CHALICE MINING LIMITED — Governance Information 2020

Sep 28, 2020

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Introduced 01/07/14 Amended 02/11/15

Name of entity

Chalice Gold Mines Limited

ABN / ARBN 47 116 648 956

Financial year ended:

30 June 2020

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

 This URL on our website: https://chalicegold.com/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 29 September 2020 and has been approved by the board.

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

Date:

Name of Director authorising lodgement:

29 September 2020

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Alex Dorsch Managing Director

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. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

• See chapter 19 for defined terms

2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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: … 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: https://chalicegold.com/corporate-governance (Board Charter)	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ 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:	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ 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:	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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:	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

• See chapter 19 for defined terms

2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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: … and a copy of our diversity policy or a summary of it:  at this location: https://chalicegold.com/corporate-governance (Diversity Policy) … and 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 [insert location] … 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 Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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: https://chalicegold.com/corporate-governance (Process for Performance Evaluations) … and the information referred to in paragraph (b):  in our Corporate Governance StatementOR  at this location:	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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: https://chalicegold.com/corporate-governance (Process for Performance Evaluations) … and the information referred to in paragraph (b):  in our Corporate Governance StatementOR ☐ at this location:	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 [insert location] … and a copy of the charter of the committee:  at this location: https://chalicegold.com/corporate-governance (Nomination Committee Charter) … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐ at this location: [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:	 an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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: https://chalicegold.com/corporate-governance (Board Skills Matrix)	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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: https://chalicegold.com/corporate-governance … and, where applicable, the information referred to in paragraph (b):  in our Corporate Governance StatementOR ☐at [insert location] … and the length of service of each director: ☐in our Corporate Governance Statement OR  at this location: https://chalicegold.com/financial-reports (Under the 2020 Annual Report tab)	☐ 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:	 an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 Statement OR ☐at [insert location]	 an explanation why that is so in our Corporate Governance Statement OR ☐ 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:	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

• See chapter 19 for defined terms

2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 StatementOR  at this location: https://chalicegold.com/corporate-governance (Code of Conduct)	☐an explanation why that is so in our Corporate Governance Statement

• See chapter 19 for defined terms

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 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.	[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: … and a copy of the charter of the committee:  at this location: https://chalicegold.com/corporate-governance (Audit Committee Charter) … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance StatementOR ☐ at this location: [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 [insert location]	 an explanation why that is so in our Corporate Governance Statement
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:	☐ an explanation why that is so in our Corporate Governance Statement

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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 have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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:		☐ an explanation why that is so in our Corporate Governance Statement OR ☐ 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: https://chalicegold.com/corporate-governance (Policy on Continuous Disclosure and Summary of Compliance Procedures)		☐ 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: https://chalicegold.com/corporate-governance		☐ 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:		☐ 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: https://chalicegold.com/corporate-governance (Shareholder Communications and Investor Relations Policy)		☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
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:		☐ an explanation why that is so in our Corporate Governance Statement

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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: … and a copy of the charter of the committee:  at this location: https://chalicegold.com/corporate-governance (Risk Committee Charter) … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐ at this location: [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 ☐at [insert location]	 an explanation why that is so in our Corporate Governance Statement
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 board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound:  in our Corporate Governance StatementOR ☐ at this location: … and that such a review has taken place in the reporting period covered by this Appendix 4G:  in our Corporate Governance StatementOR ☐ at this location:	☐ an explanation why that is so in our Corporate Governance Statement

• See chapter 19 for defined terms

2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 [insert location] [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:	 an explanation why that is so in our Corporate Governance Statement
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:	☐ an explanation why that is so in our Corporate Governance Statement

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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: … and a copy of the charter of the committee:  at this location: https://chalicegold.com/corporate-governance (Remuneration Committee Charter) … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance StatementOR ☐at this location: https://chalicegold.com/corporate-governance [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 executives and ensuring that such remuneration is appropriate and not excessive: ☐in our Corporate Governance StatementOR ☐at [insert location]	 an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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: https://chalicegold.com/corporate-governance and https://chalicegold.com/financial-reports (Under the 2020 Annual Report tab)	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

• See chapter 19 for defined terms

2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 StatementOR  at this location: https://chalicegold.com/corporate-governance (Securities Trading Policy)	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ w e 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

• See chapter 19 for defined terms 2 November 2015

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Corporate Governance Statement

Chalice Gold Mines Limited ACN 116 648 956

Approach to Corporate Governance

Chalice Gold Mines Limited ACN 116 648 956 ( Company ) has established a corporate governance framework, the key features of which are set out in this statement. In establishing its corporate governance framework, the Company has referred to the recommendations set out in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations 3[rd] edition ( Principles & Recommendations ). The Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where the Company's corporate governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. In compliance with the "if not, why not" reporting regime, where, after due consideration, the Company's corporate governance practices do not follow a recommendation, the Board has explained its reasons for not following the recommendation and disclosed what, if any, alternative practices the Company has adopted instead of those in the recommendation.

The ASX Corporate Governance Council has released the fourth edition of its Corporate Governance Principles and Recommendations applicable to financial years commencing after 1 January 2020 and shall be utilised by the Company as a reference for its corporate governance activities during the financial year ended 30 June 2021.

The following governance-related documents can be found on the Company's website at https://chalicegold.com/corporate-governance:

Charters

Board Audit Committee Nomination Committee[1][5] Remuneration Committee Risk Committee

Policies and Procedures

Process for Performance Evaluations Policy and Procedure for the Selection and (Re)Appointment of Directors Diversity Policy (summary) Code of Conduct (summary) Whistle blower Policy Policy on Continuous Disclosure (summary) Compliance Procedures (summary) Shareholder Communication and Investor Relations Policy Securities Trading Policy Risk Management Policy Board Skills Matrix

1 The full Board performs the role of the Nomination Committee.

Chalice Gold Mines Limited – Corporate Governance Statement 2020

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The Company reports below on whether it has followed each of the recommendations during the financial year ended 30 June 2020 ( Reporting Period ). The information in this statement is current at 29 September 2020 and was approved by a resolution of the Board on that date.

Principle 1 – Lay solid foundations for management and oversight

Recommendation 1.1

The Company has established the respective roles and responsibilities of its Board and management, and those matters expressly reserved to the Board and those delegated to management and has documented this in its Board Charter .

The number of board meetings attended by each Board member during the year ended 30 June 2020, can be found in section 3 of the Directors’ Report in the Company’s 2020 Annual Report.

Recommendation 1.2

The Company undertakes appropriate checks before appointing a person or putting forward to shareholders a candidate for election as a director and provides shareholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

The checks which are undertaken, and the information provided to shareholders are set out in the Company’s Policy and Procedure for the Selection and (Re)Appointment of Directors .

The Company provided shareholders with all material information in its possession relevant to a decision on whether or not to re-elect Mr Stephen Quin and Mr Morgan Ball at the Company’s 2019 Annual General Meeting in the meeting materials for that meeting.

The Board recognises that Board renewal is critical to the performance and the impact of Board tenure on succession planning. An election of directors is held each year. Each director other than the Managing Director must not hold office (without re-election) past the third annual general meeting of the Company following the director’s appointment or three years following that directors last election or appointment (whichever is the longer). However, a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the Company. At each annual general meeting a minimum of one director or one third of the total number of directors must resign. A director who retires at an annual general meeting is eligible for re-election at that meeting. Re-appointment is not automatic.

Recommendation 1.3

The Company has a written agreement with each director and senior executive setting out the terms of their appointment.

The material terms of any employment, service or consultancy agreement the Company, or any of its child entities, has entered into with its Managing Director, any of its directors, and any other person or entity who is related party of the Managing Director or any of its directors has been disclosed in accordance with ASX Listing Rule 3.16.4 (taking into consideration the exclusions from disclosure outlined in that rule).

Recommendation 1.4

The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board as outlined in the Company’s Board Charter . The Company Secretary’s role is also outlined in the Executive Service Agreement between the Company Secretary and the Company.

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Recommendation 1.5

The Company has a Diversity Policy. However, the Diversity Policy provides that the Board may establish measurable objectives for achieving gender diversity that are appropriate for the Company. If established, the Board will assess annually both the objectives and progress towards achieving them. The Company’s Diversity Policy is disclosed on the Company’s website.

Due to the size and composition of the Company, the Board has not set measurable objectives for achieving gender diversity.

The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation as at the end of the Reporting Period are set out in the following table. “Senior executive” for these purposes means Key Management Personnel and Officers of the Company.

	Proportion of women
Whole organisation (excluding non-executive Board members)	6 out of 23 (26%)
Senior executive positions (includes Executive Chair and ManagingDirector	0 out of 6 (0%)
Board	0 out of 4(0%)

At this stage, the Board has not established a policy relating to the identification and nomination of female directors due to the current size and composition of the Company, however, consideration is given to the level of female representation on the Board when identifying candidates for the Board.

Recommendation 1.6

The Chair is responsible for the evaluation of the Board and, when appropriate, Board committees and individual directors in accordance with the Company’s Process for Performance Evaluations . The Chair is also responsible for evaluating the Managing Director. In the event the Chair is not deemed independent (under ASX guidelines) or is an executive, the evaluation is conducted by the Lead Independent Director.

The evaluation of the Board, individual directors and the Managing Director is undertaken by each director completing a questionnaire which is then evaluated by the Lead Independent Non-executive Director. Any issues arising are addressed by the Lead Independent Non-executive Director with the Board.

An evaluation of the Board, individual directors, Managing Director and applicable committees took place in accordance with the process disclosed in the Company’s Process for Performance Evaluations during the Reporting Period.

During the evaluations undertaken, no key performance indicators were reviewed, nor were any set for the period ending 30 June 2020.

Recommendation 1.7

The Managing Director is responsible for evaluating the performance of senior executives in accordance with the process disclosed in the Company’s Process for Performance Evaluations . This is conducted by informal interviews, and via ongoing contact between the Managing Director, the Chairman and the senior executives. As the Company grows, it will review the need for a formal evaluation process.

During the Reporting Period a performance evaluation of senior executives took place in accordance with the process disclosed.

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Principle 2 – Structure the board to add value

Recommendation 2.1

The Board has not established a separate Nomination Committee.

Given the current size and composition of the Board, the Board believes that there would be no efficiencies gained by establishing a separate Nomination Committee. Accordingly, the Board performs the role of the Nomination Committee. Although the Board has not established a separate Nomination Committee, it has adopted a Nomination Committee Charter , which describes the role, composition, functions and responsibilities of the full Board in its capacity as the Nomination Committee. When the Board convenes as the Nomination Committee it carries out those functions which are delegated to it in the Company’s Nomination Committee Charter including but not limited to succession planning and board composition. Items that are usually required to be discussed by a Nomination Committee are marked as separate agenda items at Board meetings when required.

The Board deals with any conflicts of interest that may occur when convening in the capacity of the Nomination Committee by ensuring that the director with conflicting interests is not party to the relevant discussions.

As noted above, the full Board carries out the role of the Nomination Committee. The full Board did not officially convene as a Nomination Committee during the Reporting Period, however, nomination-related discussions occurred from time to time during the year as required.

The Board has adopted a Nomination Committee Charter which describes the role, composition, functions and responsibilities of the Nomination Committee and is disclosed on the Company’s website.

Recommendation 2.2

The Company reviewed its Board Skills Matrix during June 2020. Refer to the Board Skills Matrix as disclosed on the Company’s website for further details.

The Board considers that its composition is appropriate for the Company’s current size and operations, and the following mix of skills and expertise which the directors possess is relevant to the Company’s business; public company management experience; resource industry experience; geological qualifications; financial qualifications; legal qualifications; and business development experience.

Post the Reporting Period, on 21 August 2020, Mr Garret Dixon was appointed as an independent Non-Executive Director. The appointment of Mr Dixon strengthens the Board’s depth and breadth of skills with extensive experience in the resources and mining contracting sectors as a corporate executive. Following the appointment of Mr Dixon, the majority of the Board consists of independent directors.

A profile of each Director setting out their skills, experience, expertise and period of office is set out in section 1 of the Directors' Report contained in the Company’s 2020 Annual Financial Report.

The Board’s composition and diversity will continue to be assessed as part of the future direction of the Company as it progresses its business strategy of advancing its exploration and evaluation stage projects.

Recommendation 2.3

The independent directors of the Company during the Reporting Period were Mr Stephen Quin and Mr Morgan Ball. Both directors were deemed independent as they are non-executive directors who are not members of management and are free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of judgement.

On 21 August 2020, the Company appointed Mr Garret Dixon as an independent non-executive director. The appointment of Mr Dixon results in the majority of directors now being considered independent.

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The Board considers the independence of directors having regard to the relationships listed in Box 2.3 of the Principles & Recommendations. To the extent that it is necessary for the Board to consider issues of materiality, the Board refers to the thresholds for qualitative and quantitative materiality as adopted by the Board and contained in the Board Charter , which is disclosed in full on the Company’s website.

Mr Quin has been a non-executive Director of the Company for 10 years having commenced in May 2010. The Board considers that Mr Quin has always maintained absolute independence as a non-executive Director and has not formed associations with the Company’s management or substantial shareholders that might compromise his ability to exercise independent judgement or to act in the best interest of the Company as a whole. Therefore, the Board does not believe that Mr Quin’s length of service on the Board will materially interfere with his ability to exercise independent judgement in the best interests of the Company.

The length of service and independence of each director is set out in section 1 of the Directors’ Report in the Company’s 2020 Annual Financial Report.

Recommendation 2.4

During the Reporting Period the Board did not have a majority of directors who were independent. Notwithstanding this, the Board considered that during the Reporting Period its composition was adequate for the Company’s size and operation and included an appropriate mix of skills and expertise relevant to the Company’s business.

In August 2020, the Company appointed Mr Garret Dixon as an independent non-executive director. The appointment of Mr Dixon results in the majority of directors now being considered independent.

The Board continues to monitor its composition and as the Company’s activities evolve it will appoint further independent directors when considered appropriate.

Recommendation 2.5

The non-independent Chair of the Board is Mr Timothy Goyder.

Mr Goyder is not an independent director because he is a substantial shareholder of the Company. The Board believes that Mr Goyder is the most appropriate person for the position as Chair because of his seniority and industry expertise. However, the Board appointed Mr Morgan Ball to act as Lead Independent Director when any conflicts or perceived conflicts of interest arise.

On 1 September 2020, Mr Goyder transitioned from Executive Chairman to the role of Non-executive Chairman. The independent directors of the Company believe that Mr Goyder’s experience and knowledge makes him the most appropriate person to lead the Board.

Recommendation 2.6

The Company has an induction program that it uses when new directors are appointed to the Board. The goal of the program is to assist new directors to participate fully and actively in Board decision-making at the earliest opportunity.

The Board annually reviews whether the directors as a group have the skills, knowledge and familiarity with the Company and its operating environment required to fulfil their role on the Board and the Board committees effectively using a Board skills matrix. Where any gaps are identified, the Board considers what training or development should be undertaken to fill those gaps. In particular, the Board ensures that any director who does not have specialist accounting skills or knowledge has a sufficient understanding of accounting matters to fulfil his or her responsibilities in relation to the Company’s financial statements. The Board’s Skills Matrix can be found on the Company’s website.

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Principle 3 – Act ethically and responsibly

Recommendation 3.1

The Company has established a Code of Conduct for its directors, senior executives and employees. A Summary of the Code of Conduct is disclosed on the Company’s website.

The Company has also established a Whistle-blower Policy to encourage the reporting of violations (or suspected violations) of the Company’s Code of Conduct and provide effective protection from victimisation or dismissal to those reporting by implementing systems for confidentiality and report handling.

The Company has also established an Anti-bribery and Corruption Policy to establish a governance framework and business practices to mitigate the risk of bribery and corruption which arises as a consequence of conducting business in foreign and domestic jurisdictions.

Principle 4 – Safeguard integrity in corporate reporting

Recommendation 4.1

The Board has established an Audit and Risk Committee.

The Audit and Risk Committee was not structured in compliance with Recommendation 4.1 as the committee consisted of only two members during the Reporting Period due to the size of the organisation and as the Board only had two independent directors. The Audit and Risk Committee consisted of Morgan Ball (Chair) and Stephen Quin. The Board considered that this structure was the best mix of skills and expertise available to the Company during the Reporting Period, however, on 21 August 2020, Mr Garret Dixon was appointed to the Audit and Risk Committee upon his appointment as an independent Non-Executive Director. Following the appointment of Mr Dixon, the structure of the Audit and Risk Committee is in compliance with Recommendation 4.1.

The Audit and Risk Committee held two meetings during the Reporting Period. Details of director attendance at Audit and Risk Committee meetings during the Reporting Period are set out in section 3 of the Directors’ Report contained within the Company’s 2020 Annual Report.

Details of each of the director’s qualifications are set out in section 1 to the Directors’ Report. Morgan Ball (Chair) is a member of Chartered Accountants Australia and New Zealand and Stephen Quin is financially literate and has an understanding of the industry in which the Company operates and considerable ‘on board’ experience.

The Board has adopted an Audit Committee Charter which describes the Audit and Risk Committee’s role, composition, functions and responsibilities. The Audit Committee Charter is disclosed in full on the Company’s website

The Company has also established a Procedure for the Selection, Appointment and Rotation of its External Auditor . The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises, as recommended by the Audit Committee (or its equivalent). Candidates for the position of external auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company's business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Audit and Risk Committee and any recommendations are made to the Board.

Recommendation 4.2

Before the Board approved the Company’s financial statements for the half-year ended 31 December 2019 and the full-year ended 30 June 2020 and each of the quarters ending 30 September 2019, 31 December 2019, 31 March 2020 and 30 June 2020, it received from the Managing Director and the Chief Financial Officer a declaration that, in their opinion, the financial records of the Company for the relevant financial period have been properly maintained and that the financial statements for the relevant financial period comply with the appropriate

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accounting standards and give a true and fair view of the financial position and performance of the Company and the consolidated 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.

Recommendation 4.3

Under section 250RA of the Corporations Act, the Company’s auditor is required to attend the Company’s Annual General Meeting (“AGM”) at which the audit report is considered, and does not arrange to be represented by a person who is a suitably qualified member of the audit team that conducted the audit and is in a position to answer questions about the audit. Each year, the Company writes to the Company’s auditor to inform them of the date of the Company’s AGM. In accordance with section 250S of the Corporations Act, at the Company’s AGM where the Company’s auditor or their representative is at the meeting, the Chair allows a reasonable opportunity for the members as a whole at the meeting to ask the auditor (or its representative) questions relevant to the conduct of the audit; the preparation and content of the auditor’s report; the accounting policies adopted by the Company in relation to the preparation of the financial statements; and the independence of the auditor in relation to the conduct of the audit. The Chair also allows a reasonable opportunity for the auditor (or their representative) to answer written questions submitted to the auditor under section 250PA of the Corporations Act.

A representative of the Company’s auditor attended the Company’s AGM held on 27 November 2019.

Principle 5 – Make timely and balanced disclosure

Recommendation 5.1

The Company has established written policies and procedures for complying with its continuous disclosure obligations under the ASX Listing Rules. A summary of the Company’s Policy on Continuous Disclosure and Compliance Procedures are disclosed on the Company’s website.

Principle 6 – Respect the rights of security holders

Recommendation 6.1

The Company provides information about itself and its governance to investors via its website at www.chalicegold.com as set out in its Shareholder Communication and Investor Relations Policy .

Recommendation 6.2

The Company has designed and implemented an investor relations program to facilitate effective two-way communication with investors. The program is set out in the Company’s Shareholder Communication and Investor Relations Policy .

Recommendation 6.3

The Company has in place a Shareholder Communication and Investor Relations Policy which outlines the policies and processes that it has in place to facilitate and encourage participation at meetings of shareholders.

Recommendation 6.4

Shareholders are given the option and are encouraged to receive communications from, and send communications to, the Company and its share registry electronically.

The Company’s share register manager is Computershare Investor Services Pty Ltd (“Computershare”). The option for shareholders to receive communications from, and send communications electronically is provided by Computershare.

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Shareholders and other investors are able to register on the Company’s website to receive updates about the Company.

Principle 7 – Recognise and manage risk

Recommendation 7.1

The role of the Risk Committee is performed by the Audit and Risk Committee and the Board has adopted a Risk Committee Charter .

The Audit and Risk Committee was not structured in compliance with Recommendation 7.1 as the committee consisted of only two members during the Reporting Period due to the size of the organisation and as the Board only had two independent directors.

On 21 August 2020, Mr Garret Dixon was appointed to the Audit and Risk Committee upon his appointment as an independent Non-Executive Director. Following the appointment of Mr Dixon, the structure of the Audit and Risk Committee is in compliance with Recommendation 7.1.

When the Audit and Risk Committee convenes in its role as the Risk Committee it carries out those functions which are delegated to it in accordance with the Company’s Risk Committee Charter. Items that are usually required to be discussed by a Risk Committee are marked as separate agenda items at Audit and Risk Committee meetings when required.

Meetings of the Audit and Risk Committee in its capacity as the Risk Committee are held, and minutes of those meetings are taken. The Audit and Risk Committee deals with any conflicts of interest that may occur when convening in the capacity of the Risk Committee by ensuring that the director with conflicting interests is not party to the relevant discussions.

As noted above, the Audit and Risk Committee carries out the role of the Risk Committee and the Audit and Risk Committee held two meetings during the Reporting Period.

The Board has adopted a Risk Committee Charter which describes the Risk Committee’s role, composition, functions and responsibilities and is disclosed on the Company’s website.

Recommendation 7.2

During the Reporting Period, the Board reviewed the Company’s risk management framework to determine whether there have been any changes in the material business risks the Company faces and to ensure that the Company is operating within the risk appetite set by the Board. In addition, any material business risks are discussed at Board meetings.

Recommendation 7.3

The Company does not have an internal audit function. To evaluate and continually improve the effectiveness of the Company’s risk management and internal control processes, the Board relies on ongoing reporting and discussion of the management of material business risks as outlined in the Company’s Risk Management Policy.

Recommendation 7.4

The Company, as a mineral exploration company has material exposure to economic, environmental and/or social sustainability risks which are discussed in the Company’s 2020 Annual Report.

Within the risk management framework in which the Company operates, processes are in place to ensure sustainable and responsible business practices are ongoing to maintain our social licence to operate.

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In addition, the Board is regularly briefed and involved in discussions in relation to material exposure to economic, environmental, and social sustainability risks facing the Company.

Principle 8 – Remunerate fairly and responsibly

Recommendation 8.1

The Board has established a Remuneration Committee.

During the Reporting Period the Remuneration Committee was not structured in compliance with Recommendation 8.1 as the committee consisted of only two members due to the size of the organisation and as the Board only had two independent directors. The Remuneration Committee consisted of Stephen Quin (Chair) and Morgan Ball. The Board considered that this structure was the best mix of skills and expertise available to the Company during the Reporting Period, however, on 21 August 2020, Mr Garret Dixon was appointed to the Remuneration Committee upon his appointment as an independent Non-Executive Director. Following the appointment of Mr Dixon, the structure of the Remuneration Committee is in compliance with Recommendation 8.1.

The Remuneration Committee held two meetings during the Reporting Period. Details of director attendance at Remuneration Committee meetings during the Reporting Period are set out in section 3 of the Directors’ Report contained within the Company’s 2020 Annual Report.

The Board has adopted a Remuneration Committee Charter which describes the role, composition, functions and responsibilities of the Remuneration Committee. The Remuneration Committee Charter is disclosed in full on the Company’s website.

Recommendation 8.2

Details of remuneration, including the Company’s policy on remuneration, are contained in the “Remuneration Report” which forms of part of the Directors’ Report and commences at section 7 of Directors’ Report as contained in the Company’s 2020 Annual Report.

The Company's policy on remuneration clearly distinguishes the structure of non-executive directors’ remuneration from that of executive directors and senior executives. Non-executive directors are remunerated at a fixed fee for time, commitment and responsibilities. Remuneration for non-executive directors is not linked to individual performance, however, non-executive directors, at the discretion of the Board may receive options (subject to shareholder approval). There are no termination or retirement benefits for non-executive directors (other than for superannuation).

Pay and rewards for executive directors and senior executives consists of a base salary and may comprise performance incentives. Long term performance incentives may include options and performance rights granted at the discretion of the Board and subject to obtaining the relevant approvals. Executives are offered a competitive level of base pay at market rates and are reviewed annually to ensure market competitiveness.

Due to the current size and stage of development of the Company, the Board has not adopted a policy regarding the deferral of performance-based remuneration and the reduction, cancellation or clawback of the performancebased remuneration in the event of serious misconduct or a material misstatement in the Company’s financial statements.

Recommendation 8.3

The Company's Securities Trading Policy includes a statement of the Company's policy on prohibiting transactions in associated products which limit the economic risk of participating in unvested entitlements under any equity based remuneration schemes.

The Company’s Securities Trading Policy is available on the Corporate Governance page of the Company’s website.

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