FIRSTWAVE CLOUD TECHNOLOGY LIMITED — Governance Information 2011

May 5, 2011

TELLUS RESOURCES LTD ABN 35 144 733 595 (Company)

Corporate Governance Statement

This Corporate Governance Statement sets out the Company’s current compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Principles and Recommendations). The Principles and Recommendations are not mandatory. However, the Company will be required to provide a statement in its future annual reports disclosing the extent to which the Company has followed the Principles and Recommendations.

The Board of the Company currently has in place a corporate governance policy which has been posted in a dedicated corporate governance information section of the Company’s website at www.tellusresources.com.au.

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
1.	Lay solid foundations for management and oversight
1.1	Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.	Yes	The Board’s role is to govern the Company rather than manage it. The Company’s Corporate Governance Plan includes a Board Charter which sets out the specific responsibilities of the Board and provides that the Board shall delegate responsibility for the day-to-day operations and administration of the Company to the Executive Directors and any Chief Executive Officer (if appointed).
1.2	Companies should disclose the process for evaluating the performance of senior executives.	Yes	The Board will monitor the performance of senior management, including measuring actual performance against planned performance. The Board will follow the performance evaluation principles outlined in its Corporate Governance Plan.
1.3	Companies should provide the information indicated in the_Guide to reporting on Principle 1_.	Yes	The Board will ensure that an evaluation of senior executives by the remainder of the Board will take place in future years. The Board Charter is available on request. The Board Charter discloses the specific responsibilities of the Board and provides that the Board shall delegate responsibility for the day-to-day operations and administration of the Companyto the Executive Directors and Chief Executive Officer(if

1

5 May 2011

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			appointed). The Company will provide an explanation of any future departures from Corporate Governance Principles and Recommendations 1.1, 1.2 or 1.3 in its annual reports. The Company’s Corporate Governance policies are set out on the Company’s website at www.tellusresources.com.au.
2.	Structure the board to add value
2.1	A majority of the board should be independent directors.	Yes	A majority of the Directors are currently independent. The Company has three Directors and Anthony Wehby and Richard Willson are independent. The Board seeks to ensure that the appropriate mix of skills and expertise is present on the Board to facilitate successful strategic direction. The Company’s Corporate Governance Plan outlines that there will be at least 3 non-executive directors and where practical, at least 50% of the Board will be independent, however due to the size of the Company, this is currently not the case. The Board Charter specifies that an independent Director is one who is independent of management and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with the exercise of independent judgment. Independent Directors should also meet the definition of independence as set out in the ASX Corporate Governance Council Principles and Recommendations. The independence of Directors will be regularly assessed by the Board in light of their interests, all of which must be disclosed.
2.2	The chair should be an independent director.	Yes	The chair is currently Anthony Wehby, who is an independent Director. The Company’s Corporate Governance Plan outlines that the Chair should be a non-executive Director and that if a Chairman ceases to be an independent Director, the Board will consider appointinga lead

2

5 May 2011

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			independent Director.
2.3	The roles of chair and chief executive officer should not be exercised by the same individual.	Yes	David Ward is the Technical Executive Director and undertakes the role of Chief Executive Officer and Anthony Wehby is the Non-Executive Chair, thus not being the same individual. The Company’s Corporate Governance Plan also outlines that in the future the Chief Executive Officer should not be the Chairman of the Company during his term as Chief Executive Officer or in the future.
2.4	The board should establish a nomination committee.	No	Based on the fact that the Company is in its early stages of development, and given the current size and structure of the Board, the Board has not yet formed a separate Nomination Committee. Currently matters typically dealt with by such a committee are dealt with by the Board, however, the Board has formal terms of reference for the establishment of a Nomination Committee.
2.5	Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.	Yes	In order to ensure the Board continues to discharge its responsibilities in an appropriate manner, a review of the performance over the previous 12 months of the Board, its committees and individual Directors will be arranged by the Board in accordance with the terms of the Nomination Committee Charter, until such time as a Nomination Committee is established.
2.6	Companies should provide the information indicated in the_Guide to reporting on Principle 2_.	Yes	A description of the skills and experience of each of the current Directors is contained in the Company’s Prospectus dated 21 March 2011. Two of the three members of the current Board, Anthony Wehby and Richard Willson, are considered to be independent Directors in accordance with the definition of an independent Director as contained in the Company’s Corporate Governance Plan. Based on the fact that the Company is in its early stages of development, the Company has not yet fully complied with Principle 2 of the ASX Corporate Governance Council Principles and Recommendations. To the extent that it has not complied with Principle 2, the Company will seek to do so as the Company develops.

3

5 May 2011

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			The Nomination Committee, when established, will determine the procedure for the selection and appointment of new Directors and the re-election of incumbents, having regard to the ability of the individual to assist the Board in fulfilling its responsibilities, as well as assist the Company in achieving growth and delivering value to shareholders. The policy for the appointment of new Directors is set out in the Company’s Corporate Governance Plan. The Company’s Corporate Governance policies are set out on the Company’s website at www.tellusresources.com.au.
3.	Promote ethical and responsible decision-making
3.1	Companies should establish a code of conduct and disclose the code or a summary of the code as to: • the practices necessary to maintain confidence in the company’s integrity • the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders • the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.	Yes	The Company’s Corporate Governance Plan includes a Corporate Code of Conduct, which provides a framework for decisions and actions in relation to ethical conduct in employment.
3.2	Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measureable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them.	No	The Company’s Corporate Governance Plan does not include an express policy specifically addressing diversity. Due to the current size of the Company’s operations and the fact that the Company is in the early stages of development, the Board does not consider it necessary to have a diversity policy but will consider adopting a policy in the future. Under the Corporate Code of Conduct contained in the Company’s Corporate Governance Plan, employees must not harass, discriminate or support others who harass and discriminate against colleagues or members of the public on the grounds of sex, pregnancy, marital status, age, race(includingtheir colour, nationality, descent, ethnic or religious

4

5 May 2011

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			background), physical or intellectual impairment, homosexuality or transgender. Such harassment or discrimination may constitute an offence under legislation. Managers should understand and apply the principles of Equal Employment Opportunity.
3.3	Companies should disclose in each annual report the measureable objectives for achieving set by the board in accordance with the diversity policy and progress in achieving them.	No	As noted above, the Company’s Corporate Governance Plan does not include an express policy specifically addressing diversity. The Company will provide details of its objectives for achieving gender diversity set by the board in its future annual reports.
3.4	Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board	No	Anne Adaley, the Company Secretary and Chief Financial Officer, is a woman in a senior executive position, but there are currently no women on the board of the Company. The Board will provide details as to the proportion of women employed by the Company, women in senior executive positions and women on the Board in its future annual reports.
3.5	Companies should provide the information indicated in the_Guide to reporting on Principle 3_.	Yes	The Corporate Code of Conduct can be found in the Company’s Corporate Governance Plan on the Company’s website at www.tellusresources.com.au.
4.	Safeguard integrity in financial reporting
4.1	The board should establish an audit committee.	No	Based on the fact that the Company is in its early stages of development, and given the current size and structure of the Board, the Board has not yet formed a separate audit committee. However, the Board has established a formal terms of reference for an Audit and Risk Committee. The Board does not consider that at this stage any efficiencies or other benefits would be gained from establishing a separate committee. Accordingly, until the Audit and Risk Committee is established, the Board will carry out the duties of the Audit and Risk Committee in accordance with the terms of reference that have been adopted.
4.2	The audit committee should be structured so that it: • consists only of non-executive directors	No	See above.

5

5 May 2011

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
	• consists of a majority of independent directors • is chaired by an independent chair, who is not chair of the board • has at least three members.
4.3	The audit committee should have a formal charter.	Yes	The Company’s Corporate Governance Plan includes a formal charter for the Audit and Risk Committee.
4.4	Companies should provide the information indicated in the_Guide to reporting on Principle 4_.	Yes	As above. The Company’s Corporate Governance policies are set out on the Company’s website at www.tellusresources.com.au.
5.	Make timely and balanced disclosure
5.1	Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.	Yes	The Company has a continuous disclosure program in place designed to ensure the factual presentation of the Company’s financial position. The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX and shareholders, as well as providing guidance to Directors and employees on disclosure requirements and procedures.
5.2	Companies should provide the information indicated in_Guide to Reporting on Principle 5._	Yes	As above. The Company’s Corporate Governance policies are set out on the Company’s website at www.tellusresources.com.au.
6.	Respect the rights of shareholders
6.1	Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.	Yes	The Company’s Corporate Governance Plan includes a shareholder communications strategy, which aims to ensure that the shareholders of the Company are informed of all major developments affecting the Company’s state of affairs.
6.2	Companies should provide the information indicated in the_Guide to reporting on Principle 6_.	Yes	As above. The Company’s Corporate Governancepolicies are set out on the

6

5 May 2011

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			Company’s website at www.tellusresources.com.au.
7.	Recognise and manage risk
7.1	Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.	Yes	The Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control. The Company’s Corporate Governance Plan establishes formal terms of reference for disclosure of risk management review procedure and internal compliance and control. In the event that an audit committee is established, the Board will delegate to the Audit and Risk Committee responsibility for implementing the risk management system. However, based on the fact that the Company is it its early stages of development, and given the current size and structure of the Board, the Board has not yet established the Audit and Risk Committee. Until such a committee is established, the Board will carry out these duties with the terms of reference that have been adopted.
7.2	The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.	Yes	See above.
7.3	The board should disclose whether it has received	Yes	As at the date of the Prospectus, the Company has not been required to lodge financial statements and as a result no declaration has been required. The Executive Director, or the Chief Executive Officer (if appointed), and Chief Financial Officer will be responsible for making any declaration required in accordance with section 295A of the Corporations Act to the Board.
	assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectivelyin all material respects in relation to

7

5 May 2011

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
	financial reporting risks.		•
7.4	Companies should provide the information indicated in_Guide to Reporting on Principle 7._	Yes	As above. The Company’s Corporate Governance policies are set out on the Company’s website at www.tellusresources.com.au.
8.	Remunerate fairly and responsibly
8.1	The board should establish a remuneration committee.	No	Based on the fact that the Company is it its early stages of development, and given the current size and structure of the Board, the Board has not yet formed a separate remuneration committee. However, the Board has established formal terms of reference for a remuneration committee. The Board does not consider that any efficiencies or other benefits would be gained from establishing a separate committee. Accordingly, until the Remuneration Committee is established, the Board will carry out the duties of the Remuneration Committee in accordance with the terms of reference that have been adopted.
8.2	The remuneration committee should be structured so that it: • consists of a majority of independent directors • is chaired by an independent director • has at least three members	Yes	See above.
8.3	Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.	Yes	See above.
8.4	Companies should provide the information indicated in the_Guide to reporting on Principle 8_.	Yes	As above. The Company’s Corporate Governance policies are set out on the Company’s website at www.tellusresources.com.au.

8