ASPIRE MINING LIMITED — Governance Information 2016

Oct 24, 2016

Aspire Mining Limited ABN: 46 122 417 243 69 Kewdale Road Welshpool WA 6106 PO Box 1918 Subiaco WA 6904 Tel: (08) 9287 4555 ASX RELEASE Fax: (08) 9353 6974 Web: www.aspiremininglimited.com Email: info@aspiremininglimited.com

For Immediate Release – 25 October, 2016

ASPIRE MINING LIMITED (AKM) APPENDIX 4G AND 2016 CORPORATE GOVERNANCE STATEMENT

Please find attached the Appendix 4G and 2016 Corporate Governance Statement in accordance with Listing Rules 4.7.3, 4.7.4 and 4.10.3.

==> picture [90 x 51] intentionally omitted <==

Phil Rundell Company Secretary

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Aspire Mining Limited

ABN/ARBN	ABN/ARBN	Financialyear ended
46 122 417 243		2016

Our corporate governance statement[2] for the above period above can be found at:[3]

� these pages of our annual report:

� this URL on our website: http://www.aspiremininglimited.com The Corporate Governance Statement is accurate and up to date as at 25 October 2016 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date here: 25 October 2016 Sign here: _______ Company Secretary

Print name: Phil Rundell

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 1–LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
	1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR � at this location: _________ Insert location here … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): � at this location: 2016 Corporate Governance Statement www.aspiremininglimited.com	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
	1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
	1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

2

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	… the fact that we have a diversity policy that complies with paragraph (a): � in our Corporate Governance StatementOR � at this location: ______ Insert location here … and a copy of our diversity policy or a summary of it: � at this location: 2016 Corporate Governance Statement www.aspiremininglimited.com … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: � in our Corporate Governance StatementOR � at this location: ______ Insert location here … and the information referred to in paragraphs (c)(1) or (2): � in our Corporate Governance StatementOR � at this location: _________	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

3

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
		Insert location here
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): � in our Corporate Governance StatementOR � at this location: ______ Insert location here … and the information referred to in paragraph (b): � in our Corporate Governance StatementOR � at this location: ______ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): � in our Corporate Governance StatementOR � at this location: ______ Insert location here … and the information referred to in paragraph (b): � in our Corporate Governance StatementOR � at this location: ______ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

4

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 2-STRUCTURE THE BOARD TO ADD VALUE
	2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): � in our Corporate Governance StatementOR � at this location: ______ Insert location here … and a copy of the charter of the committee: � at this location: 2016 Corporate Governance Statement www.aspiremininglimited.com … and the information referred to in paragraphs (4) and (5): � in our Corporate Governance StatementOR � at this location: 2016 Annual Report www.aspiremininglimited.com [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively: � in our Corporate Governance StatementOR � at this location: ______ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

5

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: � in our Corporate Governance StatementOR � at this location: ______ Insert location here … where applicable, the information referred to in paragraph (b): � in our Corporate Governance StatementOR � at this location: ______ Insert location here … the length of service of each director: � in our Corporate Governance StatementOR � at this location: 2016 Annual Report www.aspiremininglimited.com	� an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

6

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR � at this location: _________ Insert location here		� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
	2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR � at this location: _________ Insert location here		� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
	PRINCIPLE 3–ACT ETHICALLY AND RESPONSIBLY
	3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: � in our Corporate Governance Statement � at this location: __________ Insert location here	OR _____	� an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 4–SAFEGUARD INTEGRITY IN CORPORATE REPORTING
	4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): � in our Corporate Governance StatementOR � at this location: _________ Insert location here … and a copy of the charter of the committee: � at this location: 2016 Corporate Governance Statement www.aspiremininglimited.com		� an explanation why that is so in our Corporate Governance Statement

7

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	… and the information referred to in paragraphs (4) and (5): � in our Corporate Governance StatementOR � at this location: 2016 Annual Report www.aspiremininglimited.com [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: � in our Corporate Governance StatementOR � at this location: _________ Insert location here
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement

8

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
	PRINCIPLE 5–MAKE TIMELY AND BALANCED DISCLOSURE
	5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 6–RESPECT THE RIGHTS OF SECURITY HOLDERS
	6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: � at this location: www.aspiremininglimited.com	� an explanation why that is so in our Corporate Governance Statement
	6.2	A listed entity should design and implement an investor relations program to facilitate effective two- way communication with investors.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement
	6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable

9

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 7–RECOGNISE AND MANAGE RISK
	7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): � in our Corporate Governance StatementOR � at this location: _________ Insert location here … and a copy of the charter of the committee: � at this location: 2016 Corporate Governance Statement www.aspiremininglimited.com … and the information referred to in paragraphs (4) and (5): � in our Corporate Governance StatementOR � at this location: 2016 Annual Report www.aspiremininglimited.com [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: � in our Corporate Governance StatementOR	� an explanation why that is so in our Corporate Governance Statement

10

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
		� at this location: _________ Insert location here
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; OR (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: � in our Corporate Governance StatementOR � at this location: ______ Insert location here [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: � in our Corporate Governance StatementOR � at this location: ______ Insert location here	� an explanation why that is so in our Corporate Governance Statement

11

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 8–REMUNERATE FAIRLY AND RESPONSIBLY
	8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): � in our Corporate Governance StatementOR � at this location: _________ Insert location here … and a copy of the charter of the committee: � at this location: 2016 Corporate Governance Statement www.aspiremininglimited.com … and the information referred to in paragraphs (4) and (5): � in our Corporate Governance StatementOR � at this location: 2016 Annual Report www.aspiremininglimited.com [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

12

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
		executives and ensuring that such remuneration is appropriate and not excessive: � in our Corporate Governance StatementOR � at this location: _________ Insert location here
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non- executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: � in our Corporate Governance StatementOR � at this location: _________ Insert location here		� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: � in our Corporate Governance Statement � at this location: __________ Insert location here	OR _____	� an explanation why that is so in our Corporate Governance StatementOR � we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR � we are an externally managed entity and this recommendation is therefore not applicable

13

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
	-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement
	-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement

14

ASPIRE MINING LIMITED ACN 122 417 243 (Company)

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDING 30 JUNE 2016

This Corporate Governance Statement is current as at 30 June 2016 and has been approved by the Board of the Company on 23 October 2016.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2016, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company’s Corporate Governance Plan which includes the following charters and policies is available on the Company’s website at www.aspiremininglimited.com:

• Board Charter

• Corporate Code of Conduct

• Audit and Risk Committee Charter

• Remuneration Committee Charter

• Nomination Committee Charter

• Disclosure - Performance Evaluation

• Disclosure - Continuous Disclosure

• Disclosure - Risk Management

• Trading Policy

• Shareholder Communications Strategy

• Diversity Policy

• Definition of Independence

Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

15

RECOMMENDATIONS (3[RD] EDITION) COMPLY EXPLANATION Principle 1: Lay solid foundations for management and oversight

RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	YES	The Company operates under a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair, Committees, Company Secretary and management and includes a description of those matters expressly reserved to the Board and those delegated to management. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy. A copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director.	YES	(a) The Company has guidelines for the appointment and selection of the Board in its Corporate Governance Plan. The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director. Gan-Ochir Zunduisuren was appointed during the financial year ending 30 June 2016. Mr Zunduisuren has previously been on the Board and he, his skills and knowledge are well known to the other Board members and therefore no such checks were required. (b) Under the Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director. In accordance with its Constitution, the Company includes all material and relevant information in its Notice of Meeting for Directors who are nominated for re-election at its Annual General Meetings.

16

RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.	YES	The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that each Director and senior executive is a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. The Company has written agreements with each of its Directors and senior executive for thepast financialyear.
Recommendation 1.4 The company secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with theproper functioningof the Board.	YES	The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with theproper functioningof the Board.
Recommendation 1.5 A listed entity should: (a) have a diversity policy which includes requirements for the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary or it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the Board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (i) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (ii) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act.	PARTIALLY	(a) The Company’s Diversity Policy requires the Board set measurable objectives to achieve gender diversity where it is appropriate based on the size, structure, and level of operations of the Company. The Diversity Policy outlines strategies to encourage the recruitment of women at Board and senior executive level. The Board will annually assess whether measurable diversity objectives are appropriate for the Company and the Company’s progress in achieving them (if they exist). (b) The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website. (c) The Board did not set measurable gender diversity objectives for the reporting period given the nature of the Company’s current and planned activities over the forseeable future. The Company will continue to review this position as its development plan is implemented. However, if it became necessary to appoint any new Directors and/or senior executives, the Board does not consider the application of a measurable gender diversity objective to unduly limit the Company from applying the Diversity Policy as a whole. The Diversity Policy includes strategies to encourage and seek women to fulfil a director and/or senior executive position notwithstanding the need to make an assessment based on relevant candidates skills and merit.

17

RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
		The respective proportions of men and women on the Board, in senior executive positions and employees at the end of the reporting period is as follows: • Board: 20% Female, 80% Male. • Senior Executives: 0% Female, 100% Male. • Employees: 33.3% Female, 66.7% Male.
Recommendation 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	YES	(a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company has completed performance evaluations in respect of the Board Committees and has determined that given the size of the Board, that separate Committees were not necessary and that the Board was capable of carrying out the role of the Audit/Risk, Nomination and Remuneration Committee itself. The Company has conducted an evaluation of its Board for the reporting period and resolved that the size and structure was adequate given the Company’s size, and level of activity. The Board includes persons with a mix of skill and industry experience including financial, accounting, geological and mining backgrounds. No performance evaluation was undertaken with individual Directors during the reporting period on the basis that the Board believes the contribution of individual Directors continues to be effective given the nature of activities the Company is currently undertaking.

18

RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
Recommendation 1.7 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	YES	(a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s Board and senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive Director. The applicable processes for these evaluations can be found in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company has completed performance evaluations in respect of the Managing Director, being the only senior executive, during the reporting period in accordance with the applicableprocesses.
Principle 2: Structure the Board to add value
Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, experience, independence and knowledge and diversityof the entityto enable it to discharge its duties and	YES	(a) The Company’s Nomination Committee Charter provides for the creation of a Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director. (b) The Company did not have a Nomination Committee for the reporting period as the Board did not consider the Company would benefit by a separate committee. The Board carried out (and currently continues to carry out) the duties that would ordinarily be carried out by the Nomination Committee which includes processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively. The collective experience and expertise of the Board is considered to be appropriate for the Company, at this stage, to carry out the functions of the nomination committee. Should the size of the Company change, the Board shall consider re-establishinga separate Nomination Committee.

19

RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
responsibilities effectively.
Recommendation 2.2 A listed entity should have and disclose a Board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.	YES	The Board includes persons with a mix of skill and industry experience including financial, legal, accounting, geological and mining backgrounds. The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Details as to each Director and the senior executive’s relevant experience are available in the Annual Report and on the Compay’s website. The Board skills matrix is included as Annexure 1 to this Corporate Governance Statement.
Recommendation 2.3 A listed entity should disclose: (a) the names of the Directors considered by the Board to be independent Directors; (b) if a Director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the Director, the nature of the interest, position, association or relationship in question and an explanation of why the Board is of that opinion; and (c) the length of service of each Director	YES	(a) The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Board considers the following Directors are independent: Mr David McSweeney, and Mr Sado Demchigsuren Turbat. (b) The Company does not consider Mr David Paull, Mr Neil Lithgow or Ms Hannah Badenach as independent Directors: i) Mr David Paull is the executive Managing Director of the Company. ii) Mr Neil Lithgow is a substantial shareholder in the Company. iii) Ms Hannah Badenach is associated with Noble Resources International Pte Limited which is a substantial shareholder in the Company, a lender to the Company and has material business agreements with the Company and its subsidiaries. (c) The appointment dates and therefrom, length of service, of each Director is: Mr David McSweeney Non-Executive Chairman appointed 12 February 2010 Mr David Paull Managing Director appointed 12 February 2010 Mr Neil Lithgow Non-Executive Director appointed 12 February 2010 Ms Hannah Badenach Non-Executive Director appointed 18 April 2013 Mr Gan-Ochir Zunduisuren Non-Executive Director appointed 12 February 2010 resigned 20 September 2012 re-appointed 21 March 2016

20

RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
Recommendation 2.4 A majority of the Board of a listed entity should be independent Directors.	NO	The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. Refer 2.3 .
Recommendation 2.5 The Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity.	YES	The Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the Managing Director. The Chair, Mr David McSweeney, is an independent Director.
Recommendation 2.6 A listed entity should have a program for inducting new Directors and providing appropriate professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role as Directors effectively.	YES	In accordance with the Company’s Board Charter, the Nominations Committee (or, in its absence, the Board) is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. Induction documents are provided with engagement letters for new Directors to familiarise themselves with Company, its activities and policies. Professional development opportunities if and when circumstances require.
Principle 3: Act ethically and responsibly
Recommendation 3.1 A listed entity should: (a) have a code of conduct for its Directors, senior executives and employees; and (b)disclose that code or a summaryof it.	YES	(a) The Company’s Corporate Code of Conduct applies to the Company’s Directors, senior executives and employees. (b) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1 The Board of a listed entityshould:	YES	(a) The Company’s Audit & Risk Committee Charter provides for the creation of an Audit & Risk Committee(if it is considered it will benefit

21

RECOMMENDATIONS(3RD EDITION)	RECOMMENDATIONS(3RD EDITION)	RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
•		have an audit committee which:		the Company), with at least three non-executive members, a majority
	(i)	has at least three members, all of whom are non-		of whom are independent Directors, and which must be chaired by an
		executive Directors and a majority of whom are		independent Director.
		independent Directors; and		(b) The Company did not have an Audit & Risk Committee for the
	(ii)	is chaired by an independent Director, who is not the		reporting period as the Board did not consider the Company would
		Chair of the Board,		benefit by a separate committee in light of the pre-existing skills and
and	disclose:			experience of the Board and the non-requirement for any further non-
	(iii)	the charter of the committee;		excutive Director appointments. In accordance with the Board
	(iv)	the relevant qualifications and experience of the members		Charter, the Board carried out (and currently continues to carry out)
		of the committee; and		the duties that would ordinarily be carried out by the Audit & Risk
	(v)	in relation to each reporting period, the number of times		Committee which includes processes to ensure the Board has the
		the committee met throughout the period and the		appropriate balance of skills, experience, independence and
		individual attendances of the members at those meetings;		knowledge of the entity to enable it to discharge its duties and
		or		responsibilities effectively.
•	if it	does not have an audit committee, disclose that fact and		The collective experience and expertise of the Board is considered to be
	the	processes it employs that independently verify and		appropriate for the Company, at this stage, to carry out the functions of the
	safeguard the integrity of its corporate reporting, including the			nomination committee. Should the size of the Company change, the Board
	processes for the appointment and removal of the external			shall consider re-establishing a separate Audit & Risk Committee.
	auditor and the rotation of the audit engagementpartner.

	RECOMMENDATIONS(3RD EDITION)		COMPLY		EXPLANATION
	• have an audit committee which:				the Company), with at least three non-executive members, a majority of whom are independent Directors, and which must be chaired by an independent Director. (b) The Company did not have an Audit & Risk Committee for the reporting period as the Board did not consider the Company would benefit by a separate committee in light of the pre-existing skills and experience of the Board and the non-requirement for any further non- excutive Director appointments. In accordance with the Board Charter, the Board carried out (and currently continues to carry out) the duties that would ordinarily be carried out by the Audit & Risk Committee which includes processes to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively. The collective experience and expertise of the Board is considered to be appropriate for the Company, at this stage, to carry out the functions of the nomination committee. Should the size of the Company change, the Board shall consider re-establishing a separate Audit & Risk Committee.
	(i) has at least three members, all of whom are non-
	executive Directors and a majority of whom are
	independent Directors; and
	(ii) is chaired by an independent Director, who is not the
	Chair of the Board,
	and disclose:
	(iii) the charter of the committee;
	(iv) the relevant qualifications and experience of the members
	of the committee; and
	(v) in relation to each reporting period, the number of times
	the committee met throughout the period and the
	individual attendances of the members at those meetings;
	or
	• if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagementpartner.
Recommendation 4.2 The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operatingeffectively.		YES		The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Board was provided with CEO and CFO declarations for all financial statements released in the reporting period.
Recommendation 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.		YES		The Company’s Corporate Governance Plan provides that the Board must ensure the Company’s external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. The Company’s external auditor attended the Company’s AGM held during the reporting period.

22

RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	YES	(a) The Company has adopted a Continuous Disclosure Policy. In addition, the Corporate Governance Plan details the Company’s disclosure requirements as required by the ASX Listing Rules and other relevant legislation. (b) The Corporate Governance Plan, which incorporates the Continuous Disclosure Policy, is available on the Company’s website.
Principle 6:Respect the rights of security holders
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	YES	Information about the Company and its operations can be found on the company’s website which includes details on the Board, the Company’s projects, investor information including historical share price information, corporate calendar, a link to the Share Registry and forms, ASX announcements and reports. Information on the Company’s governance practices including the Corporate Governance Plan can be found under the tab called “Profile - Corporate Governance” on the Company’s website.
Recommendation 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	YES	The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website as part of the Company’s Corporate Governance Plan.
Recommendation 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of securityholders.	YES	Shareholders are encouraged to participate at all general meetings and AGMs of the Company as outlined within the Shareholder Communications Strategy. Shareholder enquiries are addressed by the Managing Director.
Recommendation 6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	YES	The Shareholder Communication Strategy provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted.
Principle 7: Recognise and manage risk

23

RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	YES	(a) The Company’s Audit & Risk Committee Charter provides for the creation of an Audit & Risk Committee (if it is considered it will benefit the Company), with at least three members all of which are non- executive, a majority of whom are independent Directors, and which must be chaired by an independent Director. The Charter of the Audit and Risk Committee can be found within the Corporate Governance Plan which is located on the Company’s website. (b) The Company did not have an Audit & Risk Committee for the reporting period as the Board did not consider the Company would benefit by a separate committee in light of the pre-existing skills and experience of the Directors. In accordance with the Company’s Board Charter, the Board carried out (and currently continues to carry out) the duties that would ordinarily be carried out by the Audit & Risk Committee which includes processes to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively. The collective experience and expertise of the Board is considered to be appropriate for the Company, at this stage, to carry out the functions of the nomination committee. Should the size of the Company change, the Board shall consider re-establishing a separate Audit & Risk Committee.
Recommendation 7.2 The Board or a committee of the Board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose in relation to each reporting period, whether such a review has taken place.	PARTIALLY	(a) The Board has adopted a revised Audit & Risk Committee Charter that requires a review to take place at least annually to ensure that the Company’s risk management framework is sound. (b) The Board has identified the following categories of key risks as being specific risks that have the potential to have an adverse impact of the Company's operations: sovereign & political risk, exploration, financing and funding, operational and development, infrastructure, title, environmental, insurance, litigation and compliance. The Company is not at a level of activity that exposes it to a number of these risks. Those risks that are applicable are continually considered bythe Board in its meetings.
Recommendation 7.3		(a)The Audit and Risk Committee Charterprovides for the Audit and

24

RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	YES	Risk Committee (or in its absence, the Board) to monitor the need for an internal audit function. (b) The Company has adopted a Risk Mangement Policy within the Company’s Corporate Governance Plan available on the Company’s website. (c) The Company did not have an internal audit function for the past reporting period as the Board does not believe that it would provide any current benefit given the size, structure of the Company and nature of the current level of activities. The Board will review its position as the Company’s activities change and/or if the external auditor reports any potential risks. The Board reviews the external audit reports to the Board and the CEO & CFO declarations provided with financial statements. There are also management controls in place to address, assess and mitigate risk.
Recommendation 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	YES	The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist management determine whether the Company has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. The Company has identified the following categories of key risks as being specific risks that have the potential to have an adverse impact of the Company's depending on the level of operations: sovereign & political risk, exploration, financing and funding, operational and development, infrastructure, title, environmental, insurance, litigation and compliance. These risks have the potential to have an adverse impact on the profitability and success of the Company’s ability to develop its projects and interests. The Company aims to address its environmental, economic, and social risks through the adoption of sound policy and procedure, insurance policies (where appropriate), and compliance to those and to the laws in each jurisdiction that the Company operates in order to keep and maintain its various licences andpermits. The Companyaims to maintain its social

25

RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
		licence to operate through the implementation of community benefits programmes (for example, education scholarships) and participation within its local communities where it can.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 The Board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	YES	(a) The Company’s Remuneration Committee Charter provides for the creation of a Remuneration Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director. (b) The Company did not have a Remuneration Committee for the the reporting period as the Board did not consider the Company would benefit by a separate committee in light of the pre-existing skills and experience of the Directors. In accordance with the Company’s Board Charter, the Board carried out (and currently continues to carry out) the duties that would ordinarily be carried out by the Remuneration Committee which includes processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively. The collective experience and expertise of the Board is currently appropriate for the Company, at this stage, to carry out the functions of the Remuneration Committee. Should the size of the Company change, the Board shall consider re-establishinga separate Remuneration Committee.
Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive Directors and the remuneration of executive Directors and other senior executives.	YES	The Remuneration Committee (or in its absence, the Board) is responsible for setting, reviewing and approving the remuneration of the Board and Management. Details of the Company’s policies and practices in remunerating the Directors are set out in the Remuneration Report within the Directors’ Report in the 2016 Annual Financial Report.

26

RECOMMENDATIONS(3RD EDITION)	COMPLY	EXPLANATION
Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b)disclose thatpolicyor a summaryof it.	YES	(a) The Company has a Performance Rights Plan in place which was re- approved by Shareholders in general Meeting on 2 June 2015. As part of its Trading Policy, the Company prohibits Key Management Personnel from entering into transactions which hedge or otherwise act to limit the economic risk of participating in the equity-based remuneration. (b) A copy of the Trading Policy is provided within the Corporate Governance Plan available on the Company’s website.

27

Annexure 1

BOARD SKILLS MATRIX ASPIRE MINING LIMITED ACN 122 417 243 (Company)

Current as at 23 OCTOBER 2016

	SKILL	REQUIREMENTS OVERVIEW	Collective
Personal/ Behavioural	Ethics and Integrity	Understand role as director and continue to self-educate on legal responsibility, ability to maintain board confidentiality, declare any conflicts.	Yes
	Gender Diversity	Equal gender representation should be a priority as diversity leads to better board outcomes.	Yes
	Other Diversity	Does the Board exhibit other diversity characteristics including a range of cultural and age differences.	Yes
	Leadership	Make decisions and take necessary actions in the best interest of the organisation, and represent the organisation favourably. Analyse issues and contribute at board level to solutions.	Yes
	Contribution	Ability to constructively contribute to board discussions and communicate effectively with management and other directors.	Yes
	Previous Board Experience	The board's directors should have extensive director experience.	Yes
	Commercial Experience	Ability to think commercially and holistically.	Yes
	Qualifications	The board's directors should have completed formal training in governance and risk.	Yes
Technical and Industry Specific Skills	Industry Knowledge	The Board should have a range of experience in various professions, including but not limited to legal, accounting/finance, mining/geology, engineering, marketing and communications as deemed relevant to the Company and its operations.	Yes
	Negotiation	Possess excellent negotiation skills, with the ability to drive stakeholder support for board decisions.	Yes
	Crisis Management	Ability to constructively manage crisis, provide leadership around solutions and contribute to communications strategy with stakeholders.	Yes

28

	SKILL	REQUIREMENTS OVERVIEW	Collective
	Technology	Knowledge of IT governance including privacy, data management and security.	Yes
Governance	Strategy	Ability to identify and critically assess strategic opportunities and threats to the organization. Develop strategies in context to our policies and business objectives.	Yes
	Executive Management	Experience in evaluating performance of senior management, and oversee strategic human capital planning. Experience in industrial relations and organizational change management programmes.	Yes
	Risk & Compliance	Identify key risks to the organisation related to each key area of operations. Ability to monitor risk and compliance and knowledge of legal and regulatory requirements.	Yes
	Financial & Audit	Experience in accounting and finance to analyse statements, assess financial viability, contribute to financial planning, oversee budgets, and oversee funding arrangements.	Yes
	Policy Development	Ability to identify key issues for the organisation and develop appropriate policy parameters within which the organization should operate.	Yes

29