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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). |
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| 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. |
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| 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 |
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| 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. |
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| 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 |
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| 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.. |
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| 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 |
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| 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. |
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| 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 |
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| 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 |
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| 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. |
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| 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 |
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| 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. |
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| 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. |
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| 8. Remunerate fairly and responsibly |
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| 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. |
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| 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. |