Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Dart Mining NL

ABN/ARBN 84 119 904 880	Financial year ended:
84 119 904 880	30 June 2023

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report:

☒ This URL on our website: https://dartmining.com.au/about/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 28 September 2023 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 28 September 2023

Name of authorised officer authorising lodgement: Julie Edwards

1 “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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 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 notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 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.

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5 A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) 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. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. `☒` and we have disclosed a copy of our diversity policy at: https://dartmining.com.au/about/corporate-governance/ and we have disclosed the information referred to in paragraph (c) at: https://dartmining.com.au/about/corporate-governance/ and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. `☐` set out 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 for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	`☒` and we have disclosed the evaluation process referred to in paragraph (a) at: https://dartmining.com.au/about/corporate-governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: https://dartmining.com.au/about/corporate-governance/	`☐` set out in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have a nomination committee which: [ If the entity complies with paragraph (a): ] ☐ we are an externally managed entity and this recommendation
(1) has at least three members, a majority of whom are is therefore not applicable
and we have disclosed a copy of the charter of the committee at:
independent directors; and -
https://dartmining.com.au/about/corporate governance/
(2) is chaired by an independent director,
and the information referred to in paragraphs (4) and (5) at:
and disclose:
https://dartmining.com.au/about/corporate-governance/
(3) the charter of the committee; and
(4) the members of the committee; and
Please refer to page 6 of the Dart Mining 2023 Financial Report
(5) as at the end of each reporting period, the number which can be found in the following location:
of times the committee met throughout the period https://www.dartmining.com.au/investors/announcements.aspx
and the individual attendances of the members at
[ If the entity complies with paragraph (b): ]
those meetings; or
and we have disclosed the fact that we do not have a nomination
(b) if it does not have a nomination committee, disclose that
committee and the processes we employ to address board
fact and the processes it employs to address board
succession issues and to ensure that the board has the appropriate
succession issues and to ensure that the board has the
balance of skills, knowledge, experience, independence and
appropriate balance of skills, knowledge, experience,
diversity to enable it to discharge its duties and responsibilities
independence and diversity to enable it to discharge its
effectively at:
duties and responsibilities effectively.
……………………………………………………………………………..
[ insert location ]
2.2 A listed entity should have and disclose a board skills matrix ☒ ☐ set out in our Corporate Governance Statement OR
setting out the mix of skills that the board currently has or is and we have disclosed our board skills matrix at: ☐ we are an externally managed entity and this recommendation
looking to achieve in its membership.
is therefore not applicable
https://dartmining.com.au/about/corporate-governance/
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
2.3 A listed entity should disclose: ☒ ☐ set out in our Corporate Governance Statement
(a) the names of the directors considered by the board to be
and we have disclosed the names of the directors considered by the
independent directors;
board to be independent directors at:
(b) if a director has an interest, position, affiliation or
Please refer to page 4 and 5 of the Dart Mining 2023 Financial
relationship of the type described in Box 2.3 but the board
Report which can be found in the following location:
is of the opinion that it does not compromise the
https://www.dartmining.com.au/investors/announcements.aspx
independence of the director, the nature of the interest,
position or relationship in question and an explanation of and, where applicable, the information referred to in paragraph (b)
why the board is of that opinion; and at:
(c) the length of service of each director. Please refer to page 4 and 5 of the Dart Mining 2023 Financial
Report which can be found in the following location:
http://www.dartmining.com.au/investors/announcements.aspx
and the length of service of each director at:
Please refer to page 4 and 5 of the Dart Mining 2023 Financial
Report which can be found in the following location:
https://www.dartmining.com.au/investors/announcements.aspx
2.4 A majority of the board of a listed entity should be independent ☒ ☐ set out in our Corporate Governance Statement OR
directors.
☐ 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 ☐ ☒ set out in our Corporate Governance Statement OR
independent director and, in particular, should not be the same ☐ we are an externally managed entity and this recommendation
person as the CEO of the entity.
is therefore not applicable
2.6 A listed entity should have a program for inducting new ☒ ☐ set out in our Corporate Governance Statement OR
directors and for periodically reviewing whether there is a need ☐ we are an externally managed entity and this recommendation
for existing directors to undertake professional development to
is therefore not applicable
maintain the skills and knowledge needed to perform their role
as directors effectively.
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should: ☐ ☒ set out in our Corporate Governance Statement
(a) have an audit committee which:
[ If the entity complies with paragraph (a): ]
(1) has at least three members, all of whom are non-
and we have disclosed a copy of the charter of the committee at:
executive directors and a majority of whom are -
https://dartmining.com.au/about/corporate governance/
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board, and the information referred to in paragraphs (4) and (5) at:
and disclose: https://dartmining.com.au/about/corporate-governance/
and
(3) the charter of the committee;
(4) the relevant qualifications and experience of the Please refer to pages 4 to 6 of the Dart Mining 2023 Financial
members of the committee; and Report which can be found in the following location:
(5) in relation to each reporting period, the number of http://www.dartmining.com.au/investors/announcements.aspx
times the committee met throughout the period and
the individual attendances of the members at those [ If the entity complies with paragraph (b): ]
meetings; or and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
(b) if it does not have an audit committee, disclose that fact
and safeguard the integrity of our corporate reporting, including the
and the processes it employs that independently verify
processes for the appointment and removal of the external auditor
and safeguard the integrity of its corporate reporting,
and the rotation of the audit engagement partner at:
including the processes for the appointment and removal
of the external auditor and the rotation of the audit ……………………………………………………………………………..
engagement partner. [ insert location ]
4.2 The board of a listed entity should, before it approves the ☒ ☐ set out in our Corporate Governance Statement
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.
4.3 A listed entity should disclose its process to verify the integrity ☒ ☐ set out in our Corporate Governance Statement
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for ☒ ☐ set out in our Corporate Governance Statement
complying with its continuous disclosure obligations under
and we have disclosed our continuous disclosure compliance policy
listing rule 3.1.
at:
https://dartmining.com.au/about/corporate-governance/
5.2 A listed entity should ensure that its board receives copies of all ☒ ☐ set out in our Corporate Governance Statement
material market announcements promptly after they have been
made.
5.3 A listed entity that gives a new and substantive investor or ☒ ☐ set out in our Corporate Governance Statement
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its ☒ ☐ set out in our Corporate Governance Statement
governance to investors via its website.
and we have disclosed information about us and our governance on
our website at:
https://dartmining.com.au/about/corporate-governance/
6.2 A listed entity should have an investor relations program that ☒ ☐ set out in our Corporate Governance Statement
facilitates effective two-way communication with investors.
6.3 A listed entity should disclose how it facilitates and encourages ☒ ☐ set out in our Corporate Governance Statement
participation at meetings of security holders.
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
https://dartmining.com.au/about/corporate-governance/
6.4 A listed entity should ensure that all substantive resolutions at a ☒ ☐ set out in our Corporate Governance Statement
meeting of security holders are decided by a poll rather than by
a show of hands.
6.5 A listed entity should give security holders the option to receive ☒ ☐ set out in our Corporate Governance Statement
communications from, and send communications to, the entity
and its security registry electronically.
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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):] and we have disclosed a copy of the charter of the committee at: https://dartmining.com.au/about/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: https://dartmining.com.au/about/corporate-governance/ [If the entity complies with paragraph (b):] and we have disclosed 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 at: …………………………………………………………………………….. [insert location] `☐` set out 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 that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	`☒` and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: https://dartmining.com.au/about/corporate-governance/	`☐` set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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):] and we have disclosed a copy of the charter of the committee at: https://dartmining.com.au/about/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: https://dartmining.com.au/about/corporate-governance/ [If the entity complies with paragraph (b):] and we have disclosed 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: …………………………………………………………………………….. [insert location] `☒` set out 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.	`☒` and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: Please refer to pages 7 to 9 of the Dart Mining 2023 Financial Report which can be found in the following location: http://www.dartmining.com.au/investors/announcements.aspx	`☐` set out in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
8.3 A listed entity which has an equity-based remuneration scheme ☒ ☐ set out in our Corporate Governance Statement OR
should:
and we have disclosed our policy on this issue or a summary of it at: ☐ we do not have an equity-based remuneration scheme and
(a) have a policy on whether participants are permitted to this recommendation is therefore not applicable OR
https://dartmining.com.au/about/corporate-governance/
enter into transactions (whether through the use of
☐ we are an externally managed entity and this recommendation
derivatives or otherwise) which limit the economic risk of
is therefore not applicable
participating in the scheme; and
(b) disclose that policy or a summary of it.
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language ☐ ☐ set out in our Corporate Governance Statement OR
in which board or security holder meetings are held or key and we have disclosed information about the processes in place at: ☒ we do not have a director in this position and this
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can ……………………………………………………………………… recommendation is therefore not applicable OR
contribute to the discussions at those meetings and [ insert location ] ☐ we are an externally managed entity and this recommendation
understands and can discharge their obligations in relation to is therefore not applicable
those documents.
9.2 A listed entity established outside Australia should ensure that ☐ ☐ set out in our Corporate Governance Statement OR
meetings of security holders are held at a reasonable place and ☒ we are established in Australia and this recommendation is
time.
therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally ☐ ☐ set out in our Corporate Governance Statement OR
managed listed entity that has an AGM, should ensure that its ☒ we are established in Australia and not an externally managed
external auditor attends its AGM and is available to answer
listed entity and this recommendation is therefore not
questions from security holders relevant to the audit.
applicable
☐ we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. `☐` and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location] `☐` set out 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.	`☐` and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location]	`☐` set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Corporate Governance Statement

Dart Mining NL, ABN: 84 119 904 880 (Company)

Corporate Governance Statement (continued)

This statement summaries the corporate governance policies and procedures adopted by Dart Mining NL’s Board of Directors (“Board”) and discloses the extent to which the Company has followed the ASX Corporate Governance Council’s Corporate Governance Principals and Recommendations (4[rd] Edition) (“ASX Principles”) during and since the reporting period. The Board aims to ensure the Company operates with a corporate governance framework and culture that is relevant, practical and cost effective for the current size and stage of development of the business.

Principle 1: Lay solid foundations for management and oversight

1.1 Roles and Responsibilities of Board and Management

The relationship between the Board and senior management is critical to the group’s long-term success. The Board acts in the best interests of the Company as a whole and is accountable to shareholders for the overall direction, management and corporate governance of the Company and its subsidiaries (the “Group”).

Responsibilities of the Board

The responsibilities of the Board include oversight, accountability and approval of:

(a) Strategic Issues
Approving management’s corporate strategy and performance objectives;
Providing strategic advice to management;
Monitoring performance and implementation of strategy and ensuring appropriate resources are available.
(b) Shareholding items
Issuing shares, options or conditional rights;
Determining the amount of any dividend.
(c) Financial items
Approving and monitoring financial and other reporting;
Approving and monitoring the progress of major capital expenditure, capital management, acquisitions and divestitures;
Reporting to shareholders.
(d) Risk and control
Overseeing the Group’s control and accountability system;
Reviewing and ratifying systems of risk management, internal compliance and control, and legal compliance to ensure appropriate compliance frameworks are in place.
(e) Board and senior management
Appointment, performance assessment and, if necessary, removal of Chief Executive Officer (“CEO”);
Ratifying appointment and, where appropriate, removal of Chief Financial Officer (“CFO”) and Company Secretary;
Ratifying other senior executive appointments, organisational changes and senior management remuneration policies and practices;
Approving succession plans for management;
Monitoring performance of the Board both collectively and individually;
Recommending directors for nomination and removal.
(f) Other Board responsibilities
Monitoring and ensuring compliance with best practice corporate governance requirements;
Approving board committee charters.

Further details are outlined in the Board Charter which can be found at the Company’s website, www.dartmining.com.au

Responsibilities of the Managing Director or CEO

Responsibility for day-to-day management and administration of the Group is delegated by the Board to the Managing Director or CEO. The Managing Director or CEO manages the Group in accordance with the strategy, plans and policies approved by the Board.

1.2 Director appointment and election

The Board undertakes appropriate checks before appointing any new candidates as directors, which may include review by the Nomination Committee (if any) and appropriate reference checking. All material information regarding any director proposed for re-election will be included in the Explanatory Information to the relevant Notice of Meeting.

DART MINING NL

Corporate Governance Statement (continued)

1.3 Written Agreements with Directors and Senior Executives

New directors receive a letter of appointment which outlines the key terms and conditions of their appointment. Senior executives and all employees are required to sign employment agreements, which set out the key terms of their employment.

1.4 Responsibilities of the Company Secretary

The Company Secretary is responsible for providing administrative support to the Board and its Committees. The Company Secretary is accountable directly to the Board, through the Chair, on all matters relating to proper functioning of the Board.

1.5 Diversity Policy

The Company recognises the value contributed to the organisation by employing people with varying skills, cultural backgrounds, ethnicity and experience. The Company believes its diverse workforce is the key to continued growth and improved productivity and performance. The Company actively values and embraces diversity of its employees and is committed to creating an inclusive workplace where everyone is treated equally and fairly, and where discrimination, harassment and inequality are not tolerated. While the Company is committed to fostering diversity at all levels, gender diversity continues to be a priority for the Group.

Accordingly, the Board has developed the following objectives regarding gender diversity and aims to achieve these objectives as Director and senior executive positions become vacant and appropriately qualified candidates become available:

achieve a diverse and skilled workforce, leading to continuous improvement in the achievement of its corporate goals;
the development of clear criteria on behavioural expectations in relation to promoting diversity;
create a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives;
ensure that personnel responsible for recruitment take into account diversity issues when considering vacancies; and
create awareness in all employees of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity.

It is noted that the Company continues to work towards gender diversity, due to the low overall number of staff, a change of a few employees can have significant impact on the Company’s performance in respect of its measurable diversity objectives both positively and negatively.

The table below outlines gender diversity within Dart Mining for 2022 and 2023:

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||||||||
|---|---|---|---|---|---|---|
|Whole organisation|Senior Executive|Board|
|2023|2022|2023|2022|2023|2022|
|Total|13|10|2|2|3|3|
|Female|2|3|-|-|-|-|
|% Female|15%|30%|0%|0%|0%|0%|

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1.6 Board, committee and director performance

The Board follows an informal process of self-assessment of its performance, and the performance of its committees.

During the reporting period, the Board has undertaken an assessment of individual Directors performance via informal discussions between each Director and the Chair.

1.7 CEO and senior executive performance

The Company has a performance management program which includes annual assessments of performance in each year. For further detail please see Remuneration Report of the Annual Financial Report.

Principle 2: Structure the Board to add value

2.1 Nomination committee

The Board has a nomination committee which is composed of three directors, of which the majority are independent. The committee is chaired by an independent director.

DART MINING NL

Corporate Governance Statement (continued)

At the date of this report the committee consisted of the following members:

Mr J Chirnside (Managing Director)

Mr R Udovenya (Non-executive and independent Director)

Mr D Turnbull (Non-executive and independent Director & Chair of the Remuneration and Nomination Committee)

Details of these directors’ attendance at committee meetings are set out in the Directors’ Report of the Annual Financial Report.

A charter for the Remuneration and Nomination Committee can be found at www.dartmining.com.au

2.2 Board skills

The Board seeks to achieve a mix of skills and diversity that it enables it to most effectively carry out its functions and responsibilities. It is intended that the composition of the Board be balanced, with Directors possessing an appropriate mix of skills, experience, expertise, qualifications and contacts relevant to Dart’s business. The Board Charter and the Remuneration & Nomination Committee Charter outline in more detail the procedure for the selection and appointment of new directors.

2.3 Board members

Details of the members of the Board, their experience, qualifications, term of office and independence status are set out in the Directors’ Report under the section titled “Information on Directors” of the Annual Financial Report.

2.4 Directors’ independence

An independent director must be independent of management, be free of any business or other relationship and otherwise meet the criteria for independence set out in the ASX Principles.

During the prior reporting period, the Group complied with ASX Principle 2.4 which requires that a majority of the Board should be Independent.

The Board assesses the independence of directors as and when required.

2.5 Independent Chair

The current Chair, Mr Chirnside, is an executive director. Mr Chirnside was appointed 18 June 2015.

In accordance with current practice, the Board Charter requires the role of Chair and CEO to be separate.

Due to the limited resources available within the company, the company has been unable to meet with these principles, it is the board’s intention to address these issues as the resources become available.

2.6 Director induction and professional development

The Nomination Committee oversees, reviews and makes recommendations to the Board in relation to induction and development of non-executive directors, to ensure they develop and maintain the skills and knowledge needed to perform their roles as directors effectively.

The Company has a program for the induction of new directors which includes briefings with the CEO, Company Secretary, Senior Management and industry experts, site visits and provision of appropriate Company documentation.

The Board receives regular updates provided by the Company’s legal advisors to assist with keeping current with relevant legal and industry developments.

Principle 3: Promote ethical and responsible decision making

3.1 Code of Conduct

The directors are committed to making positive economic, social and environmental contributions, while complying with all applicable laws and regulations and acting in a manner that is consistent with the principals of honesty, integrity, fairness and respect. The Company has established a Code of Conduct to establish clear standards against which to guide decision making and hold itself accountable. The Code provides a set of guiding principles covering employment practices, responsibility to shareholders and financial markets, equal opportunity, harassment and bullying, conflicts of interest, use of Company resources and disclosure of confidential information. The Code of Conduct is available on the Company’s website at www.dartmining.com.au

DART MINING NL

Corporate Governance Statement (continued)

Principle 4: Safeguard integrity in financial reporting

4.1 Audit and Risk Committee

The Board has established an Audit and Risk Committee comprising one executive director and two non-executive directors. At the date of this report the Committee consisted of the following members:

Mr J Chirnside (Managing Director)

Mr R Udovenya (Non-executive and independent Director and Chair of the Audit and Risk Committee)

Mr D Turnbull (Non-executive and independent Director)

Details of these directors’ qualifications and attendance at committee meetings are set out in the Directors’ Report in the Annual Financial Report.

The Company's Audit and Risk Management Committee consists of a majority of Non‐executive Directors. The Board considers that due to the small number of directors on the Board and limited resources available within the company, the company has been unable to meet with this principle, it is the board’s intention to address these issues as the resources become available.

The Directors allocated Committee positions according to the skill sets available and to balance the expected work load among themselves.

The charter of the Committee can be found on the Company’s website at www.dartmining.com.au

4.2 CEO and CFO Declarations for financial statements

Prior to approval of the Company’s financial statements for the half or full year by the Board, the CEO and CFO (or in the absence of a CEO, the Chair of the Board) provide 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.

4.3 External auditors

The external auditor, Morrows Audit Pty Ltd, attends each AGM and is available to answer questions from shareholders relevant to the audit.

Principle 5: Make timely and balanced disclosure

5.1 Continuous disclosure

The Company has a market disclosure protocol to ensure compliance with ASX Listing Rules and has a vetting and authorisation process designed to ensure announcements are factual, complete and balanced.

A copy of this policy is available on the Company’s website at www.dartmining.com.au

5.2 Continuous disclosure

The company ensures that its board receives copies of all material market announcements promptly after they have been made.

5.3 Continuous disclosure

The company releases a copy of any presentations to new and substantive investor or analyst presentation materials on the ASX Market Announcements Platform ahead of the presentation.

Principle 6: Respect the rights of shareholders

6.1 Information on website

The Company provides information about itself and its corporate governance to its shareholders and members of the public on its website at www.dartmining.com.au

6.2 Communication with shareholders

The Board has approved a Shareholder Communication Policy to ensure that shareholders and the wider community are informed of all major developments affecting the Company in a timely and effective manner. Including its disclosure obligations under the ASX Listing Rules, the Company communicates with its shareholders in a number of ways, comprising:

DART MINING NL

Corporate Governance Statement (continued)

annual and half-yearly reports;
announcements on the Company’s website;
market briefings; and
presentations at general meetings.

In addition to ensuring all Company information is available on the Company’s website soon after receiving confirmation by the ASX of the receipt of the announcement, the Company will send to each shareholder or member of the public, who has requested, either by post or email, a copy of the release.

6.3 Participation at shareholder meetings

The Company holds its Annual General Meeting (AGM) in November each year. The Notice of Meeting and related Explanatory Notes are distributed to shareholders in accordance with the requirements of the Corporations Act, and simultaneously released to the ASX. The AGM provides the Company the opportunity to communicate with shareholders through the CEO & Chair’s presentation/address.

Shareholders are given the opportunity at the AGM to ask general questions about the management of the Company, as well as ask questions about particular agenda items. Shareholders who are unable to attend the meeting in person may submit written questions together with their proxy form.

6.4 Resolutions at a meeting of security holders

All resolutions at a meeting of security holders are decided by a poll.

6.5 Electronic communication

Shareholders are encouraged to receive shareholder material electronically, which can be established by registering on the Company website or to certain information via the Company’s share registry, Automic.

Shareholders are also able to contact the Company via the general contact email address [email protected], and where appropriate a response will be provided.

Principle 7: Recognise and manage risk

7.1 Audit and risk committee

The Board has established an Audit and Risk Committee consisting of one executive director and two non-executive directors. Details regarding composition, meetings and charter are set out in section 4.1 of this Corporate Governance Statement.

7.2 Risk management framework

The Board considers risk management fundamental to maintaining efficient and effective operations and generating and protecting shareholder value. The management and oversight of risk is an ongoing process integral to the management and corporate governance of the Company’s business.

The Board, through its Audit and Risk Committee, is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal controls. The Company has established a risk management system which aligns with the vision, strategy, processes, technology and governance and provides for:

appropriate levels of risk taking and acceptance;
an effective system for management of risk across the Company;
informed and effective strategy setting, decision making, planning and performance oversight; and
reliable and efficient execution of operations, programs and projects.

The Company has a Risk Management Policy, a summary of which is available on the Company’s website, which sets out the objectives and key principals of risk management, along with responsibilities and authorities of the Board, the Audit and Risk Committee, the CEO, CFO, Executive Management and management. The Company has adopted a risk management strategy that aims to identify and minimise the potential for loss, while also maximising strategic opportunities for growth and development. The Board sets risk appetite and tolerance levels for the Company and reviews this and the risk management framework each reporting period in order to satisfy itself that it continues to be sound.

During the reporting period CEO has reported to the Audit and Risk Committee as to the effectiveness of the group’s management of its material business risks and the effectiveness of the risk management framework.

DART MINING NL

Corporate Governance Statement (continued)

7.3 Internal audit function

With regard to the Company’s size, the Board does not deem it necessary to have an internal audit function. As outlined in section 7.2 the Company has a comprehensive system of risk management and undertakes regular reviews of its effectiveness and where necessary utilises the resources of an external risk consultant.

7.4 Sustainability risks and management

As far as it is aware, the Company does not presently have any material exposure to environmental or social sustainability risks. The Company’s key economic risks are outlined in the Annual Financial Report in the directors’ report under the heading ‘Material Business Risks’. In addition to risk management strategies outlined in section 7.1 and 7.2, the Company utilises risk mitigation strategies including employing qualified and specialised consultants and advisors, as and when required, and holding a comprehensive insurance program.

Principle 8: Remunerate fairly and responsibly

8.1 Remuneration committee

The Board has a Remuneration and Nomination committee which is composed of three directors, of which the majority are independent, the chair is not an independent director. The Board considers that due to the small number of directors on the Board and limited resources available within the company, the company has been unable to meet with this principle, it is the board’s intention to address these issues as the resources become available.

At the date of this report the committee consisted of the following members:

Mr J Chirnside (Managing Director)

Mr R Udovenya (Non-executive and independent Director)

Mr D Turnbull (Non-executive and independent Director & Chair of the Remuneration and Nomination Committee)

Details of these directors’ attendance at committee meetings are set out in the Directors’ Report of the Annual Financial Report.

A charter for the Remuneration and Nomination Committee can be found at www.dartmining.com.au

The Company has a remuneration framework to ensure an executive’s total remuneration is set at an appropriate level. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the AGM.

Further information on remuneration is set out in the Remuneration Report of the Annual Financial Report.

8.2 Executive and non-executive remuneration policies

Non-executive directors are remunerated at market rates for comparable companies for time, commitment, and responsibilities. The Board as a whole determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties, and accountability. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the AGM.

Each executive has a formal service agreement, which includes a position description and sets out duties, rights and responsibilities as well as entitlement on termination. The Company has policies which apply to base salaries, short-term incentives and long-term incentives. Further information on remuneration is set out in the Remuneration Report of the Annual Financial Report.

8.3 Hedging of equity incentive schemes

Dart Mining prohibits Key Management Personnel from entering into transactions in associated products which operate to limit the economic risk of security holdings in Dart Mining over unvested entitlements or entitlements which have vested but remain subject to a holding lock. A copy of the Share Trading Policy can be found on the Company’s website at www.dartmining.com.au

The Corporate Governance Statement was approved by the Board of directors on 28 September 2023.

DART MINING NL

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DART MINING NL — Governance Information 2023

64792_rns_2023-09-27_33aa30e1-a6bd-43b7-bd9f-58277ae7e85a.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Statement (continued)

Principle 1: Lay solid foundations for management and oversight

1.1 Roles and Responsibilities of Board and Management

Responsibilities of the Board

Responsibilities of the Managing Director or CEO

1.2 Director appointment and election

Corporate Governance Statement (continued)

1.3 Written Agreements with Directors and Senior Executives

1.4 Responsibilities of the Company Secretary

1.5 Diversity Policy

1.6 Board, committee and director performance

1.7 CEO and senior executive performance

Principle 2: Structure the Board to add value

2.1 Nomination committee

Corporate Governance Statement (continued)

2.2 Board skills

2.3 Board members

2.4 Directors’ independence

2.5 Independent Chair

2.6 Director induction and professional development

Principle 3: Promote ethical and responsible decision making

3.1 Code of Conduct

Principle 4: Safeguard integrity in financial reporting

4.1 Audit and Risk Committee

4.2 CEO and CFO Declarations for financial statements

4.3 External auditors

Principle 5: Make timely and balanced disclosure

5.1 Continuous disclosure

5.2 Continuous disclosure

5.3 Continuous disclosure

Principle 6: Respect the rights of shareholders

6.1 Information on website

6.2 Communication with shareholders

Corporate Governance Statement (continued)

6.3 Participation at shareholder meetings

6.4 Resolutions at a meeting of security holders

6.5 Electronic communication

Principle 7: Recognise and manage risk

7.1 Audit and risk committee

7.2 Risk management framework

7.3 Internal audit function

7.4 Sustainability risks and management

Principle 8: Remunerate fairly and responsibly

8.1 Remuneration committee

8.2 Executive and non-executive remuneration policies

8.3 Hedging of equity incentive schemes

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DART MINING NL Governance Information 2023