31 October 2017 under number 02272418 of the shareholders registration book IX, Joseph Michael James Van Den Elsen was appointed as legal representative of the Company.
(f) As per certain Share Sale Agreement dated 1 December 2020, entered into by Joseph Van Den Elsen, CMN Mining Pty Ltd. and PCSAS, CMN Mining Pty Ltd. acquired 100% of the shares in PCSAS, free from encumbrances.
(g) CMN Pty Ltd. is a company duly incorporated under the laws of Australia, identified with ACN 625 330 878 registered on 4 January 2018. Joseph Michael James Van Den Elsen is appointed as Director.
(h) On 4 May 2021 CMN Mining Pty Ltd converted from a proprietary company into a public company and changed its name to Ronin Resources Limited.

3. Status of tenements and tenure rights of the Company

3.1 Applications for mineral rights

To date, the Company is the registered applicant for 4 mining concession contracts in Colombia prospective for coal, as follows:

Tenement	Application Date	Location	Register Holder	Status
SJU-10121	30 October 2017	Tibú - Norte de Santander	Cooperativo Minero de Norte de Santander	Active - pending approval
SK1-08231	1 November 2017	Tibú - Norte de Santander	Cooperativo Minero de Norte de Santander	Active - pending approval
TKQ-08451	26 November 2018	Tibú - Norte de Santander	Cooperativo Minero de Norte de Santander	Active - pending approval
UAB-08331	11 January 2019	Tibú - Norte de Santander	Cooperativo Minero de Norte de Santander	Active - pending approval

This report exclusively focuses on application for concession contract SJU-10121 (the "Application") since the Company has stated this is the most prospective area from all 4 applications. The Company considers the other 3 mining concessions Nos. SK1-08231, TKQ-08451 and UAB-08331 non-core and does not intend to pursue these applications further.

Per the Colombian Mining Code, the granting of mining exploration and exploitation rights is based on the "first come, first served" rule. As such, applicants that file a request over a certain free area (i.e., an area not subject to an existing mining concession) and for a certain mineral, have a prevalent right over new applications for the same area (with the only exception of areas declared as strategic by ANM¹ or for different minerals).

To this regard, Article 16 of the Mining Code provides the following:

By virtue of the above, applicants have the right to be granted a mining concession agreement over the area subject to a duly filed mining application, to the extent they comply with the legal requirements existing for that purpose, subject to objective verification thereof by ANM.

1 Rights to explore and exploit within strategic mining areas are awarded through bidding processes led by ANM and which are subject to special rules and procedures.

defines prospection activities as superficial studies, including surface mapping, geochemistry and geophysics.

The Application held by the Company is, as of the date of this report, current and valid, and under review by ANM. This means that the Company has a preferential right over the area of the Application. As soon as all the requirements set forth in the Mining Code are verified by ANM and complied with by the Company, the ANM would be obligated to grant the mining concession and enter into a mining concession agreement with the Company. The reason for this is that the decision whether or not to grant a mining concession in Colombia is not discretionary, but it rather depends on the objective verification of compliance of an exhaustive (restricted) list of legal requirements included in the Colombian Mining Code.

Currently, the Application held by the Company is under review by the ANM. Such review by ANM is in an advanced stage since ANM has already concluded a technical analysis and has confirmed that the Application is located on a 'free area' (i.e., areas that are not held by third parties or protected by third party rights). Legal and financial analysis of the Application is being completed by the ANM.

As per existing information, we do not anticipate that the Application will be rejected by the ANM and no material issues have been identified in relation to the Application.

3.2 Acquired rights derived from Mining Title No. FI3-152
(a) Purchase agreement and mining pledge over Mining Title No. FI3-152

On 29 April 2019, Diego Ivan Mojica Corchuelo and Jairo Vidal Cuellar Rodríguez (the "Sellers") and the Company entered into a mining title purchase agreement (the "Purchase Agreement"). Under the Purchase Agreement, the Company acquired from the Sellers all the rights derived from the Mining Title for a total value of two hundred thousand dollars of the United States of America (USD 200.000). By virtue of the Purchase Agreement, the Company has contractually acquired in a rightful way the rights derived from the Mining Title.

In order to guarantee the acquisition of the rights derived from the Mining Title a mining pledge (Prenda Minera) was constituted over the Mining Title in favor of the Company on 29 April 2019. This mining pledge was duly registered in the Registry of Guarantees over Movable Assets (Registro de Garantías Mobiliarias) on 9 May 2019.

This mining pledge secures the rights already contractually acquired over the Mining Title while the ANM formalizes the transfer of the said Mining Title to the Company. Hence the Company has not only filed for the transfer of the Mining Title but also has a prevalent and undisputed pledge over the Mining Title which would enable the Company to secure title to the Mining Title in case there is a breach or default of the sellers under the Purchase Agreement.

(b) Transfer of Mining Title No. FI3-152

Diego Ivan Mojica Corchuelo and Jairo Vidal Cuellar Rodríguez are the registered holders of Mining Title No. FI3-152, granted by the ANM, located in Tibú, Norte de Santander (Colombia) (the "Mining Title").

As per the Assignment Agreement dated 10 March 2021, Diego Ivan Mojica Corchuelo and Jairo Vidal Cuellar Rodríguez assigned the rights and obligations derived from the Mining Title to the Company. Such Assignment Agreement was filed with the ANM on 27 July 2021.

The assignment of mineral rights in Colombia is carried before the ANM, whom has the right to grant or deny such transfer. The Colombian National Development Plan 2018-2022 adopted by Law 1955, 2019, has simplified the mining concessions transfer process in more favourable terms for the concession holders by reducing the times and requirements for said transfers.

Mining concessions can be assigned or transferred to third parties for so long as:

(i) the third party acquiring the mining concession demonstrates the legal, financial and technical capacities provided in Resolution 352, 2018; and
(ii) the parties to the transfer submit a copy of the assignment agreement (or the corresponding acquisition agreement) to the ANM.

The ANM is granted a 30-day period to decide upon the request for the transfer of a mining concession. The concession holder does not have to be compliant with its regulatory obligations to perfect the transfer of the mining concession, and the acquirer of such mining concession, receives the mining concession as-is (e.g., in default, breach, etc.), thus assuming all present and future obligations with the ANM.

Currently, the assignment process of the Mining Title is under review by the ANM. We would expect the ANM to complete the transfer of the Mining Title to the Company in no more than 12 months since ANM commonly requests additional information (hence the initial 30-day approval term lengthens).

Although the transfer of the Mining Title has not been approved by ANM as of the date of this report, the Company has an irrevocable power of attorney that confers the right to act on behalf of the owners of the Mining Title.

Accordingly, the Company is the beneficial owner of the Mining Title and contractually empowered to complete exploration and development activities.

4. Status of tenements and tenure rights of PCSAS

To date, the Company is the registered applicant for 3 mining concession contracts in Colombia prospective for gold, as follows:

Tenement	Application Date	Location	Register Holder	Status
501358	12 February 2021	Santa Rosa del Sur - Bolivar	Potasio de Colombia S.A.S.	Active - pending approval
501360	14 February 2021	Santa Rosa del Sur - Bolivar	Potasio de Colombia S.A.S.	Active - pending approval
501372	19 February 2021	Santa Rosa del Sur - Bolivar	Potasio de Colombia S.A.S.	Active - pending approval

To this regard, Article 16 of the Mining Code provides the following:

The exploration activities contemplated by the Company over the area the subject of the 501358, 501360 and 510372 applications are limited to desktop studies, superficial studies, geophysics and community engagement accordingly no third party consents are required to

2 Rights to explore and exploit within strategic mining areas are awarded through bidding processes led by ANM and which are subject to special rules and procedures.

conduct these exploration activities. Upon grant of the applications, should the Company wish to progress to surface disturbing activities such as drilling, a land access agreement with the local community and/or land owners would be required.

The applications held by PCSAS is, as of the date of this report, current and valid, and under review by ANM. This means that PCSAS has a preferential right over the area of the Application. As soon as all the requirements set forth in the Mining Code are verified by ANM and complied with by PCSAS, the ANM would be obligated to grant the mining concession and enter into a mining concession agreement with PCSAS. The reason for this is that the decision whether or not to grant a mining concession in Colombia is not discretionary, but it rather depends on the objective verification of compliance of an exhaustive (restricted) list of legal requirements included in the Colombian Mining Code.

Currently, the applications held by PCSAS are under review by the ANM.

As per existing information, we do not anticipate that the application held by PCSAS will be rejected by the ANM and no material issues have been identified in relation to the applications.

5. Summary of the Colombian mining regulation

5.1 General framework

The state owns all subsurface and natural nonrenewable resources. A public regulator, the National Mining Agency (ANM), awards concession contracts to explore and exploit minerals, which are generally awarded on a first-come first-served basis. The mining sector is regulated by the National Mining Code (Law 685,2001).

Prospecting is free and does not require a concession or any kind of permit. Companies who have identified potential sites are free to propose mining operations to the ANM. Where such proposals comply with the relevant checklist, the ANM is obliged to grant a concession contract (mining title).

The concession contract covers all activities from exploration and construction to exploitation and mine abandonment, granting the contractor the right to produce specific minerals in a given area. Minerals become the property of the contactor as soon as they are extracted in exchange for the payment of a royalty to the government.

Once a concession has been granted, contractors will need to negotiate access rights to the area with the relevant land owner(s). The contractor will then need to apply for an environmental license before beginning construction and exploitation.

5.2 Restricted or reserved areas

The ANM may designate areas of national importance. Concessions in these areas are not granted under the 'first-come first-served' regime.

These areas commonly relate to mineral reserves that are important for the development of the country, national security zones and sites protected due to their environmental or cultural significance.

Where reserves are deemed to be of national importance, the ANM may grant mining titles pursuant to public bidding processes, with specific technical, legal, financial and environmental requirements.

The area subject of the Mining Title and the Applications are not designated areas of national importance and are not under any other restriction to perform mining activities.

5.3 Obtaining a concession agreement

Companies can obtain a concession agreement by submitting a new proposal to ANM or by purchasing an existing operation. Foreign companies frequently acquire concessions through M&A activity.

Applications for new concession agreements are lodged electronically. The application grants the applicant a preferential right over the area pending the award of a given mining right. The mining rights are only formally acquired once the concession agreement is executed and registered.

5.4 Environmental license

Contractors must have an environmental license before they can begin construction and exploiting any minerals. Licenses will be granted by the National Authority of Environmental Licenses for major projects or the equivalent regional body for smaller-scale projects.

Contractors must submit an Environmental Impact Assessment to support their application. The environmental license granted for mining projects authorizes all relevant activities (including construction, assembly, exploitation, benefit and internal transportation of the minerals).

Other permits related to the use of specific natural resources, such as water, air and forests may be required.

5.5 Rights and obligations under concession agreements

Concession agreements are based on a non-negotiable template published by the ANM. The term of the agreement is divided into three stages: (i) exploration; (ii) construction and assembly; and (iii) exploitation.

Different obligations and regulatory regimes apply during each stage. The table below summarizes key provisions:

1.	Duration	Initial term of 30 years with an extension period of
		30 years. Contractors can apply for a new
		agreement on expiry, giving a maximum term of
		120 years for a given area.
2.	Surface fee	Payable during exploration and construction stages.
		Rates are determined according to the size of area.
		Not payable in relation to areas where exploitation
		has begun.
3.	Environmental	Not needed during exploration. Contractor must
	license	apply for an environmental license before starting
		the construction stage and must have the license in
		place before starting exploitation. A single global
		license for all activities.
4.	Royalties	Must be paid to ANM in relation to any mineral
		exploited. Rates are determined according to the
		base price of the mineral and the size of production.
		Rates and base prices are set quarterly by the
		national government.
5.	Assignment	Contractors may assign concession agreements and
		environmental licenses. ANM evaluates the
		requests for assignment prior to issuing an
		acceptance.
6.	Guarantees	A mining environmental insurance policy must be
		in place at all times, with cover for at least 5% of
		projected investment in exploration and
		construction stages, and 10% of annual production
		during exploitation.

5.6 Surface rights

Access rights can be acquired by purchasing the land or by having easements and/or rightsof-way declared. Where private negotiations with the landowner are unsuccessful, expropriation and the compulsory imposition of easements or right-of-ways are available under Colombian law.

On 1 June 2019 the Company entered into an access and usage agreement for the purpose of executing its exploration program with the community group holding possessory rights over the areas subject of the FI3-152 Mining Title and the SJU-10121, SK1-08231, UAB-08331 and TKQ-08451 Applications. Since this time the Company has completed detailed mapping and surface sampling across the area the subject of the FI3-152 Mining Title and the SJU-10121 Application.

6. Rights of the Company and terms and conditions of the Mining Title and the Application

6.1 Rights of the Company under the Mining Title and its main terms and conditions

(a) Main rights of the Mining Title.

The Colombian Mining Code, enacted by Law 685, 2001, rules the Mining Title. The Mining Title is catalogued as a mining concession and perfected with a mining concession agreement.

The Mining Title grants the Company the right to explore and exploit coal within the granted area.

The Company could therefore perform any exploration and/or exploitation activities required within the area of the Mining Title for a term of 30 years. If the Company proves that coal reserves are greater than 30 years (i.e., life of mine is beyond the initial 30 year-term), it can ask for an extension of the term for up to 30 years.

(b) Access and surface rights.

Access to real property and land can be attained by the Company at any time by either (i) negotiating access right with landowners, (ii) imposing easements and/or rights-of-way as mandated by Law 1274, 2010, or (iii) having the National Government issue an order to expropriate the land required for mineral exploration and exploitation activities.

As mentioned at 5.6, on 1 June 2019 the Company entered into an access and usage agreement for the purpose of completing exploration activities across the area the subject of the FI3-152 Mining Title and the SJU-10121, SK1- 08231, UAB-08331 and TKQ-08451 Applications.

Mineral exploration does not require concessionaires to mineral concession agreements to secure an environmental license. Additional permits and authorizations are only required during the exploration phase for the use of local water supplies, access and/or deforestation of designated forestry reserves and emissions authorizations. The Company's proposed exploration program sits outside forestry reserves and is not reliant upon local water supplies.

In order to commence the exploitation phase, the concessionaire would require securing an environmental license. Such license includes all permits and authorizations required to build the mine and infrastructure, cover all exploitation activities and include mine closure and abandonment. The

environmental license is granted for a term equal to the term of the relevant mineral concession agreement and any extension thereto.

The Company does not have an environmental license for the Mining Title. However, since exploration does not require the Company to have an environmental license, we do not anticipate that there will be any issues in performing exploration activities.

(d) Compliance with laws and regulation; good standing.

The Company complies with its regulatory and legal obligations under the Mining Code and other relevant laws.

The Mining Title is compliant with payments of the applicable surface rent and royalties.

The Mining Title has a valid and enforceable mining environmental insurance policy and has renewed it on a yearly basis, as required by law.

6.2 Rights of the Company under the Application and its main terms and conditions

The Application does not grant any rights nor impose any obligations on the Company until such time it is granted by the National Mining Agency and a mineral concession agreement is executed.

Until such time, the Application will only grant the Company a preferential right over the area being requested. Subject to obtaining surface access, the Company may perform any prospection activities, defined by the Colombian Mining Code as superficial studies, including surface sampling, field mapping and geophysics, in the area without any limitation, without the need to secure any additional permits or authorizations as long as the applicant's prospection does not require the use of natural resources (i.e., use of water, deforestation, etc.) until the mineral concession agreement is granted by the National Mining Agency.

As mentioned at 5.6, on 1 June 2019 the Company entered into a land access and usage agreement with the community group holding the possessory rights over the areas the subject of the FI3-152 Mining Title and the SJU-10121 Mining Title application.

If you have any questions please contact us.

Yours sincerely, Alejandro Mesa Nicolás Arboleda

Partner Senior Associate

[email protected] [email protected]

INDEPENDENT LIMITED ASSURANCE REPORT ANNEXURE D

	29 October 2021
	The Directors Ronin Resources Ltd Level 21, 459 Colins Street MELBOURNE VIC 3000
	Dear Directors,
	Independent Limited Assurance Report Ronin Resources Ltd historical and pro forma historical financial information
	We have been engaged by Ronin Resources Ltd ("the Company") to report on the historical financial information and pro forma historical financial information of the Company for inclusion in a Prospectus document dated on or around October 2021 and relating to the issue of a 25 million shares in the Company ("the document").
	Expressions and terms defined in the document have the same meaning in this report.
Scope
	Historical Financial Information
	You have requested William Buck to review the following historical information of the Company (the responsible party) included in the public document:
•	the Historical Statements of Financial Performance for: o the period ended 30 June 2019 o the year ended 30 June 2020; and o the year ended 30 June 2021,
•	the Historical Statements of Financial Position as at 30 June 2019, 30 June 2020 and 30 June 2021; and
•	the Historical Statements of Cash Flows for: o the period ended 30 June 2019 o the year ended 30 June 2020; and o the year ended 30 June 2021.
	The historical financial information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the Company's adopted accounting policies, which are disclosed in the financial information section of the Prospectus document. The historical financial information has been extracted from the general-purpose financial reports of the Company for the period ended 30 June 2019, the year ended 30 June 2020 and the year ended 30 June 2021, which were audited and reviewed by William Buck Audit (Vic) Pty Ltd ("William Buck") in accordance with the Australian Auditing Standards.

INDEPENDENT LIMITED ASSURANCE REPORT (CONT) ANNEXURE D

William Buck issued unmodified audit opinions on the financial reports for the period ended 30 June 2019, the year ended 30 June 2020 and the year ended 30 June 2021. The historical financial information is presented in the public document in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

Pro Forma historical financial information

You have requested William Buck to review the pro forma historical Statement of Financial Position as at 30 June 2021 referred to as "the pro forma historical financial information".

The pro forma historical financial information has been derived from the historical financial information of the Company, after adjusting for the effects of pro forma adjustments described in the financial information section of the Prospectus document. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the events and transactions to which the pro forma adjustments relate, as described in the financial information section of the Prospectus document, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the pro forma historical information does not represent the Company's actual or prospective financial position or financial performance.

Directors' responsibility

The directors of the Company are responsible for the preparation of the historical financial information and pro forma historical financial information, including the selection and determination of pro forma adjustments made to the historical financial information and include in the pro forma historical information. This includes responsibility for such internal controls as the directors determine are necessary to enable the preparation of historical financial information and pro forma historical financial information that are free from material misstatement, whether due to fraud or error.

Our responsibility

Our responsibility is to express a limited assurance conclusion on the financial information based on the procedures performed and the evidence we obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information.

A review consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Accounting Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Our engagement did not involve updating or re-issuing any previously issued audit or review report on any financial information used as a source of the financial information.

INDEPENDENT LIMITED ASSURANCE REPORT (CONT) ANNEXURE D

is not presented fairly, in all material aspects, in accordance with the stated basis of preparation, as described in the financial information section of the Prospectus document.

Pro Forma historical financial information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the pro forma historical financial information being the Statement of Financial Position as at 30 June 2021 is not presented fairly in all material aspects, in accordance with the stated basis of preparation as described in the financial information section of the Prospectus document.

Restriction on Use

Without modifying our conclusions, we draw attention to the financial information section of the Prospectus document which describes the purpose of the financial information, being for inclusion in the public document. As a result, the financial information may not be suitable for use for another purpose.

William Buck has consented to the inclusion of this assurance report in the public document in the form and context in which it is included.

Liability

Responsibility

Consent to the inclusion of this Investigating Accountant's Report in the Prospectus in the form and context in which it appears has been given but should not be taken as an endorsement of the Company or a recommendation by William Buck of any participation in the share issue by any intending investors. At the date of this report our consent has not been withdrawn.

INDEPENDENT LIMITED ASSURANCE REPORT (CONT) ANNEXURE D

General Advice Limitation

This Report has been prepared and included in the Prospectus to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to take the place of professional advice and investors should not make specific investment decisions in reliance on this information contained in this Report. Before acting or relying on information, an investor should consider whether it is appropriate for their circumstances having regard to their objectives, financial situation or needs.

Declaration of Interest

William Buck does not have any interest in the outcome of the issue of shares other than in the preparation of this Investigating Accountant's Report for which normal professional fees will be received.

Yours faithfully

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

J. C. Luckins Director

Melbourne, 29 October 2021

Coal seam outcrops on the Vetas Project

224 Ronin Resources Ltd Prospectus

Level 21, 459 Collins Street MELBOURNE VIC 3000

Telephone: + 61 3 8630 3321 Email: [email protected] Website: www.roninresources.com.au

AI assistant

RONIN RESOURCES LTD — Capital/Financing Update 2021

65728_rns_2021-12-14_15855bb0-0db8-4c88-ab31-5603cd6c7375.pdf

PROSPECTUS ACN 625 330 878

IMPORTANT NOTICE

IMPORTANT NOTICE

Exposure Period

No offering where offering would be illegal

US securities law matters

Electronic Prospectus

Company Website

No cooling-off rights

No Investment Advice

Risks

Forward-looking statements

IMPORTANT NOTICE

Financial Forecasts

Competent Person statements

Continuous disclosure obligations

Clearing House Electronic Sub-Register System (CHESS) andIssuer Sponsorship

Photographs and Diagrams

Definitions and Time

Privacy statement

Enquiries

CORPORATE DIRECTORY

DIRECTORS

COMPANY SECRETARY

PROPOSED ASX CODE

REGISTERED OFFICE

AUSTRALIAN LEGAL ADVISERS

COLOMBIAN LEGAL ADVISERS

AUDITOR AND INVESTIGATING ACCOUNTANT

INDEPENDENT GEOLOGIST – VETAS PROJECT

INDEPENDENT GEOLOGIST – SANTA ROSA PROJECT

LEAD MANAGER

CORPORATE ADVISER

SHARE REGISTRY

TABLE OF CONTENTS

CHAIRMAN'S LETTER 1

Dear Investor

KEY OFFER INFORMATION 2

INDICATIVE TIMETABLE1

KEY OFFER INFORMATION (CONT) 2

KEY STATISTICS OF THE OFFER

Notes

INVESTMENT OVERVIEW 3

Item Summary Further Information

Applications

Assignment

Renewal

Item Summary Further Information

DETAILS OF THE OFFER 4

4.1 The Offer

4.2 Minimum Subscription

4.3 Oversubscriptions

4.4 Lead Manager

4.5 Corporate Advisor

4.6 Conditions of the Offer

(together the Conditions).

DETAILS OF THE OFFER (CONT) 4

4.7 Purpose of the Offer

4.8 Applications

DETAILS OF THE OFFER 4

b) Paper Applications

4.9 Allocation policy under the Offer

4.10 ASX listing

DETAILS OF THE OFFER (CONT) 4

4.11 Issue

4.12 Applicants outside Australia

4.13 Commissions payable

DETAILS OF THE OFFER 4

4.14 Taxation

4.15 Withdrawal of Offer

COMPANY AND PROJECTS OVERVIEW 5

5.1 Background

5.2 Company Group and Tenement Ownership Structure

5.3 The Vetas Project

(a) Overview and location

(b) Geological Setting

(c) Exploration Model and Target Areas

RONIN RESOURCES LTD Capital/Financing Update 2021