RONIN RESOURCES LTD — Capital/Financing Update 2021

Dec 13, 2021

10 December 2021

Level 21

459 Collins Street Melbourne VIC 3000

STATEMENT OF CONFIRMATIONS

Ronin Resources Ltd (ACN 625 330 878) (Company or RON) provides the following confirmations to satisfy the conditions for admission of its securities to quotation on ASX.

Capitalised terms in this announcement have the same meaning given under the Company's prospectus dated 29 October 2021 (Prospectus) unless the context requires otherwise.

1. COMPLETION OF PUBLIC OFFER

The Company confirms that the Offer under the Prospectus has closed and the Company has completed the issue of:

• (a) 25,000,000 Shares under the Offer to raise $5,000,000; and
• (b) 1,000,000 Shares to the nominees of Kaai Pty Ltd.

2. NO IMPEDIMENTS

The Company confirms that there are no legal, regulatory, statutory or contractual impediments to the Company:

• (a) entering onto the tenements underlying the Vetas Project and Santa Rosa Project in Colombia: and
• (b) carrying out exploration activities such that RON will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

3. CAPITAL STRUCTURE

The Company's capital structure, as at the date of admission of the Company to the Official List of the ASX is set out below.

Security	Number
Shares	31,625,010
Options1	3,925,000
Performance Rights2	200,000

Notes:

• 1. Exercisable at $0.30 on or before 17 February 2024.
• 1. Refer to Section 10.4 of the Prospectus for a summary of the terms and conditions of the Performance Rights.

4. RESTRICTED SECURITIES

Class	Number	Restriction Period
Shares	2,626,914	24 months after listing date
	Nil	12 months after date of issue
Performance Rights	200,000	24 months after listing date
Options	1,925,000	24 months after listing date
	2,000,000	12 months after date of issue

5. WAIVER DECISIONS

On 1 December 2021, the Company received:

• (a) confirmation that Listing Rule 1.1 Condition 11(a) does not apply to the cash consideration payable to Diego Ivan Mojica Corchuelo and Jairo Vidal Cuellar Rodriguez for the acquisition of Cooperativo Minero de Norte de Santander SAS, the holder of title to FI3-152 Mining Title being the Vetas Project in Colombia;
• (b) a waiver to permit the Company to have on issue the 200,000 Performance Rights issued to Joseph Van Den Elsen for the purposes of ASX Listing Rule 1.1 condition 12; and
• (c) confirmation that the terms of the 200,000 Performance Rights were appropriate and equitable for the purposes of ASX Listing Rule 6.1.

Waiver Decision (Listing Rule 1.1 Condition 11(a))

Based solely on the information provided, ASX Limited ('ASX') confirms to Ronin Resources Limited (the 'Company') that Listing Rule 1.1 Condition 11(a) does not apply to the cash consideration payable to Diego Ivan Mojica Corchuelo and Jairo Vidal Cuellar Rodriguez for the acquisition of Cooperativo Minero de Norte de Santander SAS, the holder of title to FI3-152 Mining Title being the 'Vetas Project' in Colombia.

ASX has considered Listing Rule 1.1, Condition 11 only and makes no statement as to the Company's compliance with other Listing Rules.

Waiver decision (Listing Rule 1.1 Condition 12)

Based solely on the information provided, ASX Limited ('ASX') grants to Ronin Resources Ltd (the 'Company') a waiver from Listing Rule 1.1 Condition 12 to the extent necessary to permit the Company to have on issue 200,000 performance rights to be issued to a Director ('Performance Rights') with a nil exercise price on condition that the terms and conditions of the Performance Rights are clearly disclosed in the Company's initial public offering prospectus ('Prospectus').

ASX has considered Listing Rule 1.1 Condition 12 only and makes no statement as to the Company's compliance with other Listing Rules.

Basis for Waiver Decision (Listing Rule 1.1 Condition 12)

If an entity seeking admission to the official list has options or performance rights on issue, the exercise price for each underlying security must be at least 20 cents in cash. This rule supports listing rule 2.1 condition 2 which requires the issue price or sale price of

all securities for which an entity is seeking quotation (except options) upon admission to the official list to be at least 20 cents in cash. These requirements together support the integrity of the ASX market, as they demonstrate that the entity's ordinary securities have a minimum value suitable for a listed entity.

Facts/Reasons for granting the in-principle waiver (Listing Rule 1.1 Condition 12)

In the present case, the number of Performance Rights represent approximately 0.65% of the ordinary shares on issue at the time of the Company's admission on an undiluted basis. The Performance Rights are fixed in number and will be held by a Director and are therefore unlikely to have any impact on the trading price of the Company's shares. The Performance Rights convert into ordinary shares in the Company on a one-for-one basis on the achievement of both a service requirement and a VWAP hurdle.

It is considered that the existence of Performance Rights will not undermine the existence of the 20 cent rule in the circumstances. The waiver is granted on the condition that the material terms and conditions of the Performance Rights are clearly disclosed in the Prospectus.

Confirmation Decision (Listing Rule 6.1)

Subject to resolution (f) below and based solely on the information provided, ASX Limited ('ASX') confirms to Ronin Resources Ltd (the 'Company') that the terms of 200,000 performance rights ('Performance Securities') issued by the Company to a Director are appropriate and equitable for the purposes of Listing Rule 6.1 subject to the following conditions:

• (a) The prospectus issued in connection with the Company's IPO contains the following details in respect of the Performance Securities:

  • (i) the party or parties to whom the Performance Securities are to be issued and the number of Performance Securities to be issued to them or each of them
  • (ii) any relationship the recipient of the Performance Securities or an associate of the recipient has with the entity
  • (iii) In respect of those Performance Securities proposed to be issued to the Directors of the Company:
    • (a) a statement that Performance Securities are being issued to remunerate or incentivise a director;
    • (b) details of the role (if any) the director will play in meeting the respective performance milestones;
    • (c) details of the existing total remuneration package of the director;
    • (d) if the director or any of their associates hold securities in the entity, details of those securities and the consideration they paid or provided for those securities;
    • (e) an explanation why it is considered necessary or appropriate to further remunerate or incentivise the director to achieve the applicable performance milestone;

• (f) details of how the Company determined the number of Performance Securities to be issued to the director and why it considers that number to be appropriate and equitable;

• (iv) The number of ordinary shares that the Performance Securities will convert into if the applicable performance milestone is met and the impact that will have on the entity's capital structure.

• (v) The full terms of the Performance Securities, including

  • (a) The Performance Securities are not quoted.
  • (b) The Performance Securities are not transferrable.
  • (c) The Performance Securities do not confer any right to vote, except as otherwise required by law.
  • (d) The Performance Securities do not permit the holder to participate in new issues of capital such as bonus issues and entitlement issues.
  • (e) The Performance Securities do not carry an entitlement to a dividend.
  • (f) The Performance Securities do not permit the holder to participate in a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
  • (g) The Performance Securities do not carry an entitlement to participate in the surplus profit or asset of the Company upon winding up of the Company.
  • (h) Each Performance Securities is converted into one fully paid ordinary share on achievement of the relevant milestone.
  • (i) If the relevant class of Performance Securities is not converted into a share by the relevant expiry date then all the Performance Securities of that class lapse.

• (b) The Company makes an announcement immediately upon the satisfaction of any milestones, the conversion of any of the Performance Securities and the expiry of any of the Performance Securities.

• (c) The terms and conditions of the Performance Securities, including without limitation the relevant milestones that have to be satisfied before each Performance Securities converted into an ordinary share, are not to be changed without the prior approval of ASX and the Company's shareholders.

• (d) Upon conversion of the Performance Securities into ordinary shares, the Company will apply to the ASX for quotation of the shares within the requisite time period.

• (e) The Company discloses the following in each annual report, annual audited financial accounts, half-yearly report issued by the Company in respect of any period during which any of the Performance Securities remain on issue or were converted or cancelled:

• (vi) The number of Performance Securities on issue during the relevant period;

• (vii) A summary of the terms and conditions of the Performance Securities, including without limitation the number of ordinary shares into which they are convertible and the relevant milestones.

• (viii) Whether any of the Performance Securities were converted or cancelled during that period; and

• (ix) Whether any milestones were met during the period.

• (f) ASX has considered Listing Rule 6.1 only and makes no statement as to the Company's compliance with other Listing Rules.

ENDS

For further information, please contact:

Justin Mouchacca Company Secretary +61 3 8639 3321 admin@roninresources.com.au

Authorised for release by the Board of Ronin Resources