CORAZON MINING LIMITED — Governance Information 2016

Sep 19, 2016

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20 September 2016

The Manager Company Announcements Office

Australian Securities Exchange Limited Level 40, Central Park 152-158 St Georges Terrace PERTH WA 6000

Corazon Mining Limited Appendix 4G and Corporate Governance Statement

Dear Sir/Madam

Please find attached an Appendix 4G and a copy of the Company’s Corporate Governance Statement which can also be found on the Company’s website in accordance with Listing Rules 4.7.3 and 4.10.3.

Yours faithfully

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Rob Orr Company Secretary

Corazon Mining Limited ACN : 112 898 825

Level 1, 329 Hay St, Subiaco, Western Australia, 6008. PO Box 8187, Subiaco East, WA, 6008 Phone: 08 6364 0518

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Name of entity:
CORAZON MINING LIMITED
ABN / ARBN: 87 112 898 825	Financial year ended:
87 112 898 825	30 JUNE 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://corazon.com.au/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 20 September 2016 and has been approved by the board.

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

Date: 20 September 2016

Name of Director or Secretary authorising Robert Orr lodgement:

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.

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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 Statement OR ☐at http://corazon.com.au/corporate-governance/ … 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 [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
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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ 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.

Page 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 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 Statement OR ☐at [insert location] … and a copy of our diversity policy or a summary of it: ☐at [insert location] … 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 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
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 Statement OR ☐at [insert location] … and the information referred to in paragraph (b): ☒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
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 Statement OR ☐at http://corazon.com.au/corporate-governance/ … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ 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

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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 [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [insert 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 http://corazon.com.au/corporate-governance/	☒ 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 http://corazon.com.au/corporate-governance/	☐ 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

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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 Statement OR ☐at http://corazon.com.au/corporate-governance/ … and, where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at http://corazon.com.au/corporate-governance/ … and the length of service of each director: ☐in our Corporate Governance StatementOR ☒at Annual Report	☐ 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ 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 http://corazon.com.au/corporate-governance/	☐ 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ 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
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 OR ☐at http://corazon.com.au/corporate-governance/	☐an explanation why that is so in our Corporate Governance Statement

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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 Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at [insert 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☒ 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ an explanation why that is so in our Corporate Governance Statement

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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
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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ 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 http://corazon.com.au/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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ an explanation why that is so in our Corporate Governance Statement

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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 Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at [insert 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☒ 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 Statement OR ☐at http://corazon.com.au/corporate-governance/ … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance StatementOR ☐at http://corazon.com.au/corporate-governance/	☐ an explanation why that is so in our Corporate Governance Statement

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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 Statement OR ☐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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☒ 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ an explanation why that is so in our Corporate Governance Statement

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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 Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at [insert location] [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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☒ 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 Statement OR ☐at http://corazon.com.au/corporate-governance/	☐ 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
8.3	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 http://corazon.com.au/corporate-governance/	☐ 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

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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
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 Statement OR ☐at [insert location]	☐ 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 [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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CORPORATE GOVERNANCE STATEMENT Version effective 20 September 2016

CORPORATE GOVERNANCE STATEMENT

The Board of Directors has a clear understanding that it is responsible for Corazon Mining Limited (Corazon, the “Company) corporate governance and recognises the importance of its corporate governance framework in establishing accountabilities, guiding and regulating activities, monitoring and managing risks and optimising the Company’s performance.

The Board also recognises the need to review regularly its system of corporate governance as best practice evolves over time. This Statement outlines the Company’s current corporate governance framework, by reference to the Corporate Governance, Principles and Recommendations (“CGC Principles and Recommendations”) of the ASX Corporate Governance Council.

The CGC Principles and Recommendations presently consist of recommendations relating to eight Principles. The ASX Corporate Governance Council recognises that not all Recommendations are appropriate for all companies and acknowledges that a company should only adopt those Recommendations that are suitable for its circumstances. The Board believes that the corporate governance policies and procedures in place as at the date of this Statement largely follow the Recommendations.

The Board considers that the implementation of a small number of the Recommendations is not appropriate for the Company, for the reasons set out in the statement in relation to certain Recommendations. The Board uses its best endeavours to ensure that exceptions to the Recommendations do not have a negative impact on the Company and the best interests of shareholders as a whole and explains in the statement the alternative processes in place to accommodate for the variation.

During the FY2016 the Board reviewed all of the Company’s Corporate Governance Codes, Charters, Policies and Guidelines. The following new and updated Corporate Governance Codes, Charters, Policies and Guidelines have been adopted by the Board and put on the Company’s website:

1. Code of Conduct

2. Security Trading Policy

3. Continuous Disclosure and Information Policy

4. Board Charter

5. Remuneration Policy

6. Risk Management Policy

An annual review process for all of the Company’s Corporate Governance Codes, Charters, Policies and Guidelines has now been put in place to ensure all of the Company’s Corporate Governance Codes, Charters, Policies and Guidelines are reviewed annually, kept up to date and are in line with best practice.

The third edition of the CGC Principles and Recommendations was published by the ASX Corporate Governance Council on 27 March 2014. ASX introduced the requirement to publish the information set out in Appendix 4G - Key to Disclosures Corporate Governance Council Principles and Recommendations. As part of the review process, the Company has assessed itself against the criteria set out in Appendix 4G of the ASX Listing Rules.

PRINCIPLE 1:

Lay solid foundations for management and oversight

1.1 ROLE OF BOARD AND MANAGEMENT

The matters reserved to the Board are set out in the Board Charter in the Corporate Governance section of the Company’s website. In summary, the Board is responsible for delegating powers to Management for the day to day management of the Company, approving long term corporate strategy, reviewing and approving business plans and budgets, approving material capital expenditure, approving and monitoring the adherence to Company policies, developing and promoting corporate governance, and approval of financial statements.

The Board is also responsible for monitoring compliance with the Code of Conduct, monitoring the Company’s performance, overseeing risk management and internal controls, and the assessment, appointment and removal of the Managing Director, Company Secretary and other senior management.

The Board has delegated the following functions to the Managing Director and the other senior executives:

• the effective leadership of Corazon;

• the preparation and implementation of development and operational plans to achieve the strategic, operational and financial objectives of Corazon as determined by the Board;

• the management of the day to day affairs of Corazon, including its people, processes, policies and systems;

• the conduct of commercial negotiations with other entities;

• the development and maintenance of effective relationships with Corazon 's employees, shareholders, joint venture partners, governments at all levels and government agencies, suppliers and customers and local landowners;

• reporting to the Board and providing prompt and full information regarding the conduct of the business of Corazon; and

• ensuring all material matters that affect Corazon are brought to the Board's attention.

1.2 INFORMATION ON ELECTION AND RE-ELECTION OF BOARD MEMBERS

The Company prior to the appointment and putting forward for election by shareholders of a Director the Company undertakes appropriate checks and provides shareholders with all material information in its possession relevant to a decision on whether or not to elect or reelect a director.

1.3 WRITTEN CONTRACTS OF APPOINTMENT

Directors and senior executive are provided with a letter of appointment which sets out the key terms and conditions of their appointment.

1.4 COMPANY SECRETARY

The Company Secretary is accountable to the Board, through the Chairman, on all governance matters. All Directors have access to the advice and services provided by the Company Secretary.

1.5 DIVERSITY POLICY

The Company does not have a formal policy concerning diversity. Given the current small number of employees in the Company workforce, the Board has determined that it is not currently practicable to implement a policy concerning diversity. The Board will further consider the establishment of a diversity policy as the Company and its workforce grows.

The Board recognises that corporate performance is enhanced when a company has an appropriate and diverse mix of skills and experience. The Company aims to ensure fair and unbiased remuneration between the genders, recruitment and retention campaigns that encourage diversity, no gender bias when considering senior executive and Board positions and that no discrimination on the basis of gender or race takes place within the Company. The Board will monitor compliance with the diversity and equal opportunity ethos.

The following objectives are set as Company objectives:

MEASURABLE OBJECTIVES AND PROGRESS TOWARDS ACHIEVEMENT

• (A) All persons with appropriate experience and qualifications are to be considered equally when new employees or directors are being recruited. All recruitment is being carried out on this basis.

• (B) All persons with appropriate experience and qualifications are to be considered equally when opportunities for promotion or advancement arise. All such promotion opportunities are being carried out on this basis.

The key statistics relating to gender diversity within the Company statistics are as follows:

• (a) Proportion of women employees/contractors in the Company at 30 June 2016: 37.5% (2015: 37.5%).

• (b) Proportion of women in senior executive roles in the Company at 30 June 2016: 0 % (2015:0%).

• (c) Proportion of women on the Board of the Company at 30 June 2016: 0% (2015: 0%).

For the purposes of (b) above, senior executives are categorised as those who hold a senior manager or senior executive role.

1.6 BOARD REVIEW

The process for evaluating the performance of the Board is carried out within the framework of the Remuneration Policy which is set out in the Corporate Governance section of the Company’s website. Evaluations are conducted annually. The most recent evaluations were carried out in September 2016. All evaluations were carried out in accordance with the process disclosed.

1.7 MANAGEMENT REVIEW

The process for evaluating the performance of the senior executives is carried out within the framework of the Remuneration Policy which is set out in the Corporate Governance section of the Company’s website. Evaluations are conducted annually. The most recent

evaluations were carried out in September 2016. All evaluations were carried out in accordance with the process disclosed.

PRINCIPLE 2:

Structure the Board to add value

2.1 NOMINATION COMMITTEE

The Board has chosen not to establish a Nomination Committee. The Board considers that due to the relative small size of the Company that the interests of the Company are best served by the full Board completing the functions normally delegated to a nomination committee. The Board Charter contains procedures dealing with the nomination, appointment and resignation of Directors and management.

2.2 BOARD SKILLS MATRIX

In accordance with the Board Charter, the Board seeks to achieve in its membership persons with demonstrable skills, capability, experience and ability to question and debate with other Board members, the ability to operate as part of a team, the ability to contribute outstanding performance and have a track record of impeccable ethics and values. The Board seeks to have a mix of age, skills, knowledge, experience and expertise in its ranks. The current mix of skills and experience on the Board is disclosed in the skills matrix as follows:

Skills and Diversity matrix (out of 4 Directors)	Skills and Diversity matrix (out of 4 Directors)
Leadership and Governance	Mining Sector Experience
4 Directors	4 Directors
Corporate	Finance and Risk
4 Directors	2 Directors
Strategy and Project	Behavioural and communication
4 Directors	4 Directors

The Company’s principal business is mining. All material investment decisions require the approval of the full Board.

In considering new appointments the Board will have regard to the need to augment the skills, knowledge, experience and capabilities of the current members and to meet its future needs, the Company’s sustainable growth ambitions and diversity aspirations. In doing so, the Board recognises the unique skills, experience and outlook that different genders can bring to the group.

2.3 DISCLOSE INDEPENDENCE AND LENGTH OF SERVICE

The Board currently consists of one executive directors the Managing Director, Mr Brett Smith and three non-executive directors (including the Chairman). The Board considers that the three non-executive directors are independent: Mr Clive Jones (Chairman), Mr Jonathan Downes and Mr Adrian Byass.

In making these assessments of independence the Board has followed the evaluation criteria of the Board’s Guidelines on Director Independence which is set out in the Board Charter available in the Corporate Governance section of the Company’s website.

These guidelines are in conformity with the guidelines of the ASX Corporate Governance Council and require the satisfaction of all of the items on a list of criteria, the most significant of which are:

• The director must be in a non-executive role where any fees payable by the Company could not be considered to make the director reliant on such remuneration;

• The director must have no other material contractual relationship with the Company other than as a director of the Company;

• The director is not a substantial shareholder of the Company;

• The director has not been employed in an executive capacity by the Company and has not been a principal of a material adviser or consultant to the Company within the last 3 years; and

• The director is free from any interest which could reasonably be perceived to materially interfere with the director’s ability to act in the best interests of the Company.

Information pertaining to the relevant skills, experience and length of service of the directors of the Company as at the date of this Statement is included in the Annual Report.

2.4 MAJORITY OF BOARD INDEPENDENT

The majority of the members are independent directors. The Board considers that the interests of the Company are best served by appointing directors with the relevant skills and expertise to enhance the Company’s performance. The Board believes each director brings an independent, objective judgment to the deliberations of the Board. It is considered that the present Board have a significant level of mining industry knowledge which is considered invaluable at this stage of the Companies development.

2.5 CHAIR INDEPENDENT

The Board is chaired by an independent director, Mr Clive Jones.

2.6 INDUCTING AND PROFESSIONAL DEVELOPMENT OF BOARD MEMBERS

The Company has a program for inducting new directors and provides appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.

Board members have the right to seek independent professional advice at the Company’s expense in the furtherance of their duties as directors.

Promote ethical and responsible decision making

PRINCIPLE 3:

3.1 CODE OF CONDUCT

The Company aims to maintain the highest standard of ethical behaviour in business dealings and to behave with integrity in all its dealings with customers, clients, shareholders, government, employees, suppliers and the community. Directors and employees are expected to perform their duties in a professional manner and act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

The Board has a clear understanding that it is responsible for setting the tone of legal, ethical and moral conduct to ensure that the Company is considered reputable by the industry and other outside entities. This involves considering the impact of the Company’s decisions on the industry, its colleagues and the general community. With this in mind the Board reviewed and approved an updated and best practice Code of Conduct that has been presented to staff.

In summary, the Code of Conduct adopted by the Company and set out in the Corporate Governance section of the Company’s website requires that all employees and directors:

• act in accordance with occupational health and safety legislation, regulations and policies applicable to their respective organisations and to use security and safety equipment provided;

• act with honesty and integrity;

• respect the law and act accordingly;

• respect confidentiality and not misuse information;

• value and maintain professionalism;

• avoid conflicts of interest;

• act in accordance with the Company’s policies procedures and guidelines;

• strive to be good corporate citizens on responsibilities such as sustainable development, health, safety, environment and community; and

• have respect for each other, including by embracing diversity, openness, sharing, mutual trust and teamwork.

The Code of Conduct imposes a responsibility on individuals to report breaches of the Code to executive management or to a director so that appropriate remedial action can be taken.

PRINCIPLE 4:

Safeguarding integrity in financial reporting

4.1 AUDIT COMMITTEE

The Board has chosen not to establish an Audit Committee. The Board considers that due to the relative small size of the Company that the interests of the Company are best served by the full Board completing the functions normally delegated to an audit committee.

The processes that the Board employs to independently verify and safeguard the integrity of its corporate reporting include:

• reviewing and adopting the Company’s Quarterly, Half Year and Annual Report prior to release to shareholders and the ASX

• overseeing the Company’s relationship with the external auditor the external audit function generally and ensuring the external audit engagement partner rotation is in accordance with the Corporations Code;

• overseeing the adequacy of the control processes in place in relation to the preparation of financial statements and reports; and

• overseeing the adequacy of the Company’s financial risk management and internal controls.

4.2 MANAGING DIRECTOR AND CFO DECLARATION

The Managing Director and Chief Financial Officer provide a declaration in accordance with Section 295A of the Corporations Act in relation to the half year and annual accounts and assured the Board that the declaration is founded on a sound system of risk management and internal controls and that the systems are operating effectively and efficiently in all material respects.

4.3 EXTERNAL AUDITOR

The external auditor is invited and attends the Companies AGM and is available to answer questions from shareholders relevant to the audit.

PRINCIPLE 5:

Make timely and balanced disclosure

The Company has established policies and procedures, set out in its Continuous Disclosure and Information Policy, relating to the disclosure of information to interested parties. A copy of the Policy is in the Corporate Governance section of the Company’s website.

The Company Secretary is responsible for ensuring the Company complies with ASX Listing Rules and is responsible for communicating with the ASX.

PRINCIPLE 6:

Respect the rights of shareholders

6.1 WEBSITE

The Company has established a Continuous Disclosure and Information Policy which is designed to ensure that the Company communicates effectively with its shareholders and the investment community and that information is released and made available in an equitable manner. All information disclosed to the ASX is placed on the Company’s website as soon as it is disclosed to and acknowledged by the ASX. When analysts are briefed on the Company’s activities, any information provided in the presentation (if material and not previously released) is released to the ASX and placed on the Company’s website.

6.2 INVESTOR RELATIONS

It is the policy of the Company to communicate effectively with its shareholders by giving them ready access to balanced and understandable information about the Company.

The Company’s annual report, quarterly and half yearly reports are provided to the ASX and placed on the website. Copies of these reports are sent to any shareholder or interested party requesting a copy.

6.3 PARTICIPATION IN MEETINGS

Notices of meetings are mailed to all shareholders unless they have elected not to receive a copy and are also placed on the Company’s website and disclosed to the ASX. Notices of meeting are to be as easily read and understandable as possible, however they must comply with the legal requirements contained in the Corporations Act and the ASX Listing Rules. The Company provides shareholders with a forum to actively participate in General Meetings.

6.4 ELECTRONIC COMMUNICATION

The Company provides shareholders the option to receive communications from, and send communications to, the entity and its security registry electronically.

PRINCIPLE 7:

Reco nise and mana e risk g g

7.1 RISK COMMITTEE

The Board is responsible for the identification of significant areas of business risk, implementing procedures to manage such risks and developing policies regarding the establishment and maintenance of appropriate ethical standards to:

• ensure compliance in legal, statutory and ethical matters;

• monitor the business environment;

• identify business risk areas;

• identify business opportunities; and

• monitor systems established to ensure prompt and appropriate responses to shareholder complaints and enquiries.

The Board has chosen to not establish a Risk Committee.

The Board considers that due to the relative small size of the Company that the interests of the Company are best served by the full Board completing the functions normally delegated to a Risk committee. The Risk Management Policy contains procedures dealing with the Company’s risk management systems and procedures.

The Board’s Risk Management processes to oversee the management of risk involves the Board meeting at least annually with senior management to review the Company risks and to ensure that all reasonable procedures have been put in place to mitigate the Company’s risks. The last Risk review was held in September 2016. At that Meeting the senior

management reported on the effectiveness of the Company’s management of its material business risks via a Risk Register.

7.2 RISK MANAGEMENT FRAMEWORK

The Company’s risk management framework is designed to ensure that the Company identifies, documents, communicates and proactively manages material risks in a systematic way. This ensures that risk management is embedded within the culture of the business. This structure enables consideration of both the long term interests of the business as well as the day to day operations. It also ensures focus is given to those unlikely events with potentially catastrophic impacts to our business.

Material exposure to economic, environmental and social sustainability risks

The Company does have material exposure to economic, environmental and social sustainability risks, including exposure to commodity and foreign exchange market fluctuations and changes in government and environmental regulatory legislation.

The Company where necessary employs suitably qualified personnel to assist with the management of its exposure to environmental and social sustainability risks including appropriate health and safety personnel as well as heritage and environmental experts.

Dealing in Securities Guidelines (Securities Trading Policy)

The Company has put in place guidelines to ensure that directors, officers and employees do not trade in the Company’s shares if they are aware of non-public information that could be expected to have a material effect on the market price of the Company’s shares. A copy of the Securities Trading Policy is set out in the Corporate Governance section of the Company’s website.

7.3 INTERNAL AUDIT FUNCTION

The Company does not have an internal audit function the function is undertaken by the Board and management. The process employed to evaluate and improve the internal control process by the Board involves meeting, at the time of the external audit review meeting which is held a minimum of twice each year, to consider and review the Company financial risk management processes and internal controls to ensure that they are adequate and functioning.

7.4 MATERIAL EXPOSURE TO ECONOMIC ENVIRONMENTAL

The Company has material exposure to economic, environmental and social sustainability risks.

Internal risks including: corporate governance, compliance, human resources, workplace health and safety, finance and administration, operational, product, business development, technology, legal and project risks.

External micro risks including: internal people; key commercial relationships; indirect commercial relationships; reputation; fraud, theft, and corruption; and money laundering and terrorism risks.

External macro risks including: natural events; political events; economic events; technology changes; environmental events; cultural and religious events and industrial events.

The Board as part of its risk review considers the existing risks and the processes and procedures that are in place to manage and mitigate these risks it also considers changes in the Company’s operations and identifies new risks that have or may arise and the processes and procedures that the Company must initiate to control and/or mitigate these risks from impacting upon the performance of the Company.

PRINCIPLE 8:

Remunerate fairly and responsibly

8.1 REMUNERATION COMMITTEE

The Board has chosen to not establish a Remuneration Committee. The Board considers that due to the relative small size of the Company that the interests of the Company are best served by the full Board completing the functions normally delegated to a Remuneration committee. The Remuneration Policy contains procedures dealing with the Company’s remuneration.

The Board’s Remuneration Policy was reviewed in September 2016.

8.2 REMUNERATION POLICIES AND PRACTICE

During FY2016, the Board reviewed and approved the Remuneration Policy. This Remuneration Policy is disclosed in the Corporate Governance section of the Company’s website.

The full details of the Company’s remuneration and policy is also set out in the Remuneration Report within the Directors’ Report in the Annual Report.

8.3 REMUNERATION EQUITY BASED

The full details of the equity based scheme were adopted by shareholders in a shareholders meeting and disclosed to the meeting and the ASX at the time approval was sought. Participants are not entitled to enter into transactions which limit the economic risk of participating in the scheme.