KINGFISHER MINING LTD — Governance Information 2021

Sep 16, 2021

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Corporate Governance Statement

Kingfisher Mining Limited ( Company ) and the Board of Directors of the Company ( Board ) are committed to achieving and maintaining high standards of performance and corporate governance.

The Company supports the 4[th] Edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Recommendations ).

The Company's practices are largely consistent with the Recommendations. The Board considers that the implementation of a small number of Recommendations is not appropriate, for the reasons set out below in relation to the items concerned. The Board uses its best endeavours to ensure that exceptions to the Recommendations do not have a negative impact on the Company and the best interests of shareholders as a whole.

The directors of the Company ( Directors , being either Non-Executive Directors or Executive Directors) are responsible to the shareholders for the performance of the Company in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the Company as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Company is properly managed.

As required by the ASX Listing Rules, the Company's main corporate governance policies and practices are summarised below, having regard to the Recommendations. Details of the Company's corporate governance plan and related documents are available online at https://kingfishermining.com.au/corporate-governance/.

This corporate governance statement is current as at 16September 2021 and has been approved by the Board.

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CORPORATE GOVERNANCE STATEMENT

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1. Principle 1: Lay solid foundations for management and oversight

1.1 Board of Directors and Senior Management – Roles and Responsibilities

Recommendation 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.

The Board has adopted a formal charter that details the functions and responsibilities of the Board and management ( Board Charter ).

As provided for in Part A of the Board Charter, the Board is responsible for all matters relating to the running of the Company, and more specifically, all matters relating to the policies, practices, management and operations of the Company. In addition to decisions requiring approval pursuant to the respective Committee Charters, the following decisions must be approved by the Board:

• (a) Directors acquiring or selling shares of the Company;

• (b) issuing shares of the Company;

• (c) acquiring, selling or otherwise disposing of property in excess of the amount set out in the Company's approval matrix;

• (d) founding, acquiring or selling subsidiaries of or any company within the Company, participating in other companies, or dissolving or selling the Company's participation in other companies (including project joint ventures);

• (e) acquiring or selling patent rights, rights in registered trademarks, licences or other intellectual property rights of the Company;

• (f) founding, dissolving or relocating branch offices or other offices, plants and facilities;

• (g) starting new business activities, terminating existing business activities or initiating major changes to the field of the Company's business activities;

• (h) approving and/or altering the annual business plan (including financial planning) for the Company or any part of the Company;

• (i) taking or granting loans which exceed the amount set out in the Company's approval matrix;

• (j) granting securities of any type;

• (k) granting loans to Company officers or employees and taking over guarantees for the Company's officers and employees;

• (l) entering into agreements for recurring, voluntary or additional social benefits, superannuation agreements or agreements for general wage and salary increases;

• (m) determining the total amount of bonuses and gratuities for Company officers and employees;

• (n) determining the appointment, termination, prolongation of employment or amendment to conditions of employment of members of the Board; and

• (o) granting or revoking a power of attorney or limited authority to sign and/or act on behalf of the Company.

The detail of some board functions will be handled through Board Committees as and when the size and scale of operations requires such Committees. However, the Board as a whole is responsible for determining the extent of the powers residing in each Committee and is ultimately responsible for accepting, modifying or rejecting Committee recommendations.

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CORPORATE GOVERNANCE STATEMENT

The Executive Director (as a delegate of the Board) is responsible for the effective leadership and day-to-day operations and administration of the Company. The responsibilities of the Board as a whole, the Chair, individual Directors and the functions delegated to Senior Management are set out in more detail in Part A of the Company's Board Charter, which is available on the Corporate Governance page of the Company's website https://kingfishermining.com.au/corporate-governance/.

In general the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. The Board is also responsible for the overall corporate governance of the Company, and recognises the need for the highest standards of behaviour and accountability in acting in the best interests of the Company as a whole.

The Board also ensures that the Company complies with all of its contractual, statutory and other legal and regulatory obligations. The Board has the final responsibility for the successful operations of the Company. Where the Board considers that particular expertise or information is required, which is not available from within its members, appropriate external advice may be taken and reviewed prior to a final decision being made.

Without intending to limit the general role of the Board, the principal functions and responsibilities of the Board include the matters set out below, subject to delegation to Senior Management as specified elsewhere in this corporate governance statement or as otherwise appropriate:

• (a) formulation and approval of the strategic direction, objective and goals of the Company;

• (b) the prudential control of the Company's finances and operations, and monitoring the financial performance of the Company;

• (c) the resourcing, review and monitoring of Senior Management;

• (d) ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;

• (e) the identification of significant business risks and ensuring that such risks are adequately managed;

• (f) the timeliness, accuracy and effectiveness of communications and reporting to shareholders and the market; and

• (g) the establishment and maintenance of appropriate ethical standards.

The Board takes advice from the Audit and Risk Committee ( AR Committee ) and the Remuneration and Nomination Committee ( REM Committee ) on matters within their respective Charters, however the Board retains decision-making authority on those matters.

The role of Senior Management is to deliver the strategic direction and goals determined by the Board. The Board has delegated to the ED, and through the ED to other Senior Executives, responsibility for the day-to-day management of the Company, which includes:

• (a) management of the Company's operations and finances;

• (b) reporting to the Board on matters including the Company's operations and financial performance;

• (c) recommending Company strategy, budgets, plans, policies and risk management systems to the Board; and

• (d) determining Company policies, other than those reserved for the Board.

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CORPORATE GOVERNANCE STATEMENT

Senior Management may also be delegated responsibility for other matters under policies adopted by the Board. The Company's Senior Management Team comprises the Executive Director ( ED ) / Chief Executive Officer ( CEO ) (James Farrell, appointed 5 August 2020[1] ).

1.2 Board nominations

Recommendation 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.

The Board will consider nominations for appointment or election of Directors that may arise from time to time, having regard to the skills and experience required by the Company and procedures outlined in the Company's constitution and the Corporations Act 2001 (Cth).

The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election, as a Director. Candidates are assessed through interviews, meetings and background and reference checks (which may be conducted both by external consultants and by Directors) as appropriate.

The Company gives shareholders all material information in its possession relevant to the decision whether or not to elect or re-elect a Director, either in the notice of meeting and explanatory statement for the relevant meeting of shareholders which addresses the election or re-election of the Director, or by including in the notice a clear reference to the location on the Company's website, Annual Report or other document lodged with ASX where the information can be found.

1.3 Directors and Senior Executives - Terms of appointment

Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Under Part A clause 2.4 of the Board Charter, the Company must have a written agreement with each Director and senior executive setting out the terms of their appointment.

Each Non-Executive Director receives a letter formalising their appointment and outlining the material terms of their appointment. The Non-Executive Directors of the Company have been appointed for fixed terms. Each Non-Executive Director has signed a letter of appointment.

The Executive Director has signed an executive service agreement setting out his duties, obligations and remuneration.

The Company Secretary (who is engaged on a part-time basis under a retainer agreement) has entered into a consultancy agreement with the Company setting our his role, responsibilities and remuneration.

1 Refer to Appendix 3X ASX market announcement.

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CORPORATE GOVERNANCE STATEMENT

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1.4 Company Secretary

Recommendation 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.

As set out in Part A clause 5 of the Board Charter, the Company Secretary is accountable to the Board, through the Chair, on all governance matters and reports directly to the Chair as the representative of the Board. The Company Secretary has primary responsibility for ensuring that the Board processes and procedures run efficiently and effectively. The Company Secretary is Stephen Brockhurst (appointed 29 October 2018), whose qualifications and experience are stated in the Company's latest Annual Report.

1.5 Diversity

Recommendation 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 andpublished under the Act.

The Company's workforce is made up of individuals with diverse skills, backgrounds, perspectives and experiences, and this diversity is recognised, valued and respected. To enumerate its commitment to diversity in its workforce, including but not limited to gender diversity, the Company has established a Diversity Policy, a copy of which is available on the "Corporate Governance" page of the Company's website, https://kingfishermining.com.au/corporate-governance/.

The overriding objective of the Diversity Policy is to align the Company's business operations with the positive outcomes that can be achieved through a diverse workforce that recognises and utilises the contribution of its diverse skills and talent. The Diversity Policy also seeks to ensure that the Company has a properly functioning workplace where discrimination, harassment and victimisation are not tolerated.

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CORPORATE GOVERNANCE STATEMENT

The Board is tasked with responsibility for the Diversity Policy, including the responsibility to regularly review and monitor the effectiveness of the policy. The Board is also responsible, under the Diversity Policy, to annually set and review measurable objectives in relation to gender diversity (and where appropriate, other aspects of diversity including in respect of women in leadership, age diversity and cultural diversity), and annually assess the Company's progress in achieving these objectives. The Company will disclose these measurable objectives and report on its progress in achieving such objectives during each financial year in the Company's annual corporate governance statement.

The Board has not set measurable gender diversity objectives for the 2021 financial year because the Board considered the application of a measurable gender diversity objective requiring a specified proportion of women on the Board and in senior executive roles would, given the small size of the Company and the Board, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing based on skills and merit. Under the Diversity Policy, the Company will disclose at the end of each reporting period the respective proportions of men and women on the Board and in senior executive positions. The table below sets out the proportion of women in the Company at 16 September 2021.

As at 16 September 2021	No. of women employees / contractors	Total no. of employees / contractors	% of women employees / contractors
Board	-	4	-
Senior Executive	-	-	-
Whole organisation	2	8	20%

For the purposes of these statistics, Senior Executive has been defined as any employee / contractor reporting directly to the Executive Director.

The Board, Senior Management and workforce of the Company currently comprises individuals that are culturally diverse and who possess an appropriate blend of qualifications and skills. The Company recognises the positive advantages of a diverse workplace and is committed to: (a) creating a working environment conducive to the appointment of well-qualified employees, Senior Management and Board candidates; and

(b) identifying ways to promote a corporate culture which embraces diversity.

The small size of, and low turnover within, the Company's workforce are such that it cannot realistically be expected to reflect the degree of diversity within the general population. Given those circumstances, and the current nature and scale of the Company's activities, the Board has determined that it is not practicable to set measurable objectives for achieving gender diversity. The Board monitors the extent to which the level of diversity within the Company is appropriate on an ongoing basis and periodically considers measure to improve it.

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CORPORATE GOVERNANCE STATEMENT

The Board will further consider the establishment of objectives for achieving gender diversity as the Company develops and its circumstances change.

The Board has delegated the responsibility of monitoring and ensuring workplace diversity to the Executive Director.

1.6 Board performance review and evaluation

Recommendation 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.

The Company's Board Charter and the Performance Evaluation Policy detail the process for evaluating the Board, its committees and individual Directors, which includes an annual review of the ongoing development and improvement of the Board's (and individual Director) performance by the Remuneration and Nomination Committee ( REM Committee ). The Performance Evaluation Policy is available on the "Corporate Governance" page of the Company's website, https://kingfishermining.com.au/corporate-governance/.

For the financial year ended 30 June 2022, performance evaluations will commence in regard to the Board and each individual Director. Further details regarding the performance evaluation of the individual Directors will be set out in the Company's Remuneration Report (contained in the Annual Report).

The Board sets a number of expectations for its committees after considering the results of previous reviews, an assessment of the Company's current and future needs, and a review of each committee's charter or purpose. As a result of a review, the Board may amend or revoke a committee's charter.

The REM Committee will review the performance of the committees, and itself, against expectations. Based upon the review, individuals and groups will be provided with feedback on their performance. The results of the review will be a key input into the expectations set by the Board.

The Company's committees were only established during this reporting period. As such, the Board did not consider it necessary to conduct a review of these committees for the financial year ended 30 June 2021. Going forward however, the Board intends to conduct a full review of the Company's committees in each report period.

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CORPORATE GOVERNANCE STATEMENT

1.7 Senior executive performance review and evaluation

Recommendation 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 thatprocess duringor in respect of thatperiod.

In accordance with the Company's Performance Evaluation Policy, all senior executives are subject to an annual performance evaluation. Each year, senior executives (including the ED) will establish a set of performance targets. These targets are aligned to overall business goals and the Company's requirements of the position. In the case of the ED, these targets are negotiated between the ED and the Board and approved by the whole Board. The ED prepares a self-evaluation on his performance in the first instance which is then reviewed and discussed with the REM Committee. The ED reviews the performance of senior executives through a similar self-evaluation process.

An informal assessment of progress is carried out throughout the year. A full evaluation of an executive's performance against the agreed targets takes place annually. This will normally occur in conjunction with goal setting for the coming year. As the Company is committed to continuous improvement and the development of its people, the results of the evaluation form the basis of the executive's development plan. Performance pay components of executives' packages are also dependent on the outcome of the evaluation. During the financial year ended 30 June 2021, it is anticipated that all senior executives will take part in the employee performance evaluation process performed for all employees of the Company. These performance evaluations have been reviewed by the REM Committee.

2. Principle 2: Structure the Board to be effective and add value 2.1 Nomination committee

Recommendation 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; (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 process it employees 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.

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CORPORATE GOVERNANCE STATEMENT

The Company recognises that Recommendation 2.1 of the Recommendations suggests the establishment of a Nomination Committee and associated Charter. However, in view of the small size of the Company's Board, the Board in its entirety (with abstentions from relevant Directors where there is a conflict of interest) acts effectively as Nomination Committee and there is no need to further subdivide it. As such, a Nomination Committee is an unnecessary measure for the Company. The Board as a whole reviews the size, structure and composition of the Board including competencies and diversity, in addition to reviewing Board succession plans and continuing development. The Board in its capacity as the Nomination Committee met once during the year.

2.2 Skills, knowledge and experience

Recommendation 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.

The Board is structured to facilitate the effective discharge of its duties and to add value through its deliberations. It seeks to achieve a Board composition with a balance of diverse attributes relevant to the Company's operations and markets, including skills sets, background, gender, geography and industry experience. In addition to those general skills expected for Board membership, the following skills have also been identified as being necessary: experience in operational management, exploration and geology, mining engineering, project delivery, finance, environmental, social and corporate governance, equity capital markets, strategy and policy development and implementation and risk assessment and compliance. The Board is comfortable with the skills matrix represented by the current Board. A profile of each Director setting out their skills, experience and period of office is set out in the Directors' Report of the latest Annual Report.

2.3 Independence and length of service

Recommendation 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 of the type described in Box 2.3 (Factors relevant to assessing 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.

As at 16 September 2021, the Board consisted of:

Name	Role	Independent?	Date appointed
Warren Hallam	Non-Executive Chair	Yes	4 December 2018
James Farrell	Executive Director	No	5 August 2020
Adam Schofield	Non-Executive Director	Yes	29 October 2018
Scott Huffadine	Non-Executive Director	Yes	1 March 2019

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CORPORATE GOVERNANCE STATEMENT

Warren Hallam, Adam Schofield and Scott Huffadine are regarded as independent NonExecutive Directors.

James Farrell is not considered independent on the basis that he is an Executive Director. Despite this, the Board believes that he is able, and does make, quality and independent judgments in the best interest of the Company on all relevant issues before the Board.

The Board assesses the independence of Directors annually, or more frequently if circumstances require. A copy of the definition of independence adopted by the Company is annexed to the Company's Corporate Governance Plan at Annexure A, available on the Company's "Corporate - Governance" page of the Company's website at https://kingfishermining.com.au/corporate governance/.

2.4 Majority of independent Directors

Recommendation 2.4

A majority of the board of a listed entity should be independent directors.

As shown in the table at section 2.3 above, the Company did not comply with Recommendation 2.4 during the reporting period requiring a majority of the Board to be independent. The Company is working towards complying with Recommendation 2.4. A copy of the definition of independence adopted by the Company is annexed to the Company's Corporate Governance Plan at Annexure A, available on the Company's "Corporate Governance" page of the Company's website at https://kingfishermining.com.au/corporate-governance/.

2.5 Independent Chair

Recommendation 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.

Warren Hallam, who was appointed as Chair on 4 December 2018, is not considered independent on the basis that he is a substantial shareholder. Despite this, the Board believes that he is able, and does make, quality and independent judgments in the best interest of the Company on all relevant issues before the Board. A copy of the definition of independence adopted by the Company is annexed to the Company's Corporate Governance Plan at Annexure A, available on the Company's "Corporate Governance" page of the Company's website at https://kingfishermining.com.au/corporate-governance/.

2.6 Induction and professional development

Recommendation 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.

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CORPORATE GOVERNANCE STATEMENT

As referred to in Part D of the Board Charter, new directors go through an induction process which includes meeting with key executives, tours of the premises, an induction package and presentations. The Company also expects all Directors and the ED to commit to at least 2 days of professional development each year and allocates an annual budget to encourage Directors to participate in training and development programs.

3. Principle 3: Instil a culture of acting lawfully, ethically and responsibly 3.1 Statement of values

Recommendation 3.1

A listed entity should articulate and disclose its values.

The Board has approved a statement of values and charges the Directors with the responsibility of inculcating those values across the Company. A copy of the Company's statement of values is available on the "Corporate Governance" page of the Company's website, https://kingfishermining.com.au/corporate-governance/.

3.2 Code of conduct

Recommendation 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.

The Company seeks to encourage and develop a culture which will maintain and enhance its reputation as a valued corporate citizen of the countries where it operates and an employer which personnel enjoy working for.

The Company has established a Code of Conduct that sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standards of behaviour expected from its Directors and employees. The Code of Conduct sets out policies in relation to various corporate and personal behaviour including safety, discrimination, respecting the law, anti-corruption, interpersonal conduct and conflict of interest.

While the Code of Conduct seeks to prescribe standards of behaviour for all Company personnel to observe, it does not, and understandably cannot, identify every ethical issue that an individual might face. The Code of Conduct's objective is to provide a framework for decisions and actions in relation to ethical conduct in employment, to safeguard the Company's reputation and to make clear the consequences of breaching the Code of Conduct. A copy of the Company's Code of Conduct is available on the "Corporate Governance" page of the Company's website, https://kingfishermining.com.au/corporate-governance/.

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CORPORATE GOVERNANCE STATEMENT

3.3 Whistleblower policy

Recommendation 3.3	Recommendation 3.3
A listed	entity should:
(c)	have and disclose a whistleblower policy; and
(d)	ensure that the board or a committee of the board is informed of any material
	incidents reported under thatpolicy.

The Board has adopted a whistleblower protection policy to ensure concerns regarding unacceptable conduct including breaches of the Company's code of conduct can be raised on a confidential basis, without fear of reprisal, dismissal or discriminatory treatment. The purpose of this policy is to promote responsible whistle blowing about issues where the interests of others, including the public, or of the organisation itself are at risk. A copy of the Company's whistleblower policy is available on the "Corporate Governance" page of the Company's website, https://kingfishermining.com.au/corporate-governance/.

3.4 Anti-bribery and corruption policy

	Recommendation 3.4 A listed entity should: (e) have and disclose an anti-bribery and corruption policy; and (f) ensure that the board or a committee of the board is informed of any material breaches of thatpolicy.

The Board has a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings. The Board has adopted an antibribery and anti-corruption policy for the purpose of setting out the responsibilities in observing and upholding the Company's position on bribery and corruption provide information and guidance to those working for the Company on how to recognise and deal with bribery and corruption issues. A copy of the Company's anti-bribery and corruption policy is available on the "Corporate Governance" page of the Company's website, https://kingfishermining.com.au/corporate-governance/.

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CORPORATE GOVERNANCE STATEMENT

4. Principle 4: Safeguard the integrity of corporate reports 4.1 Audit committee

Recommendation 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 engagementpartner.

As a consequence of the size and composition of the Company's Board, the Board does not have a stand-alone audit committee.

The Board as a whole has responsibilities typically assumed by an audit committee, including but not limited to:

• (a) verifying and safeguarding the integrity of the Company's stakeholder reporting;

• (b) reviewing and approving the audited annual and reviewed half-yearly financial reports;

• (c) reviewing the appointment of the external auditor, their independence and performance, the audit fee, any questions of their resignation or dismissal and assessing the scope and adequacy of the external audit; and

• (d) a risk management function (refer Section 7.1 for further details).

That is, matters typically dealt with by an audit committee are dealt with by the full Board. The Board in its capacity as the Audit and Risk Committee met once during the year.

Information on the Company's procedures for the selection and appointment of the external auditor and the rotation of external audit partners is set out in the Policy on Selection, Appointment and Rotation of External Auditors, which is available on the Company's website, https://kingfishermining.com.au/corporate-governance/.

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CORPORATE GOVERNANCE STATEMENT

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4.2 CEO and CFO declarations

Recommendation 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.

Under the Company's Risk Management Policy, which is available on the "Corporate - Governance" page of the Company's website, https://kingfishermining.com.au/corporate governance/, the ED (being the CEO equivalent) and CFO will provide a written declaration of assurance that in their opinion, the financial records of the Company for any financial period have been properly maintained, comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

In the financial year ended 30 June 2021, ED and CFO declarations have been obtained in relation to the issue of all of the Company's financial statements, being the Company's Appendix 5B (Quarterly Reports) for the quarters ended 31 December 2020, 31 March 2021 and 30 June 2021, Half-year Report for the half year ended 31 December 2020, and its Annual Report for the year ended 30 June 2021.

4.3 Periodic corporate reports

Recommendation 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.

When preparing reports for release to the market including the quarterly activity and cash flow reports these reports shall be prepared and reviewed by the ED before being presented to the Board for review and approval. Such reports shall not be released to market without this review and approval process by executive management and the Board.

5. Principle 5: Make timely and balanced disclosure

5.1 Continuous disclosure to ASX

Recommendation 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.

The Company has established a Continuous Disclosure Policy which is designed to guide compliance with ASX Listing Rule disclosure requirements, and to ensure that all Directors, senior executives and employees of the Company understand their responsibilities under the policy. The Continuous Disclosure Policy is available on the "Corporate Governance" page of the Company's website, https://kingfishermining.com.au/corporate-governance/.

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CORPORATE GOVERNANCE STATEMENT

The Continuous Disclosure Policy:

• (a) raises awareness of the Company's obligations under the continuous disclosure regime;

• (b) establishes a process to ensure that information about the Company which may be market sensitive and which may require disclosure is brought to the attention of the Company Secretary, being the person/s primarily responsible for ensuring the Company complies with its continuous disclosure obligations, in a timely manner and is kept confidential; and

• (c) sets out the obligation of Directors, officers and employees of the Company to ensure that the Company complies with its continuous disclosure obligations.

The Board has designated the informal Continuous Disclosure Committee (comprising the Company Secretary, ED, and the Chair of the Board) as the persons primarily responsible for ensuring that the Continuous Disclosure Policy is implemented and that all relevant information is disclosed as required.

In accordance with the Company's Continuous Disclosure Policy, all information provided to ASX for release to the market is also posted to the Company's website, https://kingfishermining.com.au/corporate-governance/.

5.2 Copies of market announcements

Recommendation 5.2

A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.

The Board has appointed the Company Secretary as the person responsible for communicating with ASX and overseeing and coordinating the timely disclosure of information to ASX, subject to prior review and approval of all announcements by the Directors. The Company Secretary ensures that the Board are aware of when any announcement is due to go out and when the confirmation of release is received by the ASX, the Company Secretary promptly forwards this to the Board. The Continuous Disclosure Policy of the Company is available on the "Corporate - Governance" page of the Company's website, https://kingfishermining.com.au/corporate governance/.

5.3 Presentation materials

Recommendation 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.

The Board has appointed the Company Secretary as the person responsible for communicating with ASX and overseeing and coordinating the timely disclosure of information to ASX, subject to prior review and approval of all announcements by the Directors. The Company Secretary ensures any substantive presentations are released to the ASX Market Announcements Platform ahead of the presentation and in accordance with the Continuous Disclosure Policy of the Company, a copy of which is available on the "Corporate Governance" page of the Company's website, https://kingfishermining.com.au/corporate-governance/.

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CORPORATE GOVERNANCE STATEMENT

6. Principle 6: Respect the rights of security holders

6.1 Information available on the Company's website

Recommendation 6.1

A listed entity should provide information about itself and its governance to investors via its website.

The Board aims to ensure that the Company's shareholders are informed of all major developments affecting the Company's state of affairs. The Company keeps investors informed through its website, https://kingfishermining.com.au/corporate-governance/, which contains information on the Company, the Board and the corporate governance policies and procedures of the Company. Through its website, investors can access copies of the Company's annual, halfyearly and quarterly reports (for at least three historical years), announcements to the ASX, notices of meeting, presentations and key media coverage.

6.2 Investor relations

Recommendation 6.2

A listed entity should have an investor relations program that facilitates effective two-way communication with investors.

The Company has a Shareholder Communication Policy which is available on the "Corporate - Governance" page of the Company's website, https://kingfishermining.com.au/corporate governance/. The Shareholder Communication Strategy encourages shareholder participation and engagement with the Company. This strategy also facilitates communication directly between shareholders and the Company, with any shareholder queries coordinated through the Company Secretary.

6.3 Shareholders' meetings

Recommendation 6.3

A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.

The Shareholder Communication Policy encourages shareholder participation at shareholders' meetings. Shareholders are provided with all notices of meeting and the Chair's address prior to meetings. The Company's lead auditor is also made available for questions at the annual general meeting. Shareholders are also always given the opportunity to ask questions of the Directors and management, either during or after shareholders' meetings.

6.4 Resolutions decided by a poll

Recommendation 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.

The Company conducts a poll at meetings of security holders to decide each resolution.

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CORPORATE GOVERNANCE STATEMENT

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6.5 Electronic communications

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.

Shareholders can register with the Company's Share Register to receive email notifications of when an announcement is made by the Company to the ASX, including the release of annual, half-yearly and quarterly reports. Further, the Company provides information through its website, enabling security holders to email the Company and to receive Company announcements by email. The share registry also provides (through its website, links to which can be found on the Company's website) the ability to email the share registry and to receive documents by email from the share registry.

7. Principle 7: Recognise and manage risk

7.1 Risk committee

Recommendation 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.

As a consequence of the size and composition of the Company's Board, the Board does not have a stand-alone risk committee.

The Board as a whole has responsibilities typically assumed by a risk committee, including but not limited to:

(a) ensuring that an appropriate risk-management framework is in place and is operating properly; and

(b) reviewing and monitoring legal and policy compliance systems and issues.

That is, matters typically dealt with by a risk committee are dealt with by the full Board. The Board in its capacity as the Audit and Risk Committee met once during the year.

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CORPORATE GOVERNANCE STATEMENT

7.2 Internal control

Recommendation 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.

The Company is committed to the identification, monitoring and management of risks associated with its business activities and has established policies in relation to the implementation of practical and effective control systems. The Company has established a Risk Management Policy, which is available on the "Corporate Governance" page of the Company's website, https://kingfishermining.com.au/corporate-governance/.

Under the Company's Risk Management Policy, the Board reviews all major strategies and purchases for their impact on the risks facing the Company and makes appropriate recommendations. The Company also undertakes an annual review of operations to update its risk profile, which normally occurs in conjunction with the strategic planning process. During the reporting period, the Board relied on the Company's existing risk-management framework. The Board intends to review this framework during the next financial year so that the Board can satisfy itself that the Company's risk-management framework remains sound, and make any changes that may be required.

7.3 Internal audit

Recommendation 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.

The Company does not have an independent internal audit function. Due to the nature and size of the Company's operations, and the Company's ability to derive substantially all of the benefits of an independent internal audit function in the manner disclosed below, the expense of an independent internal auditor is not considered to be appropriate.

The Board performs all key elements of an internal audit function, including:

• (a) evaluating and seeking and obtaining reasonable assurance that risk management, control and governance systems are functioning as intended and will enable the Company's objectives and goals to be met;

• (b) evaluating information security and associated risk exposures;

• (c) evaluating regulatory compliance programs with consultation from internal and external legal counsel;

• (d) evaluating the Company's preparedness in case of business interruption; and (e) providing oversight of the Company's anti-fraud programs.

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CORPORATE GOVERNANCE STATEMENT

The Board delegates to the ED the authority to implement any non-strategic amendments to risk management systems required as a result of changed circumstances, or where the potential for improvement has been identified; reporting all such matters to the ED promptly, and to the Board for consideration at its next meeting. The ED may also seek recommendations from appropriate Senior Executives where strategic changes to risk management and internal control processes are required.

7.4 Risk management

Recommendation 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.

The Company identifies and manages material exposure to environmental and social risks in a manner consistent with its Risk Management Policy, which is available on the "Corporate - Governance" page of the Company's website, https://kingfishermining.com.au/corporate governance/. The Company has, and continues to, undertake various organisation wide risk reviews to identify potential business risks. The effectiveness of the controls in place to address each risk is reviewed on a regular basis and, where the residual risk is considered outside of acceptable limits, further controls and risk mitigation measures are developed and implemented.

Environmental : The Company is subject to, and responsible for, ensuring compliance with various regulations, licenses, approvals and standards so that its activities do not cause unauthorised environmental harm. Through its ongoing management of environmental activities, the Company has been able to operate in an environmentally sustainable and responsible manner.

Social : The Company recognises that a failure to manage stakeholder expectations may lead to disruption to the Company’s operations. The Company is proud to be involved in and supportive of community groups, organisations and charities in the region in which it operates.

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CORPORATE GOVERNANCE STATEMENT

8. Principle 8: Remunerate fairly and responsibly

8.1 Remuneration committee

Recommendation 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;
	(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
	has 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.

As a consequence of the size and composition of the Company's Board, the Board does not have a standalone Remuneration Committee.

The Board as a whole has responsibilities typically assumed by a remuneration committee, including but not limited to:

• (a) reviewing the remuneration (including short- and long-term incentive schemes and equity-based remuneration, where applicable) and performance of Directors;

• (b) setting policies for Senior Executive remuneration, setting the terms and conditions of employment for Senior Executives, undertaking reviews of Senior Executive performance, including setting goals and reviewing progress in achieving those goals; and

• (c) reviewing the Company's Senior Executive and employee incentive schemes (including equity-based remuneration) (where applicable) and making recommendations to the Non-Executive Chair on any proposed changes.

That is, matters typically dealt with by a remuneration committee are dealt with by the full Board. The Board in its capacity as the Remuneration Committee met once during the year.

8.2 Remuneration policy

Recommendation 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.

The Board Charter sets out the policies and practices of the remuneration of Non-Executive Directors, Executive Directors and other senior executives.

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Warren Hallam, Adam Schofield and Scott Huffadine are paid a fixed annual fee for their service to the Company as Non-Executive Directors.

All Executive Directors of the Company typically receive remuneration comprising a base salary component and other fixed benefits based on the terms of their respective employment agreements with the Company, and potentially the ability to participate in the Company's short term and long term incentive plans.

Details of the remuneration of the Directors and other executives are set out in the Remuneration Report (which forms part of the Director's Report contained in the Company's 30 June 2021 Annual Report).

8.3 Equity-based remuneration scheme

Recommendation 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.

The Company's Trading Policy prohibits the hedging of unvested performance share rights and vested securities that are subject to disposal restrictions at all times, irrespective of trading windows. This is in line with the requirements of the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), and is intended to prevent transactions which could have the effect of distorting the proper functioning of performance hurdles or reducing the intended alignment between management's and shareholders' interests.

For the purposes of this policy, hedging includes the entry into any derivative transaction within the meaning given in section 761D of the Corporations Act (such as options, forward contracts, swaps, futures, warrants, caps and collars) and any other transaction in financial products which operate to limit (in any way) the economic risk associated with holding the relevant securities. The Trading Policy is available on the "Corporate Governance" page of the Company's website, https://kingfishermining.com.au/corporate-governance/.

The Company has an Employee Securities Incentive Plan ( Plan . A summary of the terms of the Plan is set out in the Prospectus dated 9 November 2020.

The Plan contains a prohibition on hedging which provides that no participant can enter into any arrangement for the purpose of hedging its economic exposure to a security that has been granted to the participant.

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