Rincon Resources : Notice of General Meeting/Proxy Form

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RINCON RESOURCES LIMITED

ACN 628 003 538

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	10:00am (WST)
DATE:	22 June 2022
PLACE:	Unit 8
	1200 Hay Street
	WEST PERTH WA 6005

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (WST) on 20 June 2022.

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B US I N E S S O F T HE M E E TI N G

AGENDA

1. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE OF ADVISOR OPTIONS

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,500,000 Options on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 - APPROVAL TO ISSUE PERFORMANCE OPTIONS

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 2,500,000 Options on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 - ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY - BLAIR SERGEANT

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Performance Rights to Mr Blair Sergeant (or his nominee) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

4. RESOLUTION 4 - ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY - GARY HARVEY

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,500,000 Performance Rights to Mr Gary Harvey (or his nominee) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

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5. RESOLUTION 5 - ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY - CAROLINE KEATS

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Performance Rights to Ms Caroline Keats (or her nominee) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

Dated: 20 May 2022

By order of the Board

Victor Goh

Company Secretary

Rincon Resources Limited

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Voting Prohibition Statements

Resolution 3 - Issue of		In accordance with section 224 of the Corporations Act, a vote on this
Performance Rights to		Resolution must not be cast (in any capacity) by or on behalf of a related
Related Party		party of the Company to whom the Resolution would permit a financial
		benefit to be given, or an associate of such a related party (Resolution 3
		Excluded Party). However, the above prohibition does not apply if the
		vote is cast by a person as proxy appointed by writing that specifies how
		the proxy is to vote on the Resolution and it is not cast on behalf of a
		Resolution 3 Excluded Party.
		In accordance with section 250BD of the Corporations Act, a person
		appointed as a proxy must not vote, on the basis of that appointment, on
		this Resolution if:
		(a)	the proxy is either:
			(i) a member of the Key Management Personnel; or
			(ii) a Closely Related Party of such a member; and
		(b)	the appointment does not specify the way the proxy is to vote on
			this Resolution.
		Provided the Chair is not a Resolution 3 Excluded Party, the above
		prohibition does not apply if:
		(a)	the proxy is the Chair; and
		(b)	the appointment expressly authorises the Chair to exercise the proxy
			even though this Resolution is connected directly or indirectly with
			remuneration of a member of the Key Management Personnel.
Resolution 4 - Issue of		In accordance with section 224 of the Corporations Act, a vote on this
Performance Rights to		Resolution must not be cast (in any capacity) by or on behalf of a related
Related Party		party of the Company to whom the Resolution would permit a financial
		benefit to be given, or an associate of such a related party (Resolution 4
		Excluded Party). However, the above prohibition does not apply if the
		vote is cast by a person as proxy appointed by writing that specifies how
		the proxy is to vote on the Resolution and it is not cast on behalf of a
		Resolution 4 Excluded Party.
		In accordance with section 250BD of the Corporations Act, a person
		appointed as a proxy must not vote, on the basis of that appointment, on
		this Resolution if:
		(a)	the proxy is either:
			(i) a member of the Key Management Personnel; or
			(ii) a Closely Related Party of such a member; and
		(b)	the appointment does not specify the way the proxy is to vote on
			this Resolution.
		Provided the Chair is not a Resolution 4 Excluded Party, the above
		prohibition does not apply if:
		(a)	the proxy is the Chair; and
		(b)	the appointment expressly authorises the Chair to exercise the proxy
			even though this Resolution is connected directly or indirectly with
			remuneration of a member of the Key Management Personnel.

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Resolution 5 - Issue of

Performance Rights to

Related Party

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 5 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of aResolution 5 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, onthis Resolution if:

1. the proxy is either:
2. 1. a member of the Key Management Personnel; or
   2. a Closely Related Party of such a member; and
3. the appointment does not specify the way the proxy is to vote onthis Resolution.

Provided the Chair is not a Resolution 5 Excluded Party, the aboveprohibition does not apply if:

1. the proxy is the Chair; and
2. the appointment expressly authorises the Chair to exercise the proxyeven though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

For personal

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

	Resolution 1 - Ratification				A person who participated in the issue or is a counterparty to the
	of prior issue of Advisor				agreement being approved (namely Prenzler) or an associate of that
	Options				person or those persons.
	Resolution 2 - Approval to				A person who is expected to participate in, or who will obtain a material
	issue Performance Options				benefit as a result of, the proposed issue (except a benefit solely by
					reason of being a holder of ordinary securities in the Company) (namely
					Prenzler) or an associate of that person (or those persons).
	Resolution 3 - Issue of				Mr Blair Sergeant (or his nominee) and any other person who will obtain a
	Performance Rights to				material benefit as a result of the issue of the securities (except a benefit
	Related Party - Blair				solely by reason of being a holder of ordinary securities in the Company)
	Sergeant				or an associate of that person or those persons.
	Resolution 4 - Issue of				Mr Gary Harvey (or his nominee) and any other person who will obtain a
	Performance Rights to				material benefit as a result of the issue of the securities (except a benefit
	Related Party - Gary				solely by reason of being a holder of ordinary securities in the Company)
	Harvey				or an associate of that person or those persons.
	Resolution 5 - Issue of				Ms Caroline Keats (or her nominee) and any other person who will obtain
	Performance Rights to				a material benefit as a result of the issue of the securities (except a
	Related Party - Caroline				benefit solely by reason of being a holder of ordinary securities in the
	Keats				Company) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

1. a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
2. the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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