KINGSROSE MINING LIMITED — Governance Information 2021

Sep 29, 2021

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CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE STATEMENT 2021

Kingsrose Mining Limited ( Kingsrose or the Company ) has established a corporate governance framework, the key features of which are set out in this statement. This statement relates to the Company’s corporate governance practices for the financial year ended 30 June 2021.

The Company’s corporate governance practices reflect the commitment by the Board of Directors to implementing the highest standards of ethics, integrity, legal and statutory compliance. In establishing the corporate governance framework of the Company, the Board has adopted practices that are consistent with the ASX Corporate Governance Council’s Principles and Recommendations (4[th] Edition) ( Principles and Recommendations ). The Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where the Company has departed from any recommendations provided by the ASX Corporate Governance Council an explanation has been provided.

This Corporate Governance Statement is current as at 29 September 2021 and was reviewed and approved and authorised for release to the ASX by the Board of Directors on that date. It should be read in conjunction with the information on Kingsrose’s website (www.kingsrosemining.com.au), the Company’s Appendix 4G and the 2021 Annual Report released on 29 September 2021.

PRINICPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT OVERSIGHT Recommendation 1.1

The Board is responsible for the overall performance and success of the Company, and takes responsibility for setting its strategic direction, overseeing management of the Company, monitoring financial performance, reviewing and monitoring systems of risk management and internal control. In addition, it oversees the corporate governance framework of the Company and monitoring the implementation of the Company’s code of conduct, policies and charters that reflect the values of the Company and guide the conduct of its Directors and employees.

The Managing Director (MD), or equivalent, supported by Senior Management, is responsible for managing the day to day activities of the Company and in addition is responsible for advancing the strategic direction of the Company as set and monitored by the Board.

The Company’s Board Charter sets out the specific responsibilities of the Board, and those matters delegated to Senior Management.

A copy of the Board Charter is located at: http://www.kingsrosemining.com.au/corporate-governance/

Recommendation 1.2

When considering Board appointments, the Company ensures that appropriate checks are undertaken to verify the candidate’s character, experience, education, criminal record and bankruptcy history.

A profile of each Director is included in every Annual Report and the Company ensures that all material information relevant to a Shareholder’s decision on whether to elect or re-elect a Director is provided to Shareholders in the relevant notice of meeting at which their election is proposed to be approved, as well as confirmation that appropriate pre-appointment checks have been conducted and whether the Board supports the Director’s election or re-election and why.

A profile of each Director setting out their experience, expertise and period of office is set out in the Directors’ - Report in the 2021 Annual Report and on the Company’s website at https://www.kingsrosemining.com.au/directors and-management/

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CORPORATE GOVERNANCE STATEMENT 2021

Recommendation 1.3

The Company has in place a written agreement with each Non-Executive Director personally (rather than with an entity for supply of their services) which outlines the terms of their appointment, the Company’s expectations in relation to Director’s duties and responsibilities, time commitment and compliance with Company policies, procedures and regulatory requirements. In addition, the agreement sets out the indemnity and insurance arrangements that the Company has in place and the Company’s policy on Director’s access to information and seeking external independent professional advice. Any material variations to written agreements with Directors are disclosed to ASX in accordance with ASX Listing Rule 3.16.4.

The Company has written contracts in place with each Senior Executive which sets out the terms of their appointment, a description of their position, duties and responsibilities, remuneration details, leave entitlements and the circumstances giving rise to termination.

Further information can be found in the Remuneration Report in the 2021 Annual Report.

Recommendation 1.4

The Company Secretary is appointed by the Board and has a reporting function to the Board.

The Company Secretary has a direct line of communication with the Chairman and all Directors and is responsible for supporting the proper functioning of the Board which includes, but not limited to, facilitating Board and Committee meetings, providing advice on governance and procedural issues, communicating with ASX and the ASIC on all regulatory matters, monitoring adherence to Board policies and procedures and retaining all professional advisors at the Board’s request.

Each Director has direct access to the Company Secretary and vice versa.

The responsibilities of the Company Secretary are set out in the Board Charter located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 1.5

The Company recognises that a talented and diverse workforce is a key competitive advantage and is committed to developing a workplace free from discriminatory practice of any kind in which individuals are treated fairly and equally with dignity and respect and where every employee has the opportunity to contribute to the Company’s success whilst realising their full potential as an individual.

To this end, the Company has adopted an Equal Employment Opportunity & Diversity Policy whereby to the extent possible permitted by the laws of the jurisdictions in which it operates, there shall be no discrimination for or against any employee or applicant because of their race, religion, colour, gender, marital or family status, sexual orientation, gender identity, age, disabilities, national or ethnic origin, religious or political beliefs. Whilst the Company is committed to fostering diversity at all levels across the organisation, it firmly believes that this must be done on a non-discriminatory basis, always seeking to employ or promote the best qualified person for the job irrespective of race, religion, colour, gender, marital or family status, sexual orientation, gender identity, age, disabilities, national or ethnic origin, religious or political beliefs or any other personal attributes not relevant to the requirements of the job.

This Equal Opportunity Employment & Diversity Policy does not set measurable objectives specifically to achieve gender diversity.

A copy of the Company’s Equal Opportunity Employment & Diversity Policy is located at:

• http://www.kingsrosemining.com.au/corporate governance/

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2 Kingsrose Mining Limited

CORPORATE GOVERNANCE STATEMENT 2021

The respective proportions of men and women on the Board, in Senior Executive positions and across the whole organisation (including how the entity has defined “Senior Executive” for these purposes) as at 30 June 2021 is disclosed below:

	Female	Male
Board	0%	100%
Senior Executives1	0%	100%
Whole Organisation	14%	76%

Recommendation 1.6

The Chairman is responsible for the evaluation of the Board and, where appropriate, Board committees and individual directors in accordance with the Company’s Process for Performance Evaluation.

A performance evaluation of the Board and each individual Director was completed during the financial year, with a Board session carried out following the performance evaluation to discuss the results and address any issues that arose as a result of the performance evaluations.

The Company currently has only one committee – the Audit and Risk Committee which was established in January of this year. A performance review of the Audit and Risk Committee was not undertaken during the financial year given its recent establishment.

A copy of the Company’s Process for Performance Evaluation is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 1.7

The Company has a Process for Performance Evaluation which, amongst other things details the performance review process for Senior Executives.

A formal performance evaluation of the Managing Director and Chief Financial Officer was not completed for FY 2021 as the Managing Director only commenced initially as Chief Executive Officer in February 2021, then appointed as Managing Director in June 2021 and the Chief Financial Officer did not commence employment until late April 2021. The decision was made to waive a formal performance appraisal until a full financial years’ service had been completed.

The Group’s current size and structure allowed the Chairman and the Board to regularly discuss the performance of all Senior Executives throughout the period, considering issues or concerns if and when they arose. This ongoing process remained informal.

A copy of the Company’s Process for Performance Evaluation is located at:

• http://www.kingsrosemining.com.au/corporate governance/

PRINCIPLE 2: STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE Recommendation 2.1

Given the size and scale of the Company’s operations, the full Board undertakes the role of the Nomination Committee. The Board considers that the formation of a separate Nomination Committee would not provide any additional benefits. The Board as a whole (with abstentions from relevant Directors where there is a conflict of interest) carries out the role and has the responsibilities typically assumed by a Nomination Committee. These responsibilities include, but are not limited to, regularly reviewing the size and composition of the Board and consideration of any appropriate changes, identifying and assessing the necessary and desirable skills and

1 The Senior Executives are the individuals at the highest level of organisational management who have the day-to-day responsibilities of managing the Company below the Board. The Senior Executives include the Company’s Managing Director, the Chief Financial Officer and the PTNM President Director.

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CORPORATE GOVERNANCE STATEMENT 2021

competency levels of Directors with a view to enhancing the Board, and making recommendations on the appointment, re-appointment or removal of Directors if and when necessary.

The Board as a whole reviews the Company’s succession plans to assist in maintaining the appropriate mix of skills, experience, expertise and diversity on the Board.

The Board ensures there are plans in place to manage the succession of the Managing Director or equivalent and other senior executives.

The Board may, when it considers it necessary or appropriate, seek advice from external consultants or specialists.

Recommendation 2.2

The Board recognises the need for Directors to have a relevant blend of skills and personal experience across a range of disciplines to properly manage and oversee the Company’s operations. As part of the Board review process undertaken during the 2021 financial year, the Board discussed its composition and what mix of skills, knowledge and experience was necessary to direct the Company and allow the Board to operate effectively and efficiently.

The Board developed a Board skills matrix (disclosed below) for each Director to self-assess their skills and experience considered relevant to the Company. Following a review of the Board skills matrix during the financial year, the Board concluded that its current composition is appropriate for the Company’s current size and operations.

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4 Kingsrose Mining Limited

CORPORATE GOVERNANCE STATEMENT 2021

KINGSROSE MINING LIMITED FY 2021 BOARD SKILLS MATRIX

EXECUTIVE LEADERSHIP EXPERIENCE

FINANCE COMMERCE & ACCOUNTING Financial accounting and reporting, commercial acumen, internal financial controls and corporate finance.

LEGAL, CORPORATE GOVERNANCE & COMPLIANCE

Evaluating the performance of senior management, overseeing strategic human capital planning, industrial relations, organisational change management programmes and sustainable success in business at a senior level.

Experience in corporate governance principles, working in a legal and/or regulatory environment and/or dealing with legal and regulatory matters in an executive role in an organization, and identifying key issues and developing appropriate policy parameters.

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OPERATIONAL & TECHNICAL

HEALTH SAFETY & THE ENVIRONMENT

CAPITAL MARKETS & INVESTOR RELATIONS (SHAREHOLDER ENGAGEMENT)

Advanced technical understanding of exploration, mine geology, mining engineering or processing.

Workplace health and safety environmental experience, implementing health safety and wellbeing strategies, proactive identification and prevention of health, safety and environmental risks

Expertise in capital markets including commitment to sustainability initiatives, social responsibility, and investor engagement.

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RISK MANAGEMENT & STRATEGY ISSUES MANAGEMENT & COMPLIANCE STAKEHOLDER ENGAGEMENT Applying broad based risk Identifying and critically assessing Constructively manage major issues, management frameworks in various strategic opportunities and threats to provide leadership around solutions regulatory or business environment, the organisation and, developing and and contribute to a identifying key risks to an organisation implementing successful strategies in communications strategy with related to key areas of operations, context to an organisation’s policies stakeholders. monitoring risk and compliance. and business objectives.

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Legend: Expert Extensive Sufficient Somewhat

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CORPORATE GOVERNANCE STATEMENT 2021

A profile of each Director setting out their experience, expertise and period of office is set out in the Directors’ Report in the 2021 Annual Report and on the Company’s website.

Any additional Board appointment made in the future will be undertaken with due consideration given to the balance and mix of skills on the Board and in accordance with the Company’s Policy and Procedure for Selection and (Re) Appointment of Directors . A copy of this Policy is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 2.3

The Board recognises the importance of the Non-Executive Director and the role they play in exercising independent judgement and oversight of the Company’s activities and the importance of ensuring that NonExecutive Directors are free from interests and relationships that could or could reasonably be perceived to materially interfere with the Director’s ability to exercise independent judgment and act in the Company’s best interests.

The Board annually assesses the independence of Directors taking into consideration the criteria of the type described in Box 2.3 of the Principles and Recommendations. This assessment may occur more than once each year if there is change in circumstances that may impact upon the independence of a Non-Executive Director. Individual Directors must not participate in assessing their own independence and must provide to the Board all information relevant to the assessment.

At the date of this report, four of the five Directors are independent namely Messer’s Carlile, Cooke, Corp and Dr Coughlin. The composition of the Board, each member’s length of service and their status is outlined in the Directors’ Report in the 2021 Annual Report.

Mr Carlile provides general geological and technical advisory services to the Company through a consultancy agreement. The consulting services are on an ad hoc basis (the total for this financial year was NIL. FY 2020 was $4,427). The Board has assessed that Mr Carlile’s minor consultancy services to the Company does not interfere with Mr Carlile’s capacity to bring independent judgement to bear on issues before the board and to act in the best interests of the entity and its security holders generally. On this basis, the Board has classified Mr Carlile as an independent director.

A copy of the Company’s Policy on Assessing the Independence of Directors is located at:

http://www.kingsrosemining.com.au/images/corporate_governance/Policy-on-assessing-independence.pdf

Recommendation 2.4

At the date of this report, four of the five Non-Executive Directors are independent namely Messer’s Carlile, Cooke, Corp and Dr Coughlin.

Recommendation 2.5

The Board recognises that having an independent Chair can contribute to a culture of openness and constructive challenge that allows for a diversity of views to be considered by the Board.

At the date of this report, Chairman, Dr Andrews is a Non-Executive Director however is a substantial shareholder and associated with a material supplier of the Company (PT Promincon Indonesia; PTNM’s drilling contractor), thereby not satisfying box 2.3 of the Principles and Recommendations. Notwithstanding Dr Andrews position as a substantial shareholder of the Company and relationship to PT Promincon Indonesia, the Board believes that Dr Andrews is the most appropriate person to lead the Board given his seniority, understanding of the Company’s Indonesian assets and extensive industry experience.

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CORPORATE GOVERNANCE STATEMENT 2021

The Board has adopted a set of Protocols outlining the process to be undertaken in the event of a conflict of interest arising concerning any director, and furthermore, have appointed Mr Corp as Lead Independent Director in the event of a conflict of interest concerning the Chairman arises.

The roles of the Chairman and Managing Director are carried out by different persons.

Recommendation 2.6

All new Directors are provided with an induction facilitated by the Company Secretary including comprehensive meetings with the Managing Director and Chairman, Senior Executives and management, and provision of an information pack including the organisational structure, the Constitution, and Company and Board policies and charters. In addition, all new Directors are required to undertake a site visit either prior to their appointment, or as soon as practicable after their appointment to further assist their understanding of the Company and its operations.

All Directors are expected to maintain the skills required to effectively discharge their obligations to the Company. Directors are encouraged to undertake continuing professional education and, subject to approval, the Company will pay reasonable expenses in relation to relevant industry seminars and education courses.

PRINCIPLE 3: INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY Recommendation 3.1

The Company has a Board approved Code of Conduct identifying its values and expected behaviours and charges the Senior Executive team with the responsibility of instilling those values and behaviours across the Company.

The Company has not developed a separate ‘values statement’, instead currently relies on the Code of Conduct to provide the guiding principles and expected norms of the Company. A separate Values Statement is currently being developed and is expected to be adopted by the Board in the first half of FY 2022.

Recommendation 3.2

The Company has established a Code of Conduct as a framework for decisions and actions promoting ethical and responsible decision making and conduct during employment. It underpins the Company’s commitment to integrity and fair dealing in its business affairs and its duty of care to all its employees, clients and stakeholders. It sets out the principles and standards expected of anyone working for, or engaged by, the Company. All employees are given a copy of the Code of Conduct and are required to sign an acknowledgement of commitment and adherence to the Code of Conduct when they commence work with the Company.

A copy of the Company’s Code of Conduct is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 3.3

The Company has established a Whistleblower Policy underpinning the Company’s commitment to integrity and fair dealing in its business affairs and its duty of care to all its employees, clients and stakeholders.

The Policy encourages the reporting of violations (or suspected violations) of the Company’s Code of Conduct or material legal or regulatory obligations in good faith without fear of retribution.

A copy of the Company’s Whistleblower Policy is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 3.4

The Company has established a Compliance Guide (Anti-Bribery and Corruption) which provides clear definitions and guidelines for its directors, management, employees and associates to follow. It sets out the principles and

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CORPORATE GOVERNANCE STATEMENT 2021

standards expected of anyone working for or engaged by the Company. The Guide highlights the serious criminal and civil penalties that may be incurred.

A copy of the Compliance Guide is located at:

• http://www.kingsrosemining.com.au/corporate governance/

PRINCIPLE 4: SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS Recommendation 4.1

The Board established an Audit and Risk Committee during the financial year, which is comprised of three independent, Non-Executive Directors and is chaired by Mr Andrew Cooke, an independent, Non-Executive Director. Details of each member’s qualifications are set out in the Directors Report of the 2021 Annual Report. The Board is of the view that the qualifications and experience of the members of the Audit and Risk Committee are sufficient to ensure that all significant financial reporting matters and appropriately actioned, including the appointment and removal of external auditors and rotation of the audit engagement partner.

Prior to the establishment of the Audit and Risk Committee the full Board undertook the role of the Audit Committee and adopted an Audit Committee Charter which described the role, composition, functions, and responsibilities of the Board in its capacity as the Audit Committee.

The Audit and Risk Committee currently operates under the Audit Committee Charter as described above. A new Audit and Risk Committee charter is currently being developed and is expected to be adopted by the Board in the first half of FY 2022.

The number of times the Committee met throughout the reporting period and the individual attendances of the members at those meetings is set out in Directors Report of the 2021 Annual Report.

Prior to the establishment of the Audit and Risk Committee the full Board undertook the role of the Audit Committee and adopted an Audit Committee Charter which described the role, composition, functions, and responsibilities of the Board in its capacity as the Audit Committee.

A copy of the Audit Committee’s charter is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 4.2

The Managing Director and Chief Financial Officer have provided the Board with a declaration in accordance with Section 295A of the Corporations Act 2001 (Cth ) that, in their opinion, the financial records of the Company for FY 2021 have been properly maintained in accordance with the Act and the financial statements and the notes for the financial year comply with the accounting standards and give a true and fair view of the financial position and performance of the Company. The Managing Director and Chief Financial Officer further declare, their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Recommendation 4.3

When preparing reports for release to the market including the quarterly activity and cash flow reports these reports are prepared by, or under the supervision of, subject-matter experts and reviewed by the Managing Director and Chief Financial Officer for accuracy and material requirements before being presented to the Audit and Risk Committee for consideration and review. Following the review, a recommendation by the Audit and Risk Committee will be presented to the Board in relation to the approval of the quarterly activity and cash flow report for release to the ASX.

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CORPORATE GOVERNANCE STATEMENT 2021

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE Recommendation 5.1

The Company has a Policy on Continuous Disclosure designed to comply with its disclosure obligations under the Corporations Act 2001 (Cth) and ASX Listing Rules to promote investor confidence in the Company. 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. In addition, the Policy sets out the obligations and accountability of all Directors, Officers, and employees of the Group in relation to confidentially and continuous disclosure.

A copy of the Company’s Policy on Continuous Disclosure is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 5.2

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 promptly receives a copy of all material ASX announcements following their lodgment.

A copy of the Company’s Policy on Continuous Disclosure is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 5.3

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 new and substantive investor and analyst presentations are released to the ASX Market Announcements Platform in compliance with ASX Listing Rule 3.1.

A copy of the Company’s Policy on Continuous Disclosure is located at:

• http://www.kingsrosemining.com.au/corporate governance/

PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS Recommendation 6.1

The Company’s website www.kingsrosemining.com.au provides information on its Board and Management, key corporate documents, information regarding its projects, operations, strategic objectives, community involvement and links to all material periodically released to ASX.

The website also includes an option for Shareholders to register for inclusion in the distribution of email updates from the Company including but not limited to, ASX Announcements, Investor Presentations, Financial Statements and any other information deemed relevant.

The dedicated Corporate Governance section which contains links to key policies, procedures and charters of the Company is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 6.2

The Company has a proactive approach to clearly and consistently communicating the Company’s activities and objectives to Shareholders, the media and the wider investment community and actively encourages ongoing Shareholder engagement and feedback.

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CORPORATE GOVERNANCE STATEMENT 2021

Given the size and scale of the entity’s operations, the approach to investor relations is based on actively engaging with security holders at Shareholders’ meetings and meeting with shareholders and investor groups upon request.

The Company’s Shareholder Communication Policy is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 6.3

The Company encourages the attendance of Shareholders at Shareholders’ meetings, and a designated time is set aside for a question and answer session once the formal business of the meeting has been concluded.

The Company, through its Share Registry, has established an online voting facility to permit Shareholders to vote online if they are unable to attend the meeting.

It is intended that the Company will use virtual technology to facilitate remote participation at its 2021 Annual General Meeting to be held in November 2021, given

• The geographical spread of the Company’s Board and management;

• The likelihood of there being lockdowns, social distancing measures, restrictions on large gatherings, travel restrictions and people’s general concerns about attending large-group meetings due to the COVID-19 pandemic; and

• The extension of the temporary modifications to the Corporations Act until 31 March 2022 to facility the holding of meetings via virtual technology (regardless of constitutional requirements for in-person AGMs) under the Treasury Laws Amendment (2021 Measure No.1) Bill,

in accordance with ASIC’s recommendations.

The Company will provide further guidance in its Notice of Annual General Meeting to be released in October 2021.

Any general meeting held by the Company utilising virtual technology will be facilitated and conducted in a meaningful and effective way to provide members with a reasonable opportunity to participate in the meeting, including casting votes and asking questions of management and the Company’s auditor.

The Company’s Shareholder Communication Policy is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 6.4

The Company, through its Share Registry, has established an online voting facility to permit Shareholders to vote online if they are unable to attend the meeting. All substantive resolutions at a meeting of Shareholders are decided by poll to ensure the true will of shareholders is ascertained (rather than by a show of hands, which is inconsistent with the “one security, one vote” principle in the ASX Listing Rules).

The Company’s Shareholder Communication Policy is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 6.5

The Company welcomes electronic communications from its Shareholders via its publicised email address info@kingsrosemining.com.au.

The Company’s website also includes an option for Shareholders to register for inclusion in the distribution of email updates from the Company including but not limited to, ASX Announcements, Investor Presentations, Financial Statements and any other information deemed relevant.

The Company’s Share Registry also engages with Shareholders electronically and makes available a range of relevant information on its website. Shareholders can register with the Share Registry to receive all communication

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CORPORATE GOVERNANCE STATEMENT 2021

via electronic means, including the Annual Report and Notices of Meetings and can also register to access their personal information and details of their shareholdings via the internet.

PRINCIPLE 7: RECOGNISE AND MANAGE RISK Recommendation 7.1

The Company’s acknowledges that it faces inherent risks in its activities, including economic, environmental and social sustainability risks, which may materially impact the Company’s ability to create or preserve value for its Shareholders.

To this end, the Board established an Audit and Risk Committee during the year and one of its key roles and responsibilities is to ensure that the Company has in place a robust risk management framework to ensure sustainable and responsible business practices are ongoing and the Company’s risk reporting and control measures are designed to ensure strategic, operational, legal, financial, reputation and other risks are identified and appropriately managed.

The Audit and Risk Committee is comprised of three independent, Non-Executive Directors and is chaired by Mr Andrew Cooke, an independent, Non-Executive Director. Details of each member’s qualifications are set out in the Directors Report of the 2021 Annual Report.

Prior to the establishment of the Audit and Risk Committee the full Board assumed responsibility for the oversight and management of the material business risks facing the Company.

The Audit and Risk Committee currently operates under the Audit Committee Charter as described in section 4.1. A new Audit and Risk Committee charter is currently being developed and is expected to be adopted by the Board in the first half of FY 2022.

The number of times the Audit and Risk Committee met throughout the reporting period and the individual attendances of the members at those meetings is set out in Directors Report of the 2021 Annual Report.

A copy of the Audit and Risk Committee’s charter is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 7.2

The Company operates under a Risk Management Framework which provides the process for risk management and internal control systems and applies to the management of all types of risk, financial and non-financial throughout the business.

The Risk Management Framework requires the undertaking of an annual review of the Company’s policies on risk oversight and management to satisfy itself that management has developed and implemented a sound system of risk management and internal control. An annual review was undertaken by the Board for the 2021 financial year.

A copy of the Company’s Risk Management Policy is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 7.3

The Company does not currently have a formal internal audit function; however, the Audit and Risk Committee oversees the effectiveness of risk management and internal control processes.

Management is charged with resourcing, operating and monitoring the system of internal control, incorporating risk responses in the form of controls into its management systems, and reporting results of the effectiveness of these systems to the Board.

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CORPORATE GOVERNANCE STATEMENT 2021

Although no system of internal control can provide absolute assurance that the business risks will be fully mitigated, the internal control systems adopted by the Company have been designed to meet the Company’s specific needs and the risks to which it is exposed. Internal control measures currently adopted by the Board include:

• monthly reporting to the Board in respect of operational and financial performance;

• authority limits established for management which must not be exceeded unless prior Board approval is obtained;

• a compliance procedure for the purpose of ensuring compliance with the Company’s continuous disclosure obligations; and

• regular reports to the Board by appropriate members of the management team and/or independent advisers, outlining the nature of particular risks and highlighting measures which are either in place or can be adopted to manage or mitigate those risks.

Recommendation 7.4

The Company, as a gold and silver exploration company, faces inherent risks in its activities, including economic, environmental and social sustainability risks, which may materially impact the Company’s ability to create or preserve value for its Shareholders.

To manage and mitigate these inherent risks, the Company has in place a suite of policies and procedures to ensure that it operates within a robust risk management framework and that sustainable and responsible business practices are ongoing.

The Company’s exposure to material environmental or social risks are discussed in the Operations Review, Directors’ Report and the financial statements all contained in the 2021 Annual Report.

PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY Recommendation 8.1

Given the size and scale of the Company’s operations, the full Board undertakes the role of the Remuneration Committee. The Board considers establishing a separate Remuneration Committee would not provide any additional benefits.

Although the Board has not established a separate Remuneration Committee, it has adopted a Remuneration Committee Charter , which describes the role, composition, functions and responsibilities of the Board in its capacity as the Remuneration Committee.

The procedures detailed in the Remuneration Committee Charter continue to be relevant and outlines the process employed by the Board of Directors for determining the structure of remuneration for Directors and senior executives. No individual director or senior executive is involved in deciding his or her own remuneration.

The Board will continue to assess the Company’s circumstances and establish a Remuneration Committee when deemed appropriate.

A copy of the Remuneration Committee’s charter is located at:

• http://www.kingsrosemining.com.au/corporate governance/

Recommendation 8.2

In accordance with good corporate governance practice, the structure of Non-Executive Director and Executive remuneration is separate and distinct.

Non-executive Directors are remunerated on a fixed fee basis for their time, commitment and responsibilities as part of an aggregate fee pool approved by Shareholders. Fees paid to Non-Executive Directors cover all activities associated with their role on the Board and any sub-committees. Remuneration for Non-Executive Directors is not linked to the performance of the Company.

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CORPORATE GOVERNANCE STATEMENT 2021

Remuneration for Executive Directors and Senior Executives consists of fixed annual remuneration (base pay, superannuation and other non-cash benefits) and variable ‘at risk’ components (i.e. short-term and long-term incentives). Further details regarding the Company’s remuneration policies and practices are contained in the Remuneration Report in the 2021 Annual Report.

Recommendation 8.3

The Company has an equity-based remuneration scheme. The Company’s Securities Trading Policy prohibits key management personnel from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements under any equity-based remuneration scheme.

A copy of the Company’s Security Trading Policy can be located at:

• http://www.kingsrosemining.com.au/corporate governance/

ENDS

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Corporate Governance Statement 2021 13

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

KINGSROSE MINING LIMITED

ABN/ARBN 49 112 389 910	Financial year ended:
49 112 389 910	30 JUNE 2021

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

☐ These pages of our annual report: ☒ https://www.kingsrosemining.com.au/corporate-governance/

The Corporate Governance Statement is accurate and up to date as 29 September 2021 and has been approved by the board.

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

Date: 29 September 2021 Name of authorised officer Joanna Kiernan, Company Secretary authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

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

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

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

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

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

Page 1

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

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 thewholeof 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://www.kingsrosemining.com.au/corporate-governance/	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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

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

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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

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

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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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: https://www.kingsrosemining.com.au/corporate-governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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 thewholeof 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.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ 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 at: in our 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.	☒ and we have disclosed our board skills matrix at: in our Corporate Governance Statement	☐ 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.	☒ and we have disclosed the names of the directors considered by the board to be independent directors at: in our Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) at: in our Corporate Governance Statement and the length of service of each director at: Pages 13 – 16 of the 2021 Annual Report	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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: …………………………………………………………………………….. [insert location]	☒ 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://www.kingsrosemining.com.au/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://www.kingsrosemining.com.au/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://www.kingsrosemining.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.kingsrosemining.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: Pages 13 to 16 of the 2021 Annual Report [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at:	☐ 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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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 compliance policy at: https://www.kingsrosemining.com.au/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://www.kingsrosemining.com.au/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: in our Corporate Governance Statement and at https://www.kingsrosemining.com.au/corporate-governance/	☐ 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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.kingsrosemining.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: Pages 13 to 16 of the 2021 Annual Report [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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: …………………………………………………………………………….. [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: in our Corporate Governance Statement	☐ 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: in our Corporate Governance Statement and, if we do, how we manage or intend to manage those risks at: in our 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 thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: in our 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: in our Corporate Governance Statement	☐ 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: https://www.kingsrosemining.com.au/corporate-governance/	☐ 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 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 thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 12

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 thewholeof 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
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

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