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INFINITY MINING LIMITED Regulatory Filings 2025

Jun 29, 2025

65121_rns_2025-06-29_6e2a18f5-3497-4f12-bf68-d6ac471252e8.pdf

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Infinity Mining Limited ABN/ARBN 73 609 482 180

Financial year ended: 31 March 2025

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

These pages of our annual report: Attached to this Appendix 4G after the Annexure This URL on our website: https://infinitymining.com.au/about/corporate-governance/

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.

Page 1

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

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

The Corporate Governance Statement is accurate and up to date as at 30 June 2025 and has been approved by the board.

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

Date: 30 June 2025 Mima Wirakara Name of authorised officer authorising lodgement: Company Secretary

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof 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 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(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.

and we have disclosed a copy of our board charter at:
https://infinitymining.com.au/about/board-management/

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore 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.

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.

Page 2

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
recommendationin fullfor the wholeof 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
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a director or
senior executive or putting someone forward 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.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.

set out in our Corporate Governance StatementOR

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.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

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
recommendationin fullfor the wholeof 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.

set out in our Corporate Governance Statement
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: the Company’s Board Charter at:
https://infinitymining.com.au/about/board-management/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
see opposite column

set out in our Corporate Governance Statement

Page 4

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
recommendationin fullfor the wholeof 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
1.7 A listed entity should:
(a)
have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
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: the Company’s Board Charter at:
https://infinitymining.com.au/about/board-management/and whether
a performance evaluation was undertaken for the reporting period in
accordance with that process at:
see opposite column

set out in our Corporate Governance Statement

Page 5

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
recommendationin fullfor the wholeof 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 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND 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.

and we have disclosed a copy of the charter of the committee at:
https://infinitymining.com.au/about/corporate-governance/and the
information referred to in paragraphs (4) and (5) at:
the Company’s Corporate Governance Statement

set out in our Corporate Governance StatementOR

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 that the board currently has or is
looking to achieve in its membership.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be
independent directors;
(b)
if a director has an interest, position, affiliation 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 or relationship in question and an explanation of
why the board is of that opinion; and
(c)
the length of service of each director.

set out in our Corporate Governance Statement

Page 6

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
recommendationin fullfor the wholeof 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
2.4 A majority of the board of a listed entity should be independent
directors.

set out in our Corporate Governance StatementOR

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.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
and we have disclosed our values at:
the Company’s Code of Conduct
https://infinitymining.com.au/about/corporate-governance/

set out in our Corporate Governance Statement
3.2 A listed entity should:
(a)
have and disclose a code of conduct for its directors,
senior executives and employees; and
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that code.

and we have disclosed our code of conduct at:
https://infinitymining.com.au/about/corporate-governance/

set out in our Corporate Governance Statement
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.

and we have disclosed our whistleblower policy at:
https://infinitymining.com.au/about/corporate-governance/

set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.

and we have disclosed our anti-bribery and corruption policy at:
https://infinitymining.com.au/about/corporate-governance/

set out in our Corporate Governance Statement

Page 7

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
recommendationin fullfor the wholeof 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 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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.

and we have disclosed a copy of the charter of the committee at:
https://infinitymining.com.au/about/audit-committee//at:
https://infinitymining.com.au/ and the Company’s Director’s Report
(contained in the 2025 Annual Report)

set out 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.

set out in our Corporate Governance Statement
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.

set out in our Corporate Governance Statement

Page 8

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
recommendationin fullfor the wholeof 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 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.

and we have disclosed our continuous disclosure policy at:
https://infinitymining.com.au/about/corporate-governance/

set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.

set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.

set out 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.

and we have disclosed information about us and our governance on
our website at: https://infinitymining.com.au/about/corporate-
governance/

set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.

set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.

and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
the Company’s Corporate Governance Statement

set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.

set out in our Corporate Governance Statement
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.

set out in our Corporate Governance Statement

Page 9

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
recommendationin fullfor the wholeof 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.

and we have disclosed a copy of the charter of the committee at:
https://infinitymining.com.au/about/audit-committee/ and at:
https://infinitymining.com.au/and the Company’s Director’s Report
(contained in the 2025 Annual Report)

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: the Company’s Corporate Governance Statement

set out in our Corporate Governance Statement

Page 10

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
recommendationin fullfor the wholeof 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
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 governance, risk
management and internal control processes.

[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
Level 1, 470 St Pauls Terrace, Fortitude Valley QLD 4000
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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 at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.

and we have disclosed whether we have any material exposure to
environmental and social risks at:
the 2025 annual report.

set out in our Corporate Governance Statement

Page 11

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
recommendationin fullfor the wholeof 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.

and we have disclosed a copy of the charter of the committee at:
https://infinitymining.com.au/about/corporate-governance/ at:
the Company’s Corporate Governance Statement

set out in our Corporate Governance StatementOR

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:
the Company’s Remuneration Policy, as disclosed in the Company’s
website www.infinitymining.com.au (under the Corporate
Governance section) and the Remuneration Report as disclosed in
the Company’s Directors’ Report (contained in the 2025 annual
report).

set out 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.

and we have disclosed our policy on this issue or a summary of it at:
Company’s website https://infinitymining.com.au/

set out in our Corporate Governance StatementOR

we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 12

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

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

Page 13

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

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement (CGS) is provided by the Board of Infinity Mining Limited (the Company) pursuant to ASX Listing Rule 4.10.3 and follows the 4th edition of the ASX Corporate Governance Council’s Principles and Recommendations, published as at 27 February 2019 (the Recommendations) and has considered the Recommendations to be an appropriate benchmark for its corporate governance practices.

The Company’s Board is committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations. Where, after due consideration, the Company’s corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for adoption of its own practice, in compliance with the “if not, why not” disclosure approach.

This CGS was approved by the Board on 30 June 2025 and is effective as at that date. It has been lodged with ASX together with the Company’s Appendix 4G for the financial year ended 31 March 2025.

CORPORATE GOVERNANCE STATEMENT TABLE

Principle Recommendation Compliance Disclosure
(Yes/No)
1.
Lay solid foundations for management and oversight
1.1 A listed entity should disclose:
(a)
the respective roles and
responsibilities of the Board
and Management; and
(b)
those
matters
expressly
reserved to the Board and
those
delegated
to
Management.
Yes The Board Charter outlines the
responsibilities of the Board in relation
to corporate governance, including the
respective roles of the Board and
management, the structure and
responsibilities of Board committees,
the role of the Chair, and the conduct
of Board meetings. A copy of the
Board Charter is available on the
Company’s website at
www.infinitymining.com.au.
1.2 A listed entity should:
(a)
undertake
appropriate
checks before appointing a
director or senior executive
or putting forward someone
forward for election as a
director; and
(b)
provide
security
holders
with all material information
in
the
Company’s
possession relevant to a
decision on whether or not
to
elect
or
re-elect
a
director.
Yes (a)
The
Board
undertakes
appropriate
checks
before
appointing a person, or putting
forward to security holders, a
person for election as a
Director of the Company.
(b)
All information relevant to a
decision to elect or re-elect a
Director is included in the
notice of meeting for the
relevant resolution.
1.3 A listed entity should have a written
agreement with each director and
senior executive setting out the
terms of their appointment.
Yes The Board Charter requires that the
terms and conditions of appointment of
each Director be confirmed in a formal
letter of appointment.
The Company has entered into
appropriate letters of appointment or
consultancy agreements with each of
its Directors.
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.
Yes The Board Charter sets out the role,
responsibilities and reporting lines of
the Company Secretary. The Company
Secretary is accountable directly to the
Board, through the Chair, on all
matters relating to the proper
functioning of the Board.
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
Partially The Company has adopted a Diversity
Policy, which is available in the
Corporate Governance section of its
website atwww.infinitymining.com.au.
The Company recognises the value of
a diverse workforce and supports the
appointment and advancement of
individuals from a range of
backgrounds to senior executive and
Board roles, where appropriate. Its
approach includes consideration of
Principle Recommendation Compliance Disclosure
(Yes/No)
(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 Company is a
“relevant
employer” under
the_Workplace_
Gender Equality
Act 2012 (Cth),
the Company’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.
opportunities to support Aboriginal and
Torres Strait Islander employment,
participation by persons with disability,
individuals from culturally and
linguistically diverse backgrounds,
younger and mature age employees,
and gender diversity.
Due to the Company’s size and stage
of development, it does not consider it
appropriate to set measurable gender
diversity objectives at this time.
Increasing the representation of
women across all levels of the
business, including the Board where
applicable, remains a focus.
The Company is not a “relevant
employer” under the Workplace Gender
Equality Act 2012 (Cth).
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
was
undertaken
in
accordance
with
that
process during or in respect
of that period.

Yes
The Board Charter, available in the
Corporate Governance section of the
Company’s website, outlines the
process for evaluating the performance
of the Board, its committees and
individual Directors.
During the reporting period, the Board
did not undertake a formal
performance evaluation. The Company
considers that, given the small size of
the Board and the current scale of its
operations, a formal evaluation
process is not necessary at this stage.
Principle Recommendation Compliance Disclosure
(Yes/No)
Performance evaluation is a matter for
the full Board and is conducted on an
informal basis. The Board periodically
reviews its own performance, as well
as that of individual Directors and
management, with consideration given
to achievement of objectives, business
development, and compliance matters.
The Board is provided with appropriate
information
to
discharge
its
responsibilities and all Directors have
access to governance policies, material
contracts, and the Company Secretary
in relation to Board and governance
matters.
1.7 A listed entity should:
(a)
have
and
disclose
a
process
for
periodically
evaluating the performance
of its senior executives at
least once every reporting
period; and
(b)
disclose for each reporting
period
whether
a
performance
evaluation
was
undertaken
in
accordance
with
that
process during or in respect
of that period.
Yes Section 13 of the Board Charter,
available on the Company’s website
under the Corporate Governance
section, outlines the approach to
performance evaluation of executive
management.
During the reporting period, the Board
did not conduct a formal performance
evaluation of senior management.
Given the small size of the
management team and the scale of the
Company’s operations, the Board
considers that a formal evaluation
process is not required at this time.
Employee numbers during the 2025
financial year remained below five. As
such, performance evaluation is
conducted informally. Staff
performance and related matters are
considered on a regular basis and, at a
minimum, annually.
2.
Structure the Board to be effective and 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;
Partially The Company has a Remuneration
and Nomination Committee which, as
at 31 March 2025, comprised two (2)
members and was chaired by an
independent director. The committee
members at that date were:

Dr Michael Kale (Chair)

Kevin Woodthorpe (appointed 30
August 2024)
Cameron McCall retired as a director
on 30 August 2024. On the same day,
Kevin Woodthorpe was appointed as
an independent director and became a
member of all Board committees.
Principle Recommendation Compliance Disclosure
(Yes/No)
(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.
Prior to the resignation of Harley Groot
on 27 November 2023, the Company
was fully compliant with this
recommendation.
The Remuneration and Nomination
Committee operates under a formal
charter, which is available on the
Company’s website at
www.infinitymining.com.au.
2.2 A listed entity should have and
disclose a board skills matrix setting
out the mix of skills and diversity that
the board currently has or is looking
to achieve in its membership.
Yes Details of the Company’s current
Directors, including their skills,
experience and qualifications, along
with the Board skills matrix, are
available on the “Our Board” page of
the Company’s website at
www.infinitymining.com.auand in the
Company’s Annual Report.
The Board aims to maintain a mix of
skills, knowledge and experience
relevant to the Company’s operations
to support effective decision-making
and sound governance.
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 or relationship that
might cause doubts about
the independence of a
director but the board is of
the opinion that it does not
compromise the
independence of the
director, the nature of the
interest, position or
relationship in question
and an explanation of why
the board is of that opinion;
and
(c)
the length of service of
each director.
Yes As at 31 March 2025, the Board
comprised the following directors:

Alan Joseph Phillips (appointed 5
February 2018).

Dr Michael Kale (appointed 20
August 2021) - Independent

Kevin Woodthorpe (appointed 30
August 2024) - Independent
Cameron McCall and Joe Groot retired
on 30 August 2024.
The Board considers both Dr Kale and
Mr Woodthorpe to be independent
directors.
Further details regarding the Directors,
including their roles and independence
status, are provided in the Company’s
Annual Report.
Principle Recommendation Compliance Disclosure
(Yes/No)
2.4 The majority of the Board should be
independent directors.
No As at 31 March 2025, the Board
comprised three directors, two of
whom were independent: Dr Michael
Kale and Mr Kevin Woodthorpe.
However, the Board did not comprise a
majority of independent directors for
the full reporting period.
2.5 The chair of the Board should be an
independent director and, in
particular, should not be the same
person as the CEO of the entity.
No The Chairman of the Company, Alan
Joseph Phillips, is not an independent
director and is not the CEO or
Managing Director.
The Board considers that, given the
size and scale of the Company’s
operations, non-compliance with this
recommendation is not detrimental to
the Company or its security holders.
2.6 A listed entity should have a
program for inducting new directors
and for periodically reviewing
whether there is a need for existing
directors to undertake professional
development opportunities for
directors to develop and maintain
the skills and knowledge needed to
perform their role as directors
effectively.
Yes In accordance with the Board Charter,
all Directors are briefed on the
Company’s operations and strategic
direction upon their appointment.
Induction materials are provided
together with a written engagement
letter, and the Company Secretary
assists new Directors in familiarising
themselves with the Company.
Ongoing professional development
requirements are considered and
addressed as circumstances require..
3.
Instil a culture of acting lawfully, ethically and responsibly
3.1 A listed entity should articulate and
disclose its values.
Yes The Company’s values are set out in
its Code of Conduct, which outlines the
standards by which the Company and
its personnel conduct business.
The Code of Conduct is available on
the Company’s website at
www.infinitymining.com.au.
3.2 A listed entity should:
(a)
have and disclose a code of
conduct for its directors,
senior
executives
and
employees; and
(b)
ensure that the board or a
committee of the board is
informed of any material
breaches of that code.
Yes The Company’s Code of Conduct
applies to all Directors, senior
executives and employees.
The Code of Conduct forms part of the
Company’s Corporate Governance
Charter and is available on the
Company’s website at
www.infinitymining.com.au. Any
material breaches of the Code are
reported to the Board or an appropriate
committee of the Board.
3.3 A listed entity should:
(a)
have
and
disclose
a
whistleblower policy; and
Yes The Company has adopted a
Whistleblower Policy, which forms part
of its Corporate Governance Charter.
The policyis available onthe
Principle Recommendation Compliance Disclosure
(Yes/No)
(b)
ensure that the board or a
committee of the board is
informed of any material
incidents reported under
that policy.
Company’s website at
www.infinitymining.com.au.
Any material incidents reported under
the Whistleblower Policy are brought to
the attention of the Board or an
appropriate committee of the Board..
3.4 A listed entity should:
(a)
have and disclose an anti-
bribery
and
corruption
policy; and
(b)
ensure that the board or a
committee of the board is
informed of any material
breaches of that policy.
Yes The Company has adopted an Anti-
Bribery and Corruption Policy, which
forms part of its Corporate Governance
Charter. The policy is available on the
Company’s website at
www.infinitymining.com.au.
Any material breaches of the Anti-
Bribery and Corruption Policy are
reported to the Board or an appropriate
committee of the Board.
4.
Safeguard the integrity of corporate reports
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
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 the entity does not have
an
audit
committee,
disclose that fact and the
processes it employs that
independently verify and
safeguard the integrity of its
Partially The Company has an Audit and Risk
Committee. As at 31 March 2025, the
Committee comprised two members
and was chaired by an independent
director.
Committee members as at 31 March
2025:

Dr Michael Kale (Chair)

Kevin Woodthorpe
Mr Woodthorpe was appointed to the
Board and the Committee on 30
August 2024.
Prior to the resignation of Mr Harley
Groot on 27 November 2023, the
Company was fully compliant with this
recommendation.
The Committee operates under a
formal charter, which is available on
the Company’s website at
www.infinitymining.com.au.
Principle Recommendation Compliance Disclosure
(Yes/No)
corporate
reporting,
including the processes for
the
appointment
and
removal of the external
auditor and the rotation of
the
audit
engagement
partner.
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.
Yes The Board receives a declaration from
both the CEO (Executive Chairman)
and the CFO that, in their opinion, the
financial records of the Company for
the relevant reporting period have
been properly maintained, comply with
the applicable accounting standards,
and give a true and fair view of the
Company’s financial position and
performance.
That opinion has been formed on the
basis of a sound system of risk
management and internal control
which is operating effectively, before
the Board approves the Company’s
financial statements.
4.3 A listed entity should disclose its
process to verify the integrity of any
periodic corporate report it releases
to the market is not audited or
reviewed by an external auditor.
Yes The Company has established a
process to ensure that periodic
corporate reports which are not audited
or reviewed by an external auditor are
subject to review by the Board prior to
release to the market, including
quarterly activity and cash flow reports.
5.
Make timely and balanced disclosure
5.1 A listed entity should have and
disclose a written policy for
complying with its continuous
disclosure obligations under ASX
Listing Rule 3.1.
Yes The Company has adopted a
Continuous Disclosure Policy and
Communications Strategy, which is
available on the Company’s website at
www.infinitymining.com.auunder the
Corporate Governance section.
5.2 A listed entity should ensure that its
board receives copies of all material
market announcements promptly
after they have been made.
Yes The Company ensures that the Board
receives copies of all material market
announcements for review prior to their
release to the ASX.
5.3 A listed entity that gives a new and
substantive investor or analyst
presentation should release a copy
of the presentation materials on the
ASX Market Announcements
Platform ahead of the presentation.
Yes The Company releases copies of any
new and substantive investor or
analyst presentation materials to the
ASX Market Announcements Platform
ahead of the presentation.
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.
Yes The Company has a Communications
Strategy, which is set out in its
Continuous Disclosure Policy and
Communications Strategy, and a
Communications Policy. These
documents are available onthe
Principle Recommendation Compliance Disclosure
(Yes/No)
Company’s website at
www.infinitymining.com.au.
The Company enables security holders
to send communications electronically
through the website’s contact facilities.
6.2 A listed entity should have an
investor relations program that
facilitates effective two-way
communication with investors.
Yes Refer 6.1.
6.3 A listed entity should disclose how it
facilitates and encourages
participation at meetings of security
holders.
Yes Security holders are encouraged to
attend and participate in all general
meetings of the Company, including
Annual General Meetings and
Extraordinary General Meetings. All
substantive resolutions are decided by
a poll rather than by a show of hands.
6.4 A listed entity should ensure that all
substantive resolutions at a meeting
of security holders are decided by a
poll rather than by a show of hands.
Yes The Company ensures that all
substantive resolutions at meetings of
security holders are decided by a poll,
rather than by a show of hands, in
accordance with this recommendation.
6.5 A listed entity should give security
holders the option to receive
communications from, and send
communications to, the entity and its
security registry electronically.
Yes Security holders may register with the
Company’s share registry to receive
email notifications of announcements
made by the Company to the ASX,
including the release of annual, half-
yearly, and quarterly reports.
The Company also maintains its
website atwww.infinitymining.com.au
to provide general information about its
operations, as well as dedicated
content to keep security holders
informed.
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
Partially The Company’s Audit and Risk
Committee is responsible for
overseeing the Company’s risk
management framework. As at 31
March 2025, the Committee comprised
two (2) members and was chaired by
an independent director.
Committee members as at 31 March
2025:

Dr Michael Kale (Chair)

Kevin Woodthorpe (appointed 30
August 2024)
The Committee did not have at least
three members during the period.
The Audit and Risk Committee
operates under a formal charter, which
is available on the Company’s website
atwww.infinitymining.com.au.
Principle Recommendation Compliance Disclosure
(Yes/No)
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 employees for
overseeing the entity’s risk
management framework.
7.2 The board or 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.
Partially The Company’s approach to risk
management requires the Board, with
support from the Audit and Risk
Committee, to identify and assess key
risks, monitor external factors that may
affect those risks, implement
appropriate risk management
strategies, and oversee the
effectiveness of internal controls.
The Company has adopted a Risk
Management Policy and a supporting
Risk Management Framework. While
the framework is not reviewed on a
fixed annual cycle, the Board considers
risk matters regularly and undertakes a
review of the framework as required
based on the Company’s operational
needs. A review of the risk
management framework was
undertaken during the reporting period.
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 evaluation and
continually improving the
effectiveness
of
its
governance,
risk
management and internal
control processes.
Yes The Company does not have a formal
internal audit function. Responsibility
for evaluating and improving the
effectiveness of risk management and
internal control processes is delegated
by the Board to the Audit and Risk
Committee.
The Company’s corporate governance
framework includes a suite of policies
and committee charters that support
the oversight of governance, risk
management and compliance
functions. In the absence of an internal
audit function, the Company relies on
the oversight of the Audit and Risk
Committee and the expertise of its
Chief Financial Officer, who has
previous professional experience in
audit roles within an external audit firm.
7.4 A listed entity should disclose
whether it has any material
exposure to environmental or social
risks and if it does, how it manages
or intends to manage those risks.
Yes The Company considers its exposure
to environmental and social risks as
part of its broader risk management
processes. Where applicable, any
material exposure to such risks, and
Principle Recommendation Compliance Disclosure
(Yes/No)
the approach to managing them, is
disclosed in the Company’s quarterly,
half-yearly, and annual reports.
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.
Partially The Company has a Remuneration
and Nomination Committee. As at 31
March 2025, the Committee comprised
two (2) members and was chaired by
an independent director.
Committee members as at 31 March
2025:

Dr Michael Kale (Chair)

Kevin Woodthorpe
Mr Woodthorpe was appointed on 30
August 2024 and became a member of
all Board committees.
The Committee did not have at least
three (3) members during the reporting
period. Prior to the resignation of Mr
Harley Groot on 27 November 2023,
the Company was fully compliant with
this recommendation.
The Committee operates under a
formal charter, which is available on
the Company’s website
atwww.infinitymining.com.au.
8.2 A listed entity should separately
disclose its policies and practices
regarding the remuneration of non-
executive directors and the
remuneration of executive directors
and other senior executives.
Yes Details of the Company’s policies and
practices regarding the remuneration
of non-executive and executive
directors are set out in the
Remuneration Report included in the
Company’s Annual Report.
The Company does not separately
disclose the remuneration of senior
executives, as the Board considers
that, for the purposes of this
recommendation, the Company has no
senior executives who are not already
disclosed as directors.
Principle Recommendation Compliance Disclosure
(Yes/No)
This reflects the size and structure of
the Company, where executive
responsibilities are carried out by
Board members.
The Company’s Remuneration Policy
is available on its website at
www.infinitymining.com.auunder the
Corporate Governance section.
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 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.
Yes Under the Company’s Securities
Trading Policy, which is available at
www.infinitymining.com.au, Restricted
Employees are not permitted to deal in
the Company’s securities without first
obtaining written clearance from the
relevant notification officer.
The policy also prohibits Restricted
Employees from entering into margin
loans or other funding arrangements
that may limit their economic risk in
relation to equity-based remuneration.
The Remuneration and Nomination
Committee is responsible for reviewing
and making recommendations to the
Board in relation to equity-based
remuneration plans, in accordance with
the Company’s Remuneration Policy,
which is available in the Corporate
Governance section of the Company’s
website.