Rua Gold Inc. — M&A Activity 2024

Dec 5, 2024

Form 51-102F4
Business Acquisition Report

Item 1 Identity of Company

1.1 Name and Address of the Company

Rua Gold Inc. (formerly First Uranium Resources Ltd.) (the “Company”)
1500-1055 West Georgia St.
Vancouver, British Columbia
V6E 4N7, Canada

1.2 Executive Officer

Zeenat Lokhandwala,
Chief Financial Officer
Phone: 778.899.5786

Item 2 Details of Acquisition

2.1 Nature of the Business Acquired

On November 25, 2024, the Company completed its acquisition (the “Acquisition”) of all of the issued and outstanding common shares of Reefton Resources Pty Limited (“Reefton Resources”).

Reefton Resources is a gold exploration company that holds tenements located adjacent to the Company’s suite of properties in the Reefton Goldfield on New Zealand’s South Island. The completion of the Acquisition expands the Company's tenement package to cover over 95% of the Reefton Goldfield.

2.2 Acquisition Date

The Acquisition was completed on November 25, 2024.

2.3 Consideration

The Acquisition was completed pursuant to the terms and conditions of a share purchase agreement entered into among the Company, the Company’s wholly owned subsidiary, Reefton Acquisition Corp. (“Reefton Acquisition Co”), Siren Gold Limited (“Siren”) and Reefton Resources, a wholly owned subsidiary of Siren.

In consideration for the Acquisition, the Company issued to Siren an aggregate of 83,927,383 common shares in the capital of the Company (the “Consideration Shares”) at a deemed price of $0.1983 per Consideration Share at closing of the Acquisition, representing an aggregate value of AU$18,000,000. The Company paid Siren an aggregate of AU$2,000,000 in cash. Additionally, the Company acquired 10,000,000 common shares in the capital of Siren (each, a “Siren Share”) pursuant to a non-brokered private placement at a price of AU$0.20 per Siren Share for an aggregate amount of AU$2,000,000.

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Further details related to the Acquisition are included in the Company’s news releases of July 12, 2024, October 21, 2024 and November 25, 2024, and material change reports of July 18, 2024 and November 28, 2024, all of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

2.4 Effect on Financial Position

The effect of the Acquisition on the Company’s financial position is that Reefton Resources became a wholly-owned subsidiary of the Company. The business and operations of Reefton Resources are now being managed by the Company. The Company does not have any plans or proposals for material changes in its business affairs or the affairs of Reefton Resources.

2.5 Prior Valuations

To the knowledge of the Company, there has not been any valuation opinion obtained within the last 12 months by either the Company, Reefton Acquisition Co., Reefton Resources or Siren required by securities legislation or a Canadian exchange to support the consideration paid by the Company in connection with the Acquisition.

2.6 Parties to Transaction

The Acquisition was not with an informed person, associate or affiliate of the Company as defined in Section 1.1 of National Instrument 51-102 – Continuous Disclosure Obligations.

2.7 Date of Report

December 5, 2024

Item 3 Financial Statements

As required by Part 8 of NI 51-102, the following financial statements are attached to this business acquisition report (the “Report”):

• the audited annual financial statements of Reefton Resources for the year ended December 31, 2023 and 2022, a copy of which is attached hereto as Schedule “A”; and;
• the interim financial statements of Reefton Resources for the nine month period ended September 30, 2024, a copy of which is attached hereto as Schedule “B”.

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SCHEDULE A

Audited Annual Financial Statements of Reefton Resources for the year ended December 31, 2023 and 2022

[see attached]

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Reefton Resources Pty Limited

NZ.C.N. 675 8173

ANNUAL REPORT

31 December 2023

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2023

Corporate directory

Directors

Brian Rodan Director
Paul Angus Director
Keith Murray Director

Registered Office

Address: Level 4, 18 Princes Street, Dunedin
Central
Dunedin 9054 New Zealand

Telephone: +61 8 6458 4200
Email: Admin@SirenGold.com.au
Website: www.sirengold.com.au

Auditors

Hall Chadwick WA Audit Pty Ltd
283 Rokeby Road
Subiaco WA 6008
Telephone: (08) 9426 0666

Solicitors to the Company

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

Page | 2

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2023

Contents

Auditor’s Independence Declaration...4
Statement of profit or loss and other comprehensive income ...5
Statement of financial position ...6
Statement of changes in equity ...7
Statement of cash flows ...8
Notes to the financial statements ...9
Directors’ Declaration ...23
Independent Auditor’s Report ...24

Page | 3

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2023

Auditor’s Independence Declaration

HALL CHADWICK

To the Board of Directors,

AUDITOR’S INDEPENDENCE DECLARATION

As lead audit director for the audit of the financial statements of Reefton Resources Pty Limited for the year ended 31 December 2023, I declare that to the best of my knowledge and belief, there have been no contraventions of any applicable code of professional conduct in relation to the audit.

Yours Faithfully

Hall Chadwick
HALL CHADWICK WA AUDIT PTY LTD

Mark Delaworth
MARK DELAURENTIS CA
Director

Dated this 12th day of July 2024
Perth, Western Australia

Independent Member of
PrimeGlobal
The Association of Advisory and Accounting Firms

PERTH • SYDNEY • MELBOURNE • BRISBANE • ADELAIDE • DARWIN
Hall Chadwick WA Audit Pty Ltd ABN 33 121 222 802
Liability limited by a scheme-approved under Professional Standards Legislation.
Hall Chadwick Association is a national group of independent Chartered Accountants and Business Advisory firms.

PO Box 1288 Subkaco WA 6904
283 Rokeby Rd Subkaco WA 6008
T: +61 8 9426 0666
hallchadwickwa.com.au

Page | 4

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2023

Statement of profit or loss and other comprehensive income

For the year ended 31 December 2023

| | Note | 2023
$ | 2022
$ |
| --- | --- | --- | --- |
| Continuing operations | | | |
| Revenue | | | |
| Other income | 2 | 8,508 | 2,668 |
| | | 8,508 | 2,668 |
| Expenses | | | |
| Compliance costs | | (50) | (45) |
| Information technology costs | | (10,864) | (17,973) |
| Depreciation | | (71,852) | (75,991) |
| Insurance | | (7,091) | (10,273) |
| Interest expenses | | (4,396) | (3,231) |
| Professional fees | | (74,212) | (72,735) |
| Public relations, marketing and advertising | | (3,050) | (875) |
| Rent and office costs | | (185,172) | (210,688) |
| Other expenses | | (52,237) | (91,359) |
| | | (408,924) | (483,170) |
| Loss before tax | | (400,416) | (480,502) |
| Income tax benefit | 3 | - | - |
| Net loss for the year | | (400,416) | (480,502) |
| Other comprehensive income, net of income tax | | | |
| Other comprehensive income/(loss) for the year, net of tax | | - | - |
| Total comprehensive loss for the year | | (400,416) | (480,502) |

The statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.
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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Statement of financial position
As at 31 December 2023
ANNUAL REPORT
31 December 2023

	Note	2023 $	2022 $
Current Assets
Cash and cash equivalents	4	152,232	33,050
Trade and other receivables	5	20,305	21,306
Other assets	6	4,452	3,116
Total Current Assets		176,989	57,472
Non-Current Assets
Exploration and evaluation expenditure	7	18,410,119	16,471,906
Property, plant and equipment	8	204,778	276,630
Other assets	6	195,204	135,435
Total Non-Current Assets		18,810,101	16,883,971
Total Assets		18,987,090	16,941,443
Current Liabilities
Trade and other payables	9	356,254	155,723
Borrowings	10	16,222	32,746
Total Current Liabilities		372,476	188,469
Non-Current Liabilities
Borrowings	10	13,261	29,483
Loan from parent	11	19,839,940	17,561,662
Total Non-Current Liabilities		19,853,201	17,591,145
Total Liabilities		20,225,677	17,779,614
Net Assets		(1,238,587)	(838,171)
Equity
Issued capital	12	100	100
Accumulated losses		(1,238,687)	(838,271)
Total Equity		(1,238,587)	(838,171)

The statement of financial position is to be read in conjunction with the accompanying notes.
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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Statement of changes in equity
For the year ended 31 December 2023
ANNUAL REPORT
31 December 2023

| | Note | Issued Capital
$ | Accumulated Losses
$ | Total
$ |
| --- | --- | --- | --- | --- |
| Balance at 1 January 2022 | | 100 | (357,769) | (357,669) |
| Loss for the year | | - | (480,502) | (480,502) |
| Other comprehensive income for the year | | - | - | - |
| Total comprehensive loss for the year | | - | (480,502) | (480,502) |
| Balance at 31 December 2022 | | 100 | (838,271) | (838,171) |
| Balance at 1 January 2023 | | 100 | (838,271) | (838,171) |
| Loss for the year | | - | (400,416) | (400,416) |
| Other comprehensive loss for the year | | - | - | - |
| Total comprehensive loss for the year | | - | (1,238,687) | (400,416) |
| Balance at 31 December 2023 | | 100 | (1,238,687) | (1,238,587) |

The statement of changes in equity is to be read in conjunction with the accompanying notes.
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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Statement of cash flows
For the year ended 31 December 2023
ANNUAL REPORT
31 December 2023

Note	2023 $	2022 $
Cash flows from operating activities
Payments to suppliers and employees	(198,981)	(404,375)
Interest received	8,508	2,668
Net cash used in operating activities	4b	(190,473)
Cash flows from Investing activities
Payments for exploration and evaluation	(1,868,718)	(8,135,288)
Payments for property, plant and equipment	-	(131,165)
Payments for bank guarantees	(60,000)	(6,739)
Net cash used in investing activities	(1,928,718)	(8,273,192)
Cash flows from financing activities
Loan from parent	2,278,278	8,712,660
Repayment of borrowings	(39,905)	(26,571)
Net cash provided from financing activities	2,238,373	8,686,089
Net increase / (decrease) in cash held	119,182	11,190
Cash and cash equivalents at the beginning of the year	33,050	21,860
Cash and cash equivalents at the end of the year	4a	152,232

The statement of cash flows is to be read in conjunction with the accompanying notes.
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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2023

Notes to the financial statements

For the year ended 31 December 2023

Note 1 Statement of significant accounting policies

These are the financial statements and notes of Reefton Resources Pty Limited (Reefton Resources or the Company). Reefton Resources is a company limited by shares, domiciled and incorporated in New Zealand. The Company was incorporated on 12 March 2018 with a 31 December year end as resolved by the Directors.

The financial statements were authorised for issue on 12 July 2024 by the Directors of the Company.

a. Basis of preparation

i. Statement of Compliance

These financial statements are general purpose financial statements which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

It is recommended that this financial report be read in conjunction with the annual financial statements for the year ended 31 December 2023 of the Siren Gold Ltd (Siren or the Parent Entity) which is the ultimate holding company of Reefton Resources.

ii. Going Concern

The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The Company incurred a loss for the year ended 31 December 2023 of $400,416 (2022 loss: $480,502) and net cash outflows from operating activities of $190,473 (2022: $401,707 outflows). These factors indicate a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern.

The Directors have prepared a cash flow forecast which indicates that the Company will have sufficient cash flows to meet all commitments and working capital requirements for the 12-month period from the date of signing this financial report. The Directors believe it is appropriate to prepare these accounts on a going concern basis because of the following factors:

• The Parent Company is in the process of divesting Reefton Resources Pty Limited to Rua Gold Inc., a Canadian exploration company listed on the Canadian Stock Exchange. The Parent Company loan will be settled in the course of the transaction.
• Without the divestiture, the Directors would otherwise develop an appropriate plan to raise additional funds as and when they are required.
• The Company has the ability to scale down its operations in order to curtail expenditure, in the event that any capital raisings are delayed or insufficient cash is available to meet projected expenditure.

Based on the cashflow forecast and other factors referred to above, the Directors are satisfied that the going concern basis of preparation is appropriate.

The financial statements do not include any adjustment relating to the recoverability or classification of recorded asset amounts or to the amounts or classifications of liabilities that might be necessary should the Company not be able to continue as a going concern.

Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised and in any future years affected.

Judgements made by management in the application of IFRSs that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in Note 1o.

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2023

Notes to the financial statements

For the year ended 31 December 2023

Note 1 Statement of significant accounting policies (continued)

b. Accounting Policies

The Company has consistently applied the following accounting policies to all periods presented in the financial statements. The Company has considered the implications of new and amended Financial Reporting Standards applicable for annual reporting periods beginning after 1 January 2023 but determined that their application to the financial statements is either not relevant or not material.

c. Foreign currency transactions and balances

i. Functional and presentation currency

The functional currency of the Company is measured using the currency of the primary economic environment in which that entity operates. The financial statements are presented in New Zealand dollars, which is the Company's functional and presentation currency.

ii. Transaction and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge.

d. Taxation

i. Income tax

The income tax expense or benefit for the year comprises current income tax expense or benefit and deferred tax expense or benefit. Current and deferred income tax expense or benefit is charged or credited directly to other comprehensive income instead of the profit or loss when the tax relates to items that are credited or charged directly to other comprehensive income.

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at the reporting date. Current tax liabilities or assets are therefore measured at the amounts expected to be paid to or recovered from the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and liability balances during the year, as well unused tax losses.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur.

Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future years in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2023
Note 1 Statement of significant accounting policies (continued)
A. Taxation (continued)
ii. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from Inland Revenue Department (NZ). In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the statement of financial position are shown inclusive of GST.
The net amount of GST recoverable from, or payable to Inland Revenue Department (NZ) is included as a current asset or liability in the statement of financial position.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
e. Fair Value
i. Fair value of Assets and Liabilities
The Company measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable IFRS.
Fair value is the price the Company would receive to sell an asset or would have to pay to transfer a liability in an orderly unforced transaction between independent, knowledgeable and willing market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.
The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.
ii. Fair value hierarchy
IFRS 13 Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows:
| Level 1 | Level 2 | Level 3 |
| --- | --- | --- |
| Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. | Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. | Measurements based on unobservable inputs for the asset or liability. |

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2023

Notes to the financial statements

For the year ended 31 December 2023

Note 1 Statement of significant accounting policies (continued)

e. Fair Value (continued)

The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.

iii. Valuation techniques

The Company selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Company are consistent with one or more of the following valuation approaches:

• Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities.
• Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value.
• Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity.

Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Company gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data is not available and therefore are developed using the best information available about such assumptions are considered unobservable.

f. Property, Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and/or impairment.

i. Plant and equipment

Plant and equipment is measured on the cost basis less accumulated depreciation and impairment losses.

The carrying amount of plant and equipment is reviewed annually by the directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed by the Company includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit and loss during the financial year in which they are incurred.

ii. Depreciation

The depreciable amount of all fixed assets, including building and capitalised lease assets, but excluding freehold land, is depreciated on a diminishing value basis over their useful lives to the Company commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable asset are shown below:

Fixed asset class	Depreciation rate
Plant and Equipment	10% - 50%
Motor Vehicles	10% - 50%

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2023
Note 1 Statement of significant accounting policies (continued)
f. Property, Plant and Equipment (continued)
ii. Depreciation (continued)
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in profit and loss.
g. Cash and cash equivalents
Cash and cash equivalents in the Statement of Financial Position include cash on hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown as current liabilities in the Statement of Financial Position. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as described above, net of outstanding bank overdrafts.
h. Trade and other receivables
Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Collectability of trade and other receivables is reviewed on an ongoing basis. An impairment loss is recognised for debts which are known to be uncollectible. An impairment provision is raised for any doubtful amounts.
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 which are unpaid and stated at their amortised cost. The amounts are unsecured and are generally settled on 21-day terms.
j. Financial Instruments
i. Initial recognition and measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions of the instruments. For financial assets, this is equivalent to the date that the Company commits itself to either purchase or sell the asset (i.e. trade date accounting is adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified 'at fair value through profit or loss' in which case transaction costs are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.
ii. Classification and Subsequent Measurement
Financial instruments are subsequently measured at either fair value, amortised cost using the effective interest rate method or cost. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.
Amortised cost is calculated as (i) the amount at which the financial asset or financial liability is measured at initial recognition; (ii) less principal repayments; (iii) plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method; and (iv) less any reduction for impairment.
The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss. The Company does not designate any interest in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial statements.
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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2023
ANNUAL REPORT
31 December 2023

Note 1 Statement of significant accounting policies (continued)

j. Financial Instruments (continued)

ii. Financial assets at fair value through profit and loss or through other comprehensive Income

Financial assets are classified at ‘fair value through profit or loss’ or ‘fair value through other comprehensive income’ when they are either held for trading for purposes of short term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss if electing to choose ‘fair value through profit or loss’ or other comprehensive income if electing ‘fair value through other comprehensive income’.

iv. Financial Liabilities

The Company’s financial liabilities include trade and other payables, loan and borrowings, provisions for cash bonus and other liabilities which include deferred cash consideration and deferred equity consideration for acquisition of subsidiaries and associates.

All financial liabilities are recognised initially at fair value and, in the case of loans, borrowings and payables, net of directly attributable transaction costs.

v. Derecognition

Financial assets are derecognised where the contractual rights to receipts of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risk and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

vi. Impairment of financial assets

At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a significant or prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the statement of profit or loss and other comprehensive income.

The carrying amount of financial assets including uncollectible trade receivables is reduced by the impairment loss through the use of an allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of available-for-sale equity instruments, any subsequent increase in fair value after an impairment loss is recognised directly in the financial assets reserve in other comprehensive income.

vii. Impairment of non-financial assets

At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of profit or loss and other comprehensive income.

Page | 14

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2023
Note 1 Statement of significant accounting policies (continued)
^{}[]
j. Financial Instruments (continued)
^{}[]
vii. Impairment of non-financial assets (continued)
^{}[]
Impairment testing is performed annually for intangible assets with indefinite lives and intangible assets not yet available for use. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
^{}[]
k. Share capital
^{}[]
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any related income tax benefit. Ordinary issued capital bears no special terms or conditions affecting income or capital entitlements of the shareholders.
^{}[]
l. Revenue and other income
^{}[]
i. Revenue from contracts with customers
^{}[]
Revenue from contracts with customers is recognised when a customer obtains control of the promised asset and the Company satisfies its performance obligations under the contract. Revenue is allocated to each performance obligation. The Company considers the terms of the contract in determining the transaction price. The transaction price is based upon the amount the entity expects to be entitled to in exchange for the transferring of promised good.
^{}[]
j. Finance Income
^{}[]
Interest income is recognised as the interest accrues (using the effective interest method) to the net carrying amount of the financial asset.
^{}[]
All revenue is stated net of the amount of GST (Note 1d.ii Goods and Services Tax (GST)).
^{}[]
m. Critical Accounting Estimates and Judgements
^{}[]
The directors evaluate estimates and judgements incorporated into the financial statements 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 Company.
^{}[]
Management discusses with the Board the development, selection and disclosure of the Company's critical accounting policies and estimates and the application of these policies and estimates. There are presently no estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
^{}[]
n. Exploration and Development Expenditure
^{}[]
Costs incurred with respect to the acquisition of rights to explore for each identifiable area of interest are capitalised in the statement of financial position.
^{}[]
Capitalised costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.
^{}[]
Capitalised costs in relation to an abandoned area are written off in full against profit in the period in which the decision to abandon the area is made.
^{}[]
When production commences, the capitalised costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
^{}[]
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
^{}[]
o. New Accounting Standards for Application in Future Periods
^{}[]
The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the preparation of the Parent Entity's annual financial statements for the year ended 31 December 2022. All applicable new standards and interpretations issued since 1 January 2023 have been adopted. There was no material impact on the Company.
^{}[]
Page | 15

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2023
ANNUAL REPORT
31 December 2023

Note 2 Revenue and other income

Other income
Interest

2023	2022
$	$
8,508	2,668
---	---

Note 3 Income Tax

a. Income tax benefit
Current tax
Deferred tax

-	-
-	-

b. Reconciliation of income tax benefit to prima facie tax payable

The prima facie tax benefit on loss from ordinary activities before income tax is reconciled to the income tax expense as follows:

Prima facie tax on operating loss at 28% (2022: 28%) (112,117) (134,541)
Deferred tax asset not brought to account 112,117 134,541
Income tax benefit attributable to operating loss

-	-

c. The applicable weighted average effective tax rates attributable to the operating result are as follows:

The tax rate used in the above reconciliations is the corporate tax rate of 28% (2022: 28%) payable by the New Zealand corporate entity on taxable profits under New Zealand tax law.

Nil	Nil

d. Balance of franking account at year end of the legal parent

Nil	Nil

e. Tax losses carried forward

17,758,307	11,012,700

Potential deferred tax assets attributable to tax losses have not been brought to account at 31 December 2023 because the directors do not believe it is appropriate to regard the realisation of the deferred tax assets as probable at this point in time. These benefits will only be obtained if:

i. the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the loss to be realised;
ii. the Company continues to comply with conditions for deductibility imposed by law; and
iii. no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the loss.

Page | 16

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2023
ANNUAL REPORT
31 December 2023

| | 2023
$ | 2022
$ |
| --- | --- | --- |
| Note 4 Cash and Cash Equivalents | | |
| a. Reconciliation of cash | | |
| Cash at bank | 152,132 | 32,950 |
| Cash on hand | 100 | 100 |
| | 152,232 | 33,050 |
| Cash Flow information | | |
| b. Reconciliation of cash flow from operations to loss after income tax | | |
| Loss after income tax | (400,416) | (480,502) |
| Non-cash flows in profit and loss | | |
| • Depreciation and amortisation | 71,852 | 75,991 |
| Changes in assets and liabilities | | |
| • (increase) in prepayments | 12,270 | - |
| • Increase/(decrease) in borrowings | - | - |
| • (decrease) in payables | 127,143 | 3,261 |
| • (Increase) in receivables and other assets | (1,322) | (457) |
| Cash flow from operations | (190,473) | (401,707) |
| Note 5 Trade and other receivables | | |
| Current | | |
| Unsecured | | |
| GST receivable | 8,035 | 21,306 |
| Prepayments | 12,270 | - |
| | 20,305 | 21,306 |
| Note 6 Other Assets | | |
| Current | | |
| Other assets | 4,452 | 3,116 |
| | 4,452 | 3,116 |
| Non-Current | | |
| Bank guarantees | 195,000 | 135,000 |
| Other assets | 204 | 435 |
| | 195,204 | 135,435 |
| | 199,656 | 138,551 |

Page | 17

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2023
ANNUAL REPORT
31 December 2023

Note 7 Exploration and Evaluation Expenditure

Non-Current

Opening
Capitalised exploration during the year

Closing

2023	2022
$	$

16,471,906 8,496,137
1,938,213 7,975,769
18,410,119 16,471,906

Recognition and measurement

Exploration and evaluation expenditure includes pre-license costs, costs associated with exploring, investigating, examining and evaluating an area of mineralisation, and assessing the technical feasibility and commercial viability of extracting the mineral resource from that area. Other than acquisition costs, exploration and evaluation expenditure incurred on licenses where the commercial viability of extracting the mineral resource has not yet been established is generally expensed when incurred. Once the commercial viability of extracting the mineral resource is demonstrable (at which point, the Company considers it is probable that economic benefits will be realised), the Company capitalises any further evaluation costs incurred.

The recoverability of the exploration and evaluation assets is dependent on the successful development and commercial exploration, or alternatively, sale of the respective area of interest.

Exploration and evaluation assets are assessed for impairment if:

• insufficient data exists to determine commercial viability; or
• other facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

An exploration and evaluation asset shall be reclassified to mine properties when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable and a decision has been made to develop and extract the resource. Exploration and evaluation assets shall be assessed for impairment, and any impairment loss shall be recognised, before reclassification to mine properties. No amortisation is charged during the exploration and evaluation phase.

Key estimates and assumptions – Exploration and evaluation assets

The application of the Company’s accounting policy for exploration and evaluation assets requires significant judgment to determine whether future economic benefits are likely from either future exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves.

	2023	2022
Note 8 Property, plant and equipment	$	$
Motor vehicles – cost	200,977	200,977
Less: Accumulated depreciation	(112,604)	(74,730)
	88,373	126,247
Plant & equipment – cost	212,834	212,834
Less: Accumulated depreciation	(96,429)	(62,451)
	116,405	150,383
	204,778	276,630

Movements in carrying amounts

Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year:

	Motor vehicles $	Plant and equipment $	Total $
Opening balance 1 January	126,247	150,383	276,630
Additions	-	-	-
Depreciation expense	(37,874)	(33,978)	(71,852)
Closing Balance 31 December	88,373	116,405	204,778

Page | 18

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2023
ANNUAL REPORT
31 December 2023

| | 2023
$ | 2022
$ |
| --- | --- | --- |
| Note 9 Trade and other payables | | |
| Current | | |
| Unsecured | | |
| Trade payables | 218,591 | 152,797 |
| Accruals and other payables | 137,663 | 2,926 |
| | 356,254 | 155,723 |
| Note 10 Borrowings | | |
| Current | | |
| Chattel mortgages | 18,418 | 37,143 |
| Less: Unexpired interest | (2,196) | (4,397) |
| | 16,222 | 32,746 |
| Non-current | | |
| Chattel mortgages | 13,814 | 32,232 |
| Less: Unexpired interest | (553) | (2,749) |
| | 13,261 | 29,483 |
| | 29,483 | 62,229 |
| Note 11 Loan from Parent | | |
| Balance at beginning of year | 17,561,662 | 8,849,002 |
| Amounts received from parent during the period | 2,323,892 | 8,911,805 |
| Amounts advanced to related entity during the period | (45,614) | (199,145) |
| Closing balance at end of year | 19,839,940 | 17,561,662 |

a. Amounts received from Siren Gold Ltd

Reefton Resources Pty Limited is a subsidiary of Siren Gold Ltd. Funding is received from Siren Gold Ltd to undertake exploration of the tenements owned by Reefton Resources Pty Limited.

b. Amounts advanced to Sams Creek Gold Limited

Sams Creek Gold Limited is a subsidiary of Siren Gold Ltd. Invoices have been paid by Reefton Resources on behalf of Sams Creek and a receivable recognised.

Note 12 Issued capital

100 Ordinary shares (2022: 100)	100	100
Ordinary Shares	No.	No.
At the beginning of the reporting period	100	100
At the end of the reporting period	100	100

Ordinary shares participate in dividends and the proceeds on winding up on the company in proportion to the number of shares held.

At the shareholders' meetings, each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

Page | 19

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2023
Note 13 Financial Risk Management

ANNUAL REPORT
31 December 2023

i. Financial Risk Management Policies

This note presents information about the Company's exposure to each of the above risks, its objectives, policies and procedures for measuring and managing risk, and the management of capital.

The Company's financial instruments consist mainly of deposits with banks, short-term investments, and accounts payable and receivable.

The Company does not speculate in the trading of derivative instruments.

A summary of the Company's Financial Assets and Liabilities is shown below:

	2023	2022
	$	$
Financial assets
Cash and cash equivalents	152,232	33,050
Trade and other receivables	20,305	21,306
Other assets	199,452	138,116
Total financial assets	371,989	192,472
Financial liabilities
Trade and other payables	356,254	155,723
Borrowings	29,483	62,229
Loan from parent	19,839,940	17,561,662
Total financial liabilities	20,225,677	17,779,614

ii. Specific Financial Risk Exposures and Management

The main risks the Company is exposed to through its financial instruments are credit risk, liquidity risk and market risk, consisting of interest rate and foreign currency risk. However, the sole material risk at the present stage of the Company is liquidity risk.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board adopts practices designed to identify significant areas of business risk and to effectively manage those risks in accordance with the Company's risk profile. This includes assessing, monitoring and managing risks for the Company and setting appropriate risk limits and controls. The Company is not of a size nor are its affairs of such complexity to justify the establishment of a formal system for risk management and associated controls. Instead, the Board approves all expenditure, is intimately acquainted with all operations and discusses all relevant issues at the Board meetings. The operational and other compliance risk management have also been assessed and found to be operating efficiently and effectively.

iii. Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Company.

iv. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

Typically, the Company ensures that it has sufficient cash to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

Page | 20

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2023
ANNUAL REPORT
31 December 2023

Note 13 Financial Risk Management (continued)

The financial liabilities of the Company include trade and other payables as disclosed in the statement of financial position. All trade and other payables are non-interest bearing and due within 30 days of the reporting date.

v. Market risk

The Company is exposed to currency risk on purchases that are denominated in a currency other than the New Zealand dollar (NZD). The Company seeks to minimise its exposure to currency risk by monitoring exchange rates and entering into foreign currency transactions that maximise the Company’s position. The Company does not presently enter into hedging arrangements to hedge its currency risk. All foreign currency transactions are entered into at spot rates. The Board considers this policy appropriate, taking into account the Company’s size, current stage of operations, financial position and the Board’s approach to risk management.

vi. Sensitivity Analysis

Due to the current nature of the Company, the Company is not exposed to material financial risk sensitivities.

vii. Net Fair Values

Fair value estimation

The fair values of financial assets and financial liabilities can be compared to their carrying values as presented in the statement of financial position. Fair values are those amounts at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. Financial instruments whose carrying value is equivalent to fair value due to their nature include:

• Cash and cash equivalents;
• Trade and other receivables; and
• Trade and other payables.

The methods and assumptions used in determining the fair values of financial instruments are disclosed in the accounting policy notes specific to the asset or liability.

Note 14 Commitments

The Company has no commitments as at 31 December 2023.

Note 15 Events subsequent to reporting date

On 26 February 2024, the Company announced the appointment of Mr Victor Rajasooriar to the role of Managing Director and Chief Executive Officer, effective from 2 April 2024, replacing Mr Brian Rodan, who will remain as Non-Executive Chairman of the Company.

On 20 June 2024, the Company signed a letter of intent with Rua Gold Inc., a Canadian exploration company, for the sale of 100% of Reefton Resources. At the date of this report, the terms of sale were continuing to be negotiated.

For the period from 1 January 2024 to the date of signing this financial report, the Parent Company loaned the Company an additional $828,519.

Note 16 Contingent liabilities

The Company has no contingent liabilities as at 31 December 2023.

Note 17 Operating segments

IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports about components of the Company that are regularly reviewed by the Board in order to allocate resources to the segments and to assess their performance. The Company has only one operation, being the exploration for and development of mineral resources. Consequently, the Company does not report segmented operations.

Page | 21

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2023
Note 18 Related Party Transactions
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties, unless otherwise stated.
^{}[]
| | 2023
$ | 2022
$ |
| --- | --- | --- |
| ARC Limited (ARC) | | |
| ARC, a business controlled by Mr Paul Angus, provides resource consulting services. | | |
| Amounts include expense reimbursements: | | |
| Fees incurred during the year: | 251,943 | 365,140 |
| Amounts outstanding at year end: | 41,579 | 23,861 |
Note 19 Auditor's Remuneration
Auditing or reviewing the financial reports
| | 5,000 | 5,000 |
| --- | --- | --- |
These financial statements have been prepared for the divestiture of Reefton Resources. Audit fees have been paid by Rua Gold Inc., the intended purchaser.
Page | 22

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2023

Directors' Declaration

The Directors of the Company declare that:

1. The financial statements and notes, as set out on pages 5 to 22, are in accordance with the Corporations Act 2001(Cth) and:
   (a) comply with Accounting Standards;
   (b) are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, as stated in Note 1 to the financial statements; and
   (c) give a true and fair view of the financial position as at 31 December 2023 and of the performance for the year ended on that date of the Company.
   (d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001 (Cth);

2. in the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:

PAUL ANGUS
Director
Dated this 12th day of July 2024

Page | 23

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HALL CHADWICK

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF REEFTON RESOURCES PTY LIMITED

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Reefton Resources Pty Limited (“the Company”), which comprises the statement of financial position as at 31 December 2023, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration.

In our opinion the accompanying financial report of the Company is in accordance:

(i) giving a true and fair view of the Company’s financial position as at 31 December 2023 and of its financial performance for the year then ended; and
(ii) complying with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1a(ii) in the financial report which indicates that the Company incurred a net loss of $400,416 during the year ended 31 December 2023. As stated in Note 1a(ii), these events or conditions, along with other matters as set forth in Note 1a(ii), indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in this respect of this matter.

Independent Member of
PrimeGlobal
The Association of Advisory and Accounting Firms

PERTH • SYDNEY • MELBOURNE • BRISBANE • ADELAIDE • DARWIN
Hall Chadwick WA Audit Pty Ltd ABN 33 121 222 802
Liability limited by a scheme approved under Professional Standards Legislation.
Hall Chadwick Association is a national group of independent Chartered Accountants and Business Advisory firms.

PO Box 1288 Sublaco WA 6904
283 Rokeby Rd Sublaco WA 6008
T: +61 8 9426 0666

hallchadwickwa.com.au

---

HALL CHADWICK

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Company's annual report for the year ended 31 December 2023, but does not include the financial report and our auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

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

Auditor's Responsibilities for the Audit of the Financial Report

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

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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HALL CHADWICK

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Hall Chadwick
HALL CHADWICK WA AUDIT PTY LTD

Mark Delaurentis
MARK DELAURENTIS CA
Director

Dated this 12th day of July 2024
Perth, Western Australia

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REEFTON RESOURCES PTY LIMITED

NZ.C.N. 675 8173

ANNUAL REPORT

31 December 2023

The Company holds interests in the following tenements.

TENEMENT / STATUS	OPERATION NAME	REGISTERED HOLDER	% HELD	GRANT DATE	EXPIRY DATE	AREA SIZE (HA)
EP 60446	Alexander River	Reefton Resources Pty Limited	100%	10 May 2018	9 May 2028	1,675.5
EP 60448	Big River	Reefton Resources Pty Limited	100%	20 June 2018	5-yr Extension application to 19 June 2028	4,847.1
EP 60479	Lyell	Reefton Resources Pty Limited	100%	13 December 2018	5-yr Extension application to 12 December 2028	5,424.6
EPA 60928	Reefton South	Reefton Resources Pty Limited	100%	30 November 2023	30 November 2028	25,508.6
EP 60648	Golden Point	Reefton Resources Pty Limited	100%	19 March 2021	18 March 2026	4,622.7
PP 60632	Bell Hill	Reefton Resources Pty Limited	100%	15 December 2021	2-yr Extension application to 14 December 2025	17,240.0
PP 60758	Waitahu	Reefton Resources Pty Limited	100%	17 December 2021	2-yr Extension to 16 December 2025	2,377.2
EP 60747	Cumberland	Reefton Resources Pty Limited	100%	14 December 2022	13 December 2027	2,249.7
PPA 60893.01	Langdons	Reefton Resources Pty Limited	100%	25 May 2023	24 May 2025	7,305.2
PPA 60894.01	Grey River	Reefton Resources Pty Limited	100%	20 November 2023	20 November 2025	7,418.9
EOL 60446.02	Alexander River	Reefton Resources Pty Limited	100%	Extension of land application		2,341.0
EOL 60448.02	Big River	Reefton Resources Pty Limited	100%	Extension of land application		569.8

Page | 27

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Page | 1

Reefton Resources Pty Limited

NZ.C.N. 675 8173

ANNUAL REPORT

31 December 2022

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2022

Corporate directory

Directors

Brian Rodan Director
Paul Angus Director
Keith Murray Director

Registered Office

Address: Level 4, 18 Princes Street, Dunedin
Central
Dunedin 9054 New Zealand

Telephone: +61 8 6458 4200
Email: Admin@SirenGold.com.au
Website: www.sirengold.com.au

Auditors

Hall Chadwick WA Audit Pty Ltd
283 Rokeby Road
Subiaco WA 6008
Telephone: (08) 9426 0666

Solicitors to the Company

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

Page | 2

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2022

Contents

Auditor’s Independence Declaration...4
Statement of profit or loss and other comprehensive income ...5
Statement of financial position...6
Statement of changes in equity ...7
Statement of cash flows ...8
Notes to the financial statements...9
Directors’ Declaration...23
Independent Auditor’s Report...24

Page | 3

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2022

Auditor’s Independence Declaration

HALL CHADWICK

To the Board of Directors,

AUDITOR’S INDEPENDENCE DECLARATION

As lead audit director for the audit of the financial statements of Reefton Resources Pty Limited for the year ended 31 December 2022, I declare that to the best of my knowledge and belief, there have been no contraventions of any applicable code of professional conduct in relation to the audit.

Yours Faithfully

Hall Chadwick
HALL CHADWICK WA AUDIT PTY LTD

Mark Delaworth
MARK DELAURENTIS CA
Director

Dated this 12th day of July 2024
Perth, Western Australia

Independent Member of
PrimeGlobal
The Association of Advisory and Accounting Firms

PERTH • SYDNEY • MELBOURNE • BRISBANE • ADELAIDE • DARWIN
PO Box 1288 Sublaco WA 6904
Hall Chadwick WA Audit Pty Ltd ABN 33 121 222 802
283 Rakeby Rd Sublaco WA 6008
Liability limited by a scheme approved under Professional Standards Legislation.
HALL Chadwick Association is a national group of independent Chartered Accountants and Business Advisory firms.
hallchadwickwa.com.au

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2022

Statement of profit or loss and other comprehensive income

For the year ended 31 December 2022

	Note	2022 $	2021 $
Continuing operations
Revenue
Other income	2	2,668	960
		2,668	960
Expenses
Compliance costs		(45)	(45)
Information technology costs		(17,973)	(13,610)
Depreciation		(75,991)	(53,817)
Insurance		(10,273)	(4,941)
Interest expenses		(3,231)	(3,391)
Professional fees		(72,735)	(49,431)
Public relations, marketing and advertising		(875)	-
Rent and office costs		(210,688)	(45,614)
Other expenses		(91,359)	(45,524)
		(483,170)	(216,373)
Loss before tax		(480,502)	(215,413)
Income tax benefit	3	-	-
Net loss for the year		(480,502)	(215,413)
Other comprehensive income, net of income tax
Other comprehensive income/(loss) for the year, net of tax		-	-
Total comprehensive loss for the year		(480,502)	(215,413)

The statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.
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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Statement of financial position
As at 31 December 2022
ANNUAL REPORT
31 December 2022

	Note	2022 $	2021 $
Current Assets
Cash and cash equivalents	4	33,050	21,860
Trade and other receivables	5	21,306	155,087
Other assets	6	3,116	2,672
Total Current Assets		57,472	179,619
Non-Current Assets
Exploration and evaluation expenditure	7	16,471,906	8,496,137
Property, plant and equipment	8	276,630	179,812
Other assets	6	135,435	130,581
Total Non-Current Assets		16,883,971	8,806,530
Total Assets		16,941,443	8,986,149
Current Liabilities
Trade and other payables	9	155,723	458,490
Borrowings	10	32,746	18,279
Total Current Liabilities		188,469	476,769
Non-Current Liabilities
Borrowings	10	29,483	18,047
Loan from parent	11	17,561,662	8,849,002
Total Non-Current Liabilities		17,591,145	8,867,049
Total Liabilities		17,779,614	9,343,818
Net Assets		(838,171)	(357,669)
Equity
Issued capital	12	100	100
Accumulated losses		(838,271)	(357,769)
Total Equity		(838,171)	(357,669)

The statement of financial position is to be read in conjunction with the accompanying notes.
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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Statement of changes in equity
For the year ended 31 December 2022
ANNUAL REPORT
31 December 2022

| | Note | Issued Capital
$ | Accumulated Losses
$ | Total
$ |
| --- | --- | --- | --- | --- |
| Balance at 1 January 2021 | | 100 | (142,356) | (142,256) |
| Loss for the year | | - | (215,413) | (215,413) |
| Other comprehensive income for the year | | - | - | - |
| Total comprehensive loss for the year | | - | (215,413) | (215,413) |
| Balance at 31 December 2021 | | 100 | (357,769) | (357,669) |
| Balance at 1 January 2022 | | 100 | (357,769) | (357,669) |
| Loss for the year | | - | (480,502) | (480,502) |
| Other comprehensive loss for the year | | - | - | - |
| Total comprehensive loss for the year | | - | (480,502) | (480,502) |
| Balance at 31 December 2022 | | 100 | (838,271) | (838,171) |

The statement of changes in equity is to be read in conjunction with the accompanying notes.
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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Statement of cash flows
For the year ended 31 December 2022
ANNUAL REPORT
31 December 2022

Note	2022 $	2021 $
Cash flows from operating activities
Payments to suppliers and employees	(404,375)	(154,565)
Interest paid	-	(305)
Interest received	2,668	960
Net cash used in operating activities	4b	(401,707)
		(153,910)
Cash flows from Investing activities
Payments for exploration and evaluation	(8,135,288)	(6,544,295)
Payments for property, plant and equipment	(131,165)	(84,592)
Payments for bank guarantees	(6,739)	(11,200)
Net cash used in investing activities		(8,273,192)
		(6,640,087)
Cash flows from financing activities
Loan from parent	8,712,660	6,830,075
Proceeds from borrowings	-	4,515
Repayment of borrowings	(26,571)	(20,057)
Net cash provided from financing activities		8,686,089
		6,814,533
Net increase / (decrease) in cash held		11,190
		20,536
Cash and cash equivalents at the beginning of the year	21,860	1,324
Cash and cash equivalents at the end of the year	4a	33,050

The statement of cash flows is to be read in conjunction with the accompanying notes.
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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2022
ANNUAL REPORT
31 December 2022

Note 1 Statement of significant accounting policies

These are the financial statements and notes of Reefton Resources Pty Limited (Reefton Resources or the Company). Reefton Resources is a company limited by shares, domiciled and incorporated in New Zealand. The Company was incorporated on 12 March 2018 with a 31 December year end as resolved by the Directors.

The financial statements were authorised for issue on 12 July 2024 by the Directors of the Company.

a. Basis of preparation

i. Statement of Compliance

These financial statements are general purpose financial statements which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

It is recommended that this financial report be read in conjunction with the annual financial statements for the year ended 31 December 2022 of the Siren Gold Ltd (Siren or the Parent Entity) which is the ultimate holding company of Reefton Resources.

ii. Going Concern

The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The Company incurred a loss for the year ended 31 December 2022 of $480,502 (2021 loss: $215,413) and net cash outflows from operating activities of $401,707 (2021: $153,910 outflows). These factors indicate a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern.

The Directors have prepared a cash flow forecast which indicates that the Company will have sufficient cash flows to meet all commitments and working capital requirements for the 12-month period from the date of signing this financial report. The Directors believe it is appropriate to prepare these accounts on a going concern basis because of the following factors:

• The Parent Company is in the process of divesting Reefton Resources Pty Limited to Rua Gold Inc., a Canadian exploration company listed on the Canadian Stock Exchange. The Parent Company loan will be settled in the course of the transaction.
• Without the divestiture, the Directors would otherwise develop an appropriate plan to raise additional funds as and when they are required.
• The Company has the ability to scale down its operations in order to curtail expenditure, in the event that any capital raisings are delayed or insufficient cash is available to meet projected expenditure.

Based on the cashflow forecast and other factors referred to above, the Directors are satisfied that the going concern basis of preparation is appropriate.

The financial statements do not include any adjustment relating to the recoverability or classification of recorded asset amounts or to the amounts or classifications of liabilities that might be necessary should the Company not be able to continue as a going concern.

Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised and in any future years affected.

Judgements made by management in the application of IFRSs that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in Note 1o.

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2022

Notes to the financial statements

For the year ended 31 December 2022

Note 1 Statement of significant accounting policies (continued)

b. Accounting Policies

The Company has consistently applied the following accounting policies to all periods presented in the financial statements. The Company has considered the implications of new and amended Financial Reporting Standards applicable for annual reporting periods beginning after 1 January 2022 but determined that their application to the financial statements is either not relevant or not material.

c. Foreign currency transactions and balances

i. Functional and presentation currency

The functional currency of the Company is measured using the currency of the primary economic environment in which that entity operates. The financial statements are presented in New Zealand dollars, which is the Company's functional and presentation currency.

ii. Transaction and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge.

d. Taxation

i. Income tax

The income tax expense or benefit for the year comprises current income tax expense or benefit and deferred tax expense or benefit. Current and deferred income tax expense or benefit is charged or credited directly to other comprehensive income instead of the profit or loss when the tax relates to items that are credited or charged directly to other comprehensive income.

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at the reporting date. Current tax liabilities or assets are therefore measured at the amounts expected to be paid to or recovered from the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and liability balances during the year, as well unused tax losses.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur.

Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future years in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2022
Note 1 Statement of significant accounting policies (continued)
d. Taxation (continued)
ii. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from Inland Revenue Department (NZ). In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the statement of financial position are shown inclusive of GST.
The net amount of GST recoverable from, or payable to Inland Revenue Department (NZ) is included as a current asset or liability in the statement of financial position.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
e. Fair Value
i. Fair value of Assets and Liabilities
The Company measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable IFRS.
Fair value is the price the Company would receive to sell an asset or would have to pay to transfer a liability in an orderly unforced transaction between independent, knowledgeable and willing market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.
The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.
ii. Fair value hierarchy
IFRS 13 Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows:
| Level 1 | Level 2 | Level 3 |
| --- | --- | --- |
| Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. | Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. | Measurements based on unobservable inputs for the asset or liability. |
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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2022

Notes to the financial statements

For the year ended 31 December 2022

Note 1 Statement of significant accounting policies (continued)

e. Fair Value (continued)

The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.

iii. Valuation techniques

The Company selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Company are consistent with one or more of the following valuation approaches:

• Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities.
• Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value.
• Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity.

Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Company gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data is not available and therefore are developed using the best information available about such assumptions are considered unobservable.

f. Property, Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and/or impairment.

i. Plant and equipment

Plant and equipment is measured on the cost basis less accumulated depreciation and impairment losses.

The carrying amount of plant and equipment is reviewed annually by the directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed by the Company includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit and loss during the financial year in which they are incurred.

ii. Depreciation

The depreciable amount of all fixed assets, including building and capitalised lease assets, but excluding freehold land, is depreciated on a diminishing value basis over their useful lives to the Company commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable asset are shown below:

Fixed asset class	Depreciation rate
Plant and Equipment	10% - 50%
Motor Vehicles	10% - 50%

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2022

Notes to the financial statements

For the year ended 31 December 2022

Note 1 Statement of significant accounting policies (continued)

f. Property, Plant and Equipment (continued)

ii. Depreciation (continued)

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in profit and loss.

g. Cash and cash equivalents

Cash and cash equivalents in the Statement of Financial Position include cash on hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown as current liabilities in the Statement of Financial Position. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as described above, net of outstanding bank overdrafts.

h. Trade and other receivables

Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Collectability of trade and other receivables is reviewed on an ongoing basis. An impairment loss is recognised for debts which are known to be uncollectible. An impairment provision is raised for any doubtful amounts.

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 which are unpaid and stated at their amortised cost. The amounts are unsecured and are generally settled on 21-day terms.

j. Financial Instruments

i. Initial recognition and measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions of the instruments. For financial assets, this is equivalent to the date that the Company commits itself to either purchase or sell the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at fair value through profit or loss’ in which case transaction costs are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

ii. Classification and Subsequent Measurement

Financial instruments are subsequently measured at either fair value, amortised cost using the effective interest rate method or cost. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised cost is calculated as (i) the amount at which the financial asset or financial liability is measured at initial recognition; (ii) less principal repayments; (iii) plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method; and (iv) less any reduction for impairment.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss. The Company does not designate any interest in subsidiaries, associates or joint venture entities as being subject to the

Page | 13

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
requirements of accounting standards specifically applicable to financial statements.
ANNUAL REPORT
31 December 2022

Notes to the financial statements

For the year ended 31 December 2022

Note 1 Statement of significant accounting policies (continued)

j. Financial Instruments (continued)

iii. Financial assets at fair value through profit and loss or through other comprehensive Income

Financial assets are classified at ‘fair value through profit or loss’ or ‘fair value through other comprehensive income’ when they are either held for trading for purposes of short term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss if electing to choose ‘fair value through profit or loss’ or other comprehensive income if electing ‘fair value through other comprehensive income’.

iv. Financial Liabilities

The Company’s financial liabilities include trade and other payables, loan and borrowings, provisions for cash bonus and other liabilities which include deferred cash consideration and deferred equity consideration for acquisition of subsidiaries and associates.

All financial liabilities are recognised initially at fair value and, in the case of loans, borrowings and payables, net of directly attributable transaction costs.

v. Derecognition

Financial assets are derecognised where the contractual rights to receipts of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risk and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

vi. Impairment of financial assets

At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a significant or prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the statement of profit or loss and other comprehensive income.

The carrying amount of financial assets including uncollectible trade receivables is reduced by the impairment loss through the use of an allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of available-for-sale equity instruments, any subsequent increase in fair value after an impairment loss is recognised directly in the financial assets reserve in other comprehensive income.

vii. Impairment of non-financial assets

At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of profit or loss and other comprehensive income.

Page | 14

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2022
Note 1 Statement of significant accounting policies (continued)
^{}[]
j. Financial Instruments (continued)
^{}[]
vii. Impairment of non-financial assets (continued)
^{}[]
Impairment testing is performed annually for intangible assets with indefinite lives and intangible assets not yet available for use. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
^{}[]
k. Share capital
^{}[]
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any related income tax benefit. Ordinary issued capital bears no special terms or conditions affecting income or capital entitlements of the shareholders.
^{}[]
l. Revenue and other income
^{}[]
i. Revenue from contracts with customers
^{}[]
Revenue from contracts with customers is recognised when a customer obtains control of the promised asset and the Company satisfies its performance obligations under the contract. Revenue is allocated to each performance obligation. The Company considers the terms of the contract in determining the transaction price. The transaction price is based upon the amount the entity expects to be entitled to in exchange for the transferring of promised good.
^{}[]
j. Finance Income
^{}[]
Interest income is recognised as the interest accrues (using the effective interest method) to the net carrying amount of the financial asset.
^{}[]
All revenue is stated net of the amount of GST (Note 1d.ii Goods and Services Tax (GST)).
^{}[]
m. Critical Accounting Estimates and Judgements
^{}[]
The directors evaluate estimates and judgements incorporated into the financial statements 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 Company.
^{}[]
Management discusses with the Board the development, selection and disclosure of the Company's critical accounting policies and estimates and the application of these policies and estimates. There are presently no estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
^{}[]
n. Exploration and Development Expenditure
^{}[]
Costs incurred with respect to the acquisition of rights to explore for each identifiable area of interest are capitalised in the statement of financial position.
^{}[]
Capitalised costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.
^{}[]
Capitalised costs in relation to an abandoned area are written off in full against profit in the period in which the decision to abandon the area is made.
^{}[]
When production commences, the capitalised costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
^{}[]
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
^{}[]
o. New Accounting Standards for Application in Future Periods
^{}[]
The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the preparation of the Parent Entity's annual financial statements for the year ended 31 December 2022. All applicable new standards and interpretations issued since 1 January 2023 have been adopted. There was no material impact on the Company.
^{}[]
Page | 15

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2022
ANNUAL REPORT
31 December 2022

| | 2022
$ | 2021
$ |
| --- | --- | --- |
| Note 2 Revenue and other income | | |
| Other income | | |
| Interest | 2,668 | 960 |

Note 3 Income Tax

a. Income tax benefit

Current tax	-	-
Deferred tax	-	-

b. Reconciliation of income tax benefit to prima facie tax payable

The prima facie tax benefit on loss from ordinary activities before income tax is reconciled to the income tax expense as follows:

Prima facie tax on operating loss at 28% (2021: 28%)	(134,541)	(60,316)
Deferred tax asset not brought to account	134,541	60,316
Income tax benefit attributable to operating loss	-	-

c. The applicable weighted average effective tax rates attributable to the operating result are as follows:

The tax rate used in the above reconciliations is the corporate tax rate of 28% (2021: 28%) payable by the New Zealand corporate entity on taxable profits under New Zealand tax law.

	Nil	Nil
Nil	Nil	Nil

d. Balance of franking account at year end of the legal parent

e. Tax losses carried forward	11,012,700	3,738,143

Potential deferred tax assets attributable to tax losses have not been brought to account at 31 December 2022 because the directors do not believe it is appropriate to regard the realisation of the deferred tax assets as probable at this point in time. These benefits will only be obtained if:

• the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the loss to be realised;
• the Company continues to comply with conditions for deductibility imposed by law; and
• no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the loss.

Page | 16

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2022
ANNUAL REPORT
31 December 2022

Note 4 Cash and Cash Equivalents

a. Reconciliation of cash
Cash at bank
Cash on hand

2022	2021
$	$
32,950	21,760
100	100
33,050	21,860

Cash Flow information

b. Reconciliation of cash flow from operations to loss after income tax
Loss after income tax
(480,502) (215,413)

Non-cash flows in profit and loss
- Depreciation and amortisation
75,991 53,933

Changes in assets and liabilities
- (increase) in prepayments
- Increase/(decrease) in borrowings
- (decrease) in payables
- (Increase) in receivables and other assets
3,261 7,570

Cash flow from operations
(401,707) (153,910)

Note 5 Trade and other receivables

Current
Unsecured
GST receivable
Prepayments

21,306	155,087
-	-
21,306	155,087

Note 6 Other Assets

Current
Other assets

3,116	2,672
3,116	2,672

Non-Current
Bank guarantees
Other assets

135,000	130,000
435	581
135,435	130,581
138,551	133,253

Page | 17

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2022
ANNUAL REPORT
31 December 2022

Note 7 Exploration and Evaluation Expenditure

Non-Current

Opening 8,496,137 2,050,698
Capitalised exploration during the year 7,975,769 6,445,439
Closing 16,471,906 8,496,137

Recognition and measurement

Exploration and evaluation expenditure includes pre-license costs, costs associated with exploring, investigating, examining and evaluating an area of mineralisation, and assessing the technical feasibility and commercial viability of extracting the mineral resource from that area. Other than acquisition costs, exploration and evaluation expenditure incurred on licenses where the commercial viability of extracting the mineral resource has not yet been established is generally expensed when incurred. Once the commercial viability of extracting the mineral resource is demonstrable (at which point, the Company considers it is probable that economic benefits will be realised), the Company capitalises any further evaluation costs incurred.

The recoverability of the exploration and evaluation assets is dependent on the successful development and commercial exploration, or alternatively, sale of the respective area of interest.

Exploration and evaluation assets are assessed for impairment if:

• insufficient data exists to determine commercial viability; or
• other facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

An exploration and evaluation asset shall be reclassified to mine properties when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable and a decision has been made to develop and extract the resource. Exploration and evaluation assets shall be assessed for impairment, and any impairment loss shall be recognised, before reclassification to mine properties. No amortisation is charged during the exploration and evaluation phase.

Key estimates and assumptions – Exploration and evaluation assets

The application of the Company’s accounting policy for exploration and evaluation assets requires significant judgment to determine whether future economic benefits are likely from either future exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves.

| | 2022
$ | 2021
$ |
| --- | --- | --- |
| Note 8 Property, plant and equipment | | |
| Motor vehicles – cost | 200,977 | 109,242 |
| Less: Accumulated depreciation | (74,730) | (36,619) |
| | 126,247 | 72,623 |
| Plant & equipment – cost | 212,834 | 131,759 |
| Less: Accumulated depreciation | (62,451) | (24,570) |
| | 150,383 | 107,189 |
| | 276,630 | 179,812 |

Movements in carrying amounts

Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year:

| | Motor vehicles
$ | Plant and equipment
$ | Total
$ |
| --- | --- | --- | --- |
| Opening balance 1 January | 72,623 | 107,189 | 179,812 |
| Additions | 91,735 | 81,074 | 172,809 |
| Depreciation expense | (38,111) | (37,880) | (75,991) |
| Closing Balance 31 December | 126,247 | 150,383 | 276,630 |

Page | 18

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2022
ANNUAL REPORT
31 December 2022

| | 2022
$ | 2021
$ |
| --- | --- | --- |
| Note 9 Trade and other payables | | |
| Current | | |
| Unsecured | | |
| Trade payables | 152,797 | 451,861 |
| Accruals and other payables | 2,926 | 6,629 |
| | 155,723 | 458,490 |
| Note 10 Borrowings | | |
| Current | | |
| Chattel mortgages | 37,143 | 20,359 |
| Less: Unexpired interest | (4,397) | (2,080) |
| | 32,746 | 18,279 |
| Non-current | | |
| Chattel mortgages | 32,232 | 18,725 |
| Less: Unexpired interest | (2,749) | (678) |
| | 29,483 | 18,047 |
| | 62,229 | 36,326 |
| Note 11 Loan from Parent | | |
| Balance at beginning of year | 8,849,002 | 2,018,927 |
| Amounts received from parent during the period | 8,911,805 | 6,830,075 |
| Amounts advanced to related entity during the period | (199,145) | - |
| Closing balance at end of year | 17,561,662 | 8,849,002 |

a. Amounts received from Siren Gold Ltd

Reefton Resources Pty Limited is a subsidiary of Siren Gold Ltd. Funding is received from Siren Gold Ltd to undertake exploration of the tenements owned by Reefton Resources Pty Limited.

b. Amounts advanced to Sams Creek Gold Limited

Sams Creek Gold Limited is a subsidiary of Siren Gold Ltd. Invoices have been paid by Reefton Resources on behalf of Sams Creek and a receivable recognised.

Note 12 Issued capital

100 Ordinary shares (2021: 100)	100	100
Ordinary Shares	No.	No.
At the beginning of the reporting period	100	100
At the end of the reporting period	100	100

Ordinary shares participate in dividends and the proceeds on winding up on the company in proportion to the number of shares held.

At the shareholders' meetings, each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

Page | 19

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2022
Note 13 Financial Risk Management

ANNUAL REPORT
31 December 2022

i. Financial Risk Management Policies

This note presents information about the Company's exposure to each of the above risks, its objectives, policies and procedures for measuring and managing risk, and the management of capital.

The Company's financial instruments consist mainly of deposits with banks, short-term investments, and accounts payable and receivable.

The Company does not speculate in the trading of derivative instruments.

A summary of the Company's Financial Assets and Liabilities is shown below:

	2022	2021
	$	$
Financial assets
Cash and cash equivalents	33,050	21,860
Trade and other receivables	21,306	155,087
Other assets	138,116	132,672
Total financial assets	192,472	309,619
Financial liabilities
Trade and other payables	155,723	458,490
Borrowings	62,229	36,326
Loan from parent	17,561,662	8,849,002
Total financial liabilities	17,779,614	9,343,818

ii. Specific Financial Risk Exposures and Management

The main risks the Company is exposed to through its financial instruments are credit risk, liquidity risk and market risk, consisting of interest rate and foreign currency risk. However, the sole material risk at the present stage of the Company is liquidity risk.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board adopts practices designed to identify significant areas of business risk and to effectively manage those risks in accordance with the Company's risk profile. This includes assessing, monitoring and managing risks for the Company and setting appropriate risk limits and controls. The Company is not of a size nor are its affairs of such complexity to justify the establishment of a formal system for risk management and associated controls. Instead, the Board approves all expenditure, is intimately acquainted with all operations and discusses all relevant issues at the Board meetings. The operational and other compliance risk management have also been assessed and found to be operating efficiently and effectively.

iii. Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Company.

iv. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

Typically, the Company ensures that it has sufficient cash to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

Page | 20

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2022

Notes to the financial statements

For the year ended 31 December 2022

Note 13 Financial Risk Management (continued)

The financial liabilities of the Company include trade and other payables as disclosed in the statement of financial position. All trade and other payables are non-interest bearing and due within 30 days of the reporting date.

v. Market risk

The Company is exposed to currency risk on purchases that are denominated in a currency other than the New Zealand dollar (NZD). The Company seeks to minimise its exposure to currency risk by monitoring exchange rates and entering into foreign currency transactions that maximise the Company's position. The Company does not presently enter into hedging arrangements to hedge its currency risk. All foreign currency transactions are entered into at spot rates. The Board considers this policy appropriate, taking into account the Company's size, current stage of operations, financial position and the Board's approach to risk management.

vi. Sensitivity Analysis

Due to the current nature of the Company, the Company is not exposed to material financial risk sensitivities.

vii. Net Fair Values

Fair value estimation

The fair values of financial assets and financial liabilities can be compared to their carrying values as presented in the statement of financial position. Fair values are those amounts at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. Financial instruments whose carrying value is equivalent to fair value due to their nature include:

• Cash and cash equivalents;
• Trade and other receivables; and
• Trade and other payables.

The methods and assumptions used in determining the fair values of financial instruments are disclosed in the accounting policy notes specific to the asset or liability.

Note 14 Commitments

The Company has no commitments as at 31 December 2022.

Note 15 Events subsequent to reporting date

On 26 February 2024, the Company announced the appointment of Mr Victor Rajasooriar to the role of Managing Director and Chief Executive Officer, effective from 2 April 2024, replacing Mr Brian Rodan, who will remain as Non-Executive Chairman of the Company.

On 20 June 2024, the Company signed a letter of intent with Rua Gold Inc., a Canadian exploration company, for the sale of 100% of Reefton Resources. At the date of this report, the terms of sale were continuing to be negotiated.

For the period from 1 January 2023 to the date of signing this financial report, the Parent Company loaned the Company an additional $3,106,797.

Note 16 Contingent liabilities

The Company has no contingent liabilities as at 31 December 2022.

Note 17 Operating segments

IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports about components of the Company that are regularly reviewed by the Board in order to allocate resources to the segments and to assess their performance. The Company has only one operation, being the exploration for and development of mineral resources. Consequently, the Company does not report segmented operations.

Page | 21

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
Notes to the financial statements
For the year ended 31 December 2022
Note 18 Related Party Transactions
^{}[]
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties, unless otherwise stated.
^{}[]
| 2022 | 2021 |
| --- | --- |
| $ | $ |
^{}[]
ARC Limited (ARC)
ARC, a business controlled by Mr Paul Angus, provides resource consulting services.
Amounts include expense reimbursements:
Fees incurred during the year:
365,140
336,490
Amounts outstanding at year end:
23,861
22,880
^{}[]
Note 19 Auditor’s Remuneration
Auditing or reviewing the financial reports
5,000
-
^{}[]
These financial statements have been prepared for the divestiture of Reefton Resources. Audit fees have been paid by Rua Gold Inc., the intended purchaser.
^{}[]
Page | 22

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
ANNUAL REPORT
31 December 2022

Directors' Declaration

The Directors of the Company declare that:

1. The financial statements and notes, as set out on pages 5 to 22, are in accordance with the Corporations Act 2001(Cth) and:
   (a) comply with Accounting Standards;
   (b) are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, as stated in Note 1 to the financial statements; and
   (c) give a true and fair view of the financial position as at 31 December 2022 and of the performance for the year ended on that date of the Company.
   (d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001 (Cth);

2. in the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:

PAUL ANGUS
Director
Dated this 12th day of July 2024

Page | 23

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HALL CHADWICK

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF REEFTON RESOURCES PTY LIMITED

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Reefton Resources Pty Limited (“the Company”), which comprises the statement of financial position as at 31 December 2022, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration.

In our opinion the accompanying financial report of the Company is in accordance with:

(i) giving a true and fair view of the Company’s financial position as at 31 December 2022 and of its financial performance for the year then ended; and
(ii) complying with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1a(ii) in the financial report which indicates that the Company incurred a net loss of $480,502 during the year ended 31 December 2022. As stated in Note 1a(ii), these events or conditions, along with other matters as set forth in Note 1a(ii), indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in this respect of this matter.

Independent Member of
PrimeGlobal
The Association of Advisory and Accounting Firms

PERTH • SYDNEY • MELBOURNE • BRISBANE • ADELAIDE • DARWIN
Hall Chadwick WA Audit Pty Ltd ABN 33 121 222 802
Liability limited by a scheme approved under Professional Standards Legislation.
Hall Chadwick Association is a national group of independent Chartered Accountants and Business Advisory firms.

PO Box 1288 Sublaco WA 6904
283 Rokeby Rd Sublaco WA 6008
T: +61 8 9426 0666

hallchadwickwa.com.au

---

HALL CHADWICK

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Company's annual report for the year ended 31 December 2022, but does not include the financial report and our auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

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

Auditor's Responsibilities for the Audit of the Financial Report

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

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

---

HALL CHADWICK

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Hall Chadwick
HALL CHADWICK WA AUDIT PTY LTD

Mark Delaurentis
MARK DELAURENTIS CA
Director

Dated this 12th day of July 2024
Perth, Western Australia

---

REEFTON RESOURCES PTY LIMITED

NZ.C.N. 675 8173

ANNUAL REPORT

31 December 2022

The Company holds interests in the following tenements.

TENEMENT / STATUS	OPERATION NAME	REGISTERED HOLDER	% HELD	GRANT DATE	EXPIRY DATE	AREA SIZE (HA)
EP 60446	Alexander River	Reefton Resources Pty Limited	100%	10 May 2018	9 May 2028	1,675.5
EP 60448	Big River	Reefton Resources Pty Limited	100%	20 June 2018	5-yr Extension application to 19 June 2028	4,847.1
EP 60479	Lyell	Reefton Resources Pty Limited	100%	13 December 2018	5-yr Extension application to 12 December 2028	5,424.6
EPA 60928	Reefton South	Reefton Resources Pty Limited	100%	30 November 2023	30 November 2028	25,508.6
EP 60648	Golden Point	Reefton Resources Pty Limited	100%	19 March 2021	18 March 2026	4,622.7
PP 60632	Bell Hill	Reefton Resources Pty Limited	100%	15 December 2021	2-yr Extension application to 14 December 2025	17,240.0
PP 60758	Waitahu	Reefton Resources Pty Limited	100%	17 December 2021	2-yr Extension to 16 December 2025	2,377.2
EP 60747	Cumberland	Reefton Resources Pty Limited	100%	14 December 2022	13 December 2027	2,249.7
PPA 60893.01	Langdons	Reefton Resources Pty Limited	100%	25 May 2023	24 May 2025	7,305.2
PPA 60894.01	Grey River	Reefton Resources Pty Limited	100%	20 November 2023	20 November 2025	7,418.9
EOL 60446.02	Alexander River	Reefton Resources Pty Limited	100%	Extension of land application		2,341.0
EOL 60448.02	Big River	Reefton Resources Pty Limited	100%	Extension of land application		569.8

Page | 27

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SCHEDULE B

Interim Financial Statements of Reefton Resources for the Nine Month Period Ended September 30, 2024

[see attached]

---

I | Page

Reefton Resources Pty Limited

NZ.C.N. 675 8173

Interim Financial Report

30 September 2024

---

REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Corporate Directory

Directors	Brian Rodan	Director
	Paul Angus	Director
	Keith Murray	Director
Registered Office	Address	Level 4, 18 Princes Street
		Dunedin Central
		Dunedin 9054 NZ
	Telephone	+61 8 6458 4200
	Email	Admin@sirengold.com.au
	Website	www.sirengold.com.au
Auditors		Hall Chadwick Audit WA Pty Ltd
	Address	283 Rokeby Road
		Subiaco WA 6008
	Telephone	+61 8 9426 0666
Solicitors to the Company		Steinepreis Paganin
	Address	Level 14, QV1 Building
		250 St George’s Terrace
		Perth WA 6000

2 | Page

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Contents

Auditor's Independence Declaration...4
Condensed statement of profit or loss and other comprehensive income...5
Condensed statement of financial position...6
Condensed statement of changes in equity...7
Condensed statement of cash flows...8
Notes to the condensed financial statements...9
Directors' Declaration...15
Independent Auditor's Report...16

3 | Page

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Auditor’s Independence Declaration

HALL CHADWICK

To the Board of Directors,

AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001

As lead audit Director for the review of the financial statements of Reefton Resources Pty Ltd for the period ended 30 September 2024, I declare that to the best of my knowledge and belief, there have been no contraventions of:

• the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
• any applicable code of professional conduct in relation to the review.

Yours Faithfully,

Hall Chadwick
HALL CHADWICK WA AUDIT PTY LTD

Mark Delaurentis
MARK DELAURENTIS CA
Director

Dated this 29 day of November 2024
Perth, Western Australia

Independent Member of
PrimeGlobal
The Association of Advisory and Accounting Firms

PERTH • SYDNEY • MELBOURNE • BRISBANE • ADELAIDE • DARWIN
Hall Chadwick WA Audit Pty Ltd ABN 33 121 222 802
Liability limited by a scheme-approved under Professional Standards Legislation.
Hall Chadwick Association is a national group of independent Chartered Accountants and Business Advisory firms.

PO Box 1288 Subkaco WA 4904
283 Rokeby Rd Subkaco WA 6008
T: +61 8 1405 0666
hallchadwickwa.com.au

4 | Page

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REEFTON RESOURCES PTY LIMITED

NZ.C.N. 675 8173

INTERIM FINANCIAL REPORT

30 September 2024

Condensed statement of profit or loss and other comprehensive income

For the third quarter ended 30 September 2024

| | Note | 3 months ended
30 September 2024 | 3 months ended
30 September 2023 | 9 months ended
30 September 2024 | 9 months ended
30 September 2023 |
| --- | --- | --- | --- | --- | --- |
| | | $ | $ | $ | $ |
| Continuing operations | | | | | |
| Interest income | | 898 | 942 | 3,246 | 1,357 |
| | | 898 | 942 | 3,246 | 1,357 |
| Compliance costs | | - | - | (50) | (50) |
| Information technology costs | | (2,498) | (21,441) | (12,599) | (23,025) |
| Insurance | | (4,006) | (7,091) | (4,006) | (7,091) |
| Interest expenses | | - | (1,009) | (1,298) | (3,568) |
| Professional fees | | (21,791) | (15,110) | (46,737) | (55,513) |
| Public relations, marketing and advertising | | - | (2,000) | (6,430) | (3,050) |
| Rent | | (29,359) | (39,057) | (45,352) | (145,621) |
| Other expenses | | (9,330) | (33,098) | (54,572) | (100,280) |
| | | (66,984) | (118,806) | (171,044) | (338,198) |
| Loss before tax | | (66,086) | (117,864) | (167,798) | (336,841) |
| Income tax benefit | | - | - | - | - |
| Net loss for the period | | (66,086) | (117,864) | (167,798) | (336,841) |
| Other comprehensive income, net of income tax income tax | | | | | |
| Other comprehensive loss for the period, net of income tax net of tax | | - | - | - | - |
| Total comprehensive loss for the period | | (66,086) | (117,864) | (167,798) | (336,841) |

The condensed statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Condensed statement of financial position

As at 30 September 2024

	Note	30 September 2024	31 December 2023
		$	$
Current Assets
Cash and cash equivalents	2	9,849	152,232
Trade and other receivables	3	129,956	20,305
Other assets	6	5,398	4,452
Total Current Assets		145,203	176,989
Non-Current Assets
Exploration and evaluation expenditure	4	19,309,259	18,410,119
Property, plant and equipment	5	65,358	204,778
Other assets	6	190,000	195,204
Total Non-Current Assets		19,564,617	18,810,101
Total Assets		19,709,820	18,987,090
Current Liabilities
Trade and other payables	7	62,417	356,254
Borrowings	8	-	16,222
Total Current Liabilities		62,417	372,476
Non-Current Liabilities
Borrowings	8	-	13,261
Loan from parent	9	21,053,788	19,839,940
Total Non-Current Liabilities		21,053,788	19,853,201
Total Liabilities		21,116,205	20,225,677
Net Assets		(1,406,385)	(1,238,587)
Equity
Issued capital		100	100
Accumulated losses		(1,406,485)	(1,238,687)
Total Equity		(1,406,385)	(1,238,587)

The condensed statement of financial position is to be read in conjunction with the accompanying notes.

6 | Page

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Condensed statement of changes in equity

For the third quarter ended 30 September 2024

	Issued Capital	Accumulated Losses	Total
	$	$	$
Balance at 1 January 2023	100	(838,271)	(838,171)
Loss for the period	-	(336,841)	(336,841)
Other comprehensive income for the period	-	-	-
Total comprehensive loss for the period	-	(336,841)	(336,841)
Balance at 30 September 2023	100	(1,175,112)	(1,175,012)
Balance at 1 January 2024	100	(1,238,687)	(1,238,587)
Loss for the period	-	(167,798)	(167,798)
Other comprehensive income for the period	-	-	-
Total comprehensive loss for the period	-	(167,798)	(167,798)
Balance at 30 September 2024	100	(1,406,485)	(1,406,385)

The condensed statement of changes in equity is to be read in conjunction with the accompanying notes.
7 | Page

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Condensed statement of cash flows

For the third quarter ended 30 September 2024

| | 9 months ended
30 September 2024
$ | 9 months ended
30 September 2023
$ |
| --- | --- | --- |
| Cash flow from operating activities | | |
| Payments to suppliers and employees | (287,724) | (174,111) |
| Interest received | 3,246 | 1,357 |
| Net cash used in operating activities | (284,478) | (172,754) |
| Cash flow from investing activities | | |
| Payments for exploration and evaluation | (1,155,717) | (1,493,998) |
| Proceeds on sale of property, plant and equipment | 109,744 | - |
| Refund/(payment) of bank guarantees | 5,000 | (60,000) |
| Net cash used in investing activities | (1,040,973) | (1,553,998) |
| Cash flow from financing activities | | |
| Loan from Parent | 1,213,848 | 1,741,145 |
| Proceeds from borrowings | - | - |
| Repayment of borrowings | (30,780) | (28,265) |
| Net cash provided from financing activities | 1,183,068 | 1,712,880 |
| Net decrease in cash held | (142,383) | (13,872) |
| Cash and cash equivalents at the beginning of the period | 152,232 | 33,050 |
| Cash and cash equivalents at the end of the period | 9,849 | 19,177 |

The condensed statement of cash flows is to be read in conjunction with the accompanying notes.

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Notes to the condensed financial statements

For the third quarter ended 30 September 2024

Note 1. Statement of significant accounting policies

These are the financial statements and notes of Reefton Resources Pty Limited (Reefton Resources or the Company). Reefton Resources is a company limited by shares, domiciled and incorporated in New Zealand. The Company was incorporated on 12 March 2018 with a 31 December year end, as resolved by the Directors.

a. Basis of preparation

i. Statement of Compliance

These general purpose interim financial statements for the first quarter reporting period ended 30 September 2024 have been prepared in accordance with International Accounting Standard IAS 34: Interim Financial Reporting. The Company is a for-profit entity for financial reporting purposes under International Accounting Standards.

This interim financial report is intended to provide users with an update on the latest annual financial statements of the Company. As such, it does not contain information that represents relatively insignificant changes occurring during the third quarter within the Company. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Company for the year ended 31 December 2023, together with the annual financial statements for the year ended 31 December 2023 of Siren Gold Ltd (Siren or the Parent Entity), the Parent Entity of Reefton Resources at the reporting date.

These interim financial statements were authorised for issue on 29 November 2024.

ii. Going Concern

The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The Company incurred a loss for the period ended 30 September 2024 of $167,798 (30 September 2023 loss: $336,841) and net cash outflows from operating activities of $284,478 (30 September 2023: $172,754). These factors indicate a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

The Directors have prepared a cash flow forecast which indicates that the Company will have sufficient cash flows to meet all commitments and working capital requirements for the 12-month period from the date of signing this financial report. The Directors believe it is appropriate to prepare these accounts on a going concern basis because of the following factors:

• Reefton Resource Pty Limited has, subsequent to the reporting date, been fully acquired by Rua Gold Inc., a Canadian exploration company listed on the Toronto Stock Exchange – Venture Exchange. The Parent Company loan was settled in the course of the transaction and Rua Gold Inc. has undertaken to support the Company as required.
• The Company has the ability to scale down its operations in order to curtail expenditure, in the event that any capital raisings are delayed or insufficient cash is available to meet projected expenditure.

Based on the cashflow forecast and other factors referred to above, the Directors are satisfied that the going concern basis of preparation is appropriate.

The financial statements do not include any adjustment relating to the recoverability or classification of recorded asset amounts or to the amounts or classifications of liabilities that might be necessary should the Company not be able to continue as a going concern.

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Notes to the condensed financial statements

For the third quarter ended 30 September 2024

Note 1 Statement of significant accounting policies (continued)

iii. Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised and in any future years affected.

b. Accounting Policies

The accounting policies and methods of computation adopted in the preparation of the 9-month reporting period are consistent with those adopted and disclosed in the company’s financial report for the year ended 31 December 2023. These accounting policies are consistent with International Financial Reporting Standards.

c. Foreign currency transactions and balances

a. Functional and presentation currency

The functional currency of the Company is measured using the currency of the primary economic environment in which that entity operates. The financial statements are presented in New Zealand dollars, which is the Company’s functional and presentation currency.

b. Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge.

d. Critical Accounting Estimates and Judgements

The directors evaluate estimates and judgements incorporated into the financial statements 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 Company.

Management discusses with the Board the development, selection and disclosure of the Company’s critical accounting policies and estimates and the application of these policies and estimates. There are presently no estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Notes to the condensed financial statements

For the third quarter ended 30 September 2024

Note 1 Statement of significant accounting policies (continued)

e. Exploration and Development Expenditure

Costs incurred with respect to the acquisition of rights to explore for each identifiable area of interest are capitalised in the statement of financial position.

Capitalised costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Capitalised costs in relation to an abandoned area are written off in full against profit in the period in which the decision to abandon the area is made.

When production commences, the capitalised costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

f. New Accounting Standards for Application in Future Periods

The accounting policies adopted in the preparation of the interim financial statements are consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 December 2023. All applicable new standards and interpretations issued since 1 January 2024 have been adopted. There was no material impact on the Company.

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Notes to the condensed financial statements

For the third quarter ended 30 September 2024

Note 2 Cash and Cash Equivalents

	30 September 2024	31 December 2023
	$	$
Cash on hand	100	100
Cash at bank	9,749	152,132
	9,849	152,232

Note 3 Trade and Other Receivables

Current

Unsecured

GST Receivable 5,230 8,035

Prepayments 124,726 12,270

129,956 20,305

Note 4 Exploration and Evaluation Expenditure

Opening 18,410,119 16,471,906

Capitalised exploration during the year 899,140 1,938,213

Closing 19,309,259 18,410,119

Note 5 Property, Plant and Equipment

Motor vehicles – cost 96,144 200,977

Less: Accumulated depreciation (66,479) (112,604)

29,665 88,373

Plant & equipment – cost 68,210 212,834

Less: Accumulated depreciation (32,517) (96,429)

35,693 116,405

Total 65,358 204,778

Movements in carrying amounts

Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the period:

	Motor vehicles	Plant and equipment	Total
Balance at the beginning of period	88,373	116,405	204,778
Additions	-	-	-
Disposals	(43,834)	(65,910)	(109,744)
Depreciation expense	(14,874)	(14,802)	(29,676)
Closing balance at 30 September 2024	29,665	35,693	65,358

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Notes to the condensed financial statements

For the third quarter ended 30 September 2024

Note 6 Other Assets

| | 30 September 2024
$ | 31 December 2023
$ |
| --- | --- | --- |
| Current | | |
| Other assets | 5,398 | 4,452 |
| | 5,398 | 4,452 |
| Non-current | | |
| Bank guarantees | 190,000 | 195,000 |
| Other assets | - | 204 |
| | 190,000 | 195,204 |
| Total Other Assets | 195,398 | 199,656 |

Note 7 Trade and Other Payables

Current
Unsecured
Trade payables	60,481	218,591
Accruals and other payables	1,936	137,663
	62,417	356,254

Note 8 Borrowings

Current
Chattel mortgages	-	18,418
Less: Unexpired interest	-	(2,196)
	-	16,222

Non-current

Chattel mortgages	-	13,814
Less: Unexpired interest	-	(553)
	-	13,261
Total Borrowings	-	29,483

13 | Page

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Notes to the condensed financial statements

For the third quarter ended 30 September 2024

Note 9 Loan from Parent

	30 September 2024	31 December 2023
	$	$
Balance at the beginning of period	19,839,940	17,561,662
Amounts received from parent during the period	1,260,338	2,323,892
Amounts advanced to related entity during the period	(46,490)	(45,614)
Closing balance at end of period	21,053,788	19,839,940

a. Amounts received from Siren Gold Ltd

Reefton Resources Pty Limited is a subsidiary of Siren Gold Ltd. Funding is received from Siren Gold Ltd to undertake exploration of the tenements owned by Reefton Resources Pty Limited.

b. Amounts advanced to Sams Creek Gold Limited

Sams Creek Gold Limited is a subsidiary of Siren Gold Ltd. Invoices have been paid by Reefton Resources on behalf of Sams Creek and a receivable recognised.

Note 10 Commitments

The Company has no future commitments as at 30 September 2024.

Note 11 Events subsequent to reporting date

On 25 November 2024, the Company was wholly acquired by Rua Gold Inc., a Canadian exploration company. In the course of the transaction the Parent Company loan was converted to fully paid shares, which were fully acquired by Rua Gold Inc..

Note 12 Contingent liabilities

The company has no contingent liabilities as at 30 September 2024.

Note 13 Related Party Transactions

ARC Ltd, a business controlled by Mr Paul Angus, provides resource consulting services to the Company. The financial statements include an expense for the period to 30 September 2024 of $120,567 (30 September 2023: $181,580) with an outstanding amount of $10,681 at 30 September 2024 (30 September 2023: $Nil).

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties, unless otherwise stated.

Note 14 Operating segments

IFRS 8 – Operating Segments requires operating segments to be identified on the basis of internal reports about components of the Company that are regularly reviewed by the Board in order to allocate resources to the segments and to assess their performance. Reefton Resources has only one operation, being the exploration for and development of mineral resources in New Zealand. Consequently, the Company does not report segmented operations.

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REEFTON RESOURCES PTY LIMITED

NZ.C.N. 675 8173

INTERIM FINANCIAL REPORT

30 September 2024

Directors' Declaration

In accordance with a resolution of the directors of Reefton Resources Pty Limited, the directors of the Company declare that:

1. The interim financial statements and notes, as set out on pages 5 to 14, are in accordance with the Corporations Act 2001 (Cth) and:

(a) comply with International Accounting Standard IAS 34: Interim Financial Reporting; and
(b) give a true and fair view of the Company's financial position as at 30 September 2024 and of its performance for the first quarter ended on that date.

1. In the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors pursuant to s.303(5) of the Corporations Act 2001 (Cth) and is signed for and on behalf of the Directors by:

PAUL ANGUS

Director

Dated this 29th day of November 2024

15 | Page

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

Independent Auditor’s Report

HALL CHADWICK

INDEPENDENT AUDITOR’S REVIEW REPORT

TO THE MEMBERS OF REEFTON RESOURCES PTY LTD

Conclusion

We have reviewed the accompanying interim financial report of Reefton Resources Pty Limited (“the Company”) which comprises the condensed statement of financial position as at 30 September 2024, the condensed statement of profit or loss and other comprehensive income, condensed statement of changes in equity and condensed statement of cash flows for the period ended on that date, a summary of significant accounting policies and other selected explanatory notes, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the period financial report of Reefton Resources Pty Limited does not comply with the Corporations Act 2001 including:

a. Giving a true and fair view of the Company’s financial position as at 30 September 2024 and of its performance for the period ended on that date; and
b. Complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporations Regulations 2001.

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s review report.

Material Uncertainty Related to Going Concern

We draw attention to Note 1a(ii) in the financial report, which indicates that the Company incurred a net loss of $167,798 during the period ended 30 September 2024. As stated in Note 1a(ii), these events or conditions, along with other matters as set forth in Note 1a(ii), indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our conclusion is not modified in respect of this matter.

Independent Member of
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The Association of Advisory and Accounting Firms
PERTH • SYDNEY • MELBOURNE • BRISBANE • ADELAIDE • DARWIN
Hall Chadwick WA Audit Pty Ltd ABN 33 121 222 802
P.O. Box 1288 Subiaco WA 6904
283 Rokeby Rd Subiaco WA 6008
T: +61 8 9426 0666
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hallchadwickwa.com.au

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REEFTON RESOURCES PTY LIMITED
NZ.C.N. 675 8173
INTERIM FINANCIAL REPORT
30 September 2024

HALL CHADWICK

Responsibility of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the interim financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the interim financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility for the Review of the Financial Report

Our responsibility is to express a conclusion on the interim financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the interim financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Company's financial position as at 30 September 2024 and its performance for the period ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

A review of an interim financial report 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 Auditing Standards and consequently does not enable us to obtain 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.

Hall Chadwick
HALL CHADWICK WA AUDIT PTY LTD

Mark Delaurentis
MARK DELAURENTIS CA
Director

Dated this 29th day of November 2024
Perth, Western Australia

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