LCL RESOURCES LIMITED — Governance Information 2007

Sep 30, 2007

Statement of compliance with best practice recommendations set by the ASX Corporate Governance Council

Principle No	Best Practice Recommendation	Compliance	Reasons for Non-Compliance
1.1	Formalise and disclose the functions reserved to the Board and those, delegated to management.	The Board of directors ("Board") is responsible for the overall corporate governance of Metminco Limited ("the Company").	Not applicable.
		The Board has adopted a Board Charter, which sets out the Board's areas of responsibilities and the way in which the Board will interact with management and conduct business. This Board Charter is available from www.metminco.com.au ("Company's Website"). The responsibilities of each director have also been clearly set out in each Director's terms of appointment.
2.1	A majority of the Board should be independent directors.	Currently, the Company has two non- executive directors and one executive director, who carries out the role of Chief Executive Officer and Managing Director of the Company. Mr Paterson does not satisfy the ASX definition of independence as he provides services to the Company through Australian Corporate Secretarial (please see section 10.4 of the prospectus dated 13 August 2007 ("Prospectus")). Accordingly, the Company does not have a majority of independent directors.	Given the size and scope of the Company, the Company does not have a policy of requiring a majority independent of directors. Mr Weston, Mr Fillmore and Mr Paterson were selected as directors to bring specific skills and industry experience relevant to the Company.
22	The chairman should be an independent director.	The chairman, Mr Fillmore, is an independent director.	Not applicable.
2.3	The roles of chairman and chief executive officer should not be exercised by the same individual.	The roles of chairman and chief executive officer are not performed by the same individual	Not applicable.

Principle No	Best Practice Recommendation	Compliance	Reasons for Non-Compliance
2.4	The Board should establish a nomination committee.	The Board has not established a nomination committee.	Any changes to directorships will, for the meantime, be determined by the Board (subject to any applicable laws). Accordingly, а nominations committee has not been established We note that the commentary to principle 2.4 states that a formal committee structure may not provide the same efficiencies for a smaller company as it may for a larger one.
2.5	Provide the information indicated in Guide to reporting on Principle 2	The information has been disclosed (where applicable) in the Prospectus. In particular, the skills, experience and expertise of the directors is set out in section 3.1 of the Prospectus. A non-executive director is considered as independent when he or she substantially satisfies the test for independence as set оuі in. the ASX Best Practice Recommendations Fillmore Mr İS. considered to be an independent director.	Not applicable.
3.1	Establish a code of conduct to quide the directors. the managing director and any other key executives as to the practices necessary to maintain confidence in the company's integrity and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.	As noted above, the Board has formalised its roles and responsibilities into a Board Charter and this touches upon the conduct of directors. The Company has also established a Code of Conduct, which is available from the Company's Website. The Code of Conduct applies to all directors and employees.	Not applicable.
3.2	Disclose the policy concerning trading in company securities by directors, officers and employees.	The Company has established -a Securities Trading Policy that governs trading by "potential insiders". This policy is available from the Company's Website.	Not applicable.
3.3	Provide information the indicated in Guide to reporting on Principle 3.	The Company's Code of Conduct and Securities Trading Policy are available from the Company's Website.	Not applicable.

Principle No	Best Practice Recommendation	Compliance	Reasons for Non-Compliance
4.1	Require the chief executive officer (or equivalent) and the chief financial officer (or equivalent) to state in writing the Board to that the company's financial reports present a true and fair view, in all material respects, of the company's financial condition and operational results and in. accordance are with relevant accounting standards.	The chief executive officer and company secretary will provide the Board with this statement at the appropriate time.	Not applicable.
4.2	The Board should establish an audit committee.	The Board has established an Audit and Risk Committee.	Not applicable.
4.3	Structure the audit committee so that it consists of only non- executive directors, a majority of independent directors, an independent chairperson who is not chairperson of the Board and at least three members.	The Audit and Risk Committee consists of Mr Paterson (chairman) and Mr Fillmore. These directors will draw on appropriate expertise where required to perform the committee's duties.	This structure does not meet the recommendations set out in principle 4.3 as it does not have the recommended minimum of 3 members nor a majority οf independent directors. Ths is. a consequence of the size and scope of the Company, as explained above with regard to principle 2.1.
4.4	The audit committee should have a formal charter.	The Board has adopted a Audit and Risk Committee Charter, which is available from the Company's Website.	Not applicable.
4.5	Provide the information indicated in Guide to reporting on Principle 4.	The information has been disclosed in this statement, the Prospectus and in the Audit and Risk Committee Charter.	Not applicable.
5.1	Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance.	The Company and its directors recognise the importance of timely and balanced disclosure of all material matters concerning the Company and are aware of the ASX Listing Rule requirements. To this end, the Board has adopted formal written policies regarding disclosure to ensure that Company announcements are accurate and are made in a timely manner and to ensure compliance with disclosure requirements.	Not applicable.
5.2	Provide the information indicated in Guide to reporting on Principle 5.	The ASX Continuous Disclosure Policy is available from the Company's Website.	Not applicable.

Principle No	Best Practice Recommendation	Compliance	Reasons for Non-Compliance
6.1	Design disclose and а communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings.	The Board recognises its duty to empower shareholders bγ communicating effectively with them regarding the major developments affecting the Company. All significant information disclosed to ASX will be posted on the Company's website as soon as it is disclosed to ASX. The Company will also communicate information to shareholders and the market through its annual report, the annual general meeting, half-yearly reports, quarterly activity and cash flow reports and other amouncements released to ASX under the continuous disclosure requirements.	The Company does not have a formal communications strategy. However, the Company will maintain a shareholder email list for the distribution of Company announcements and reports.
6.2	Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the auditor and the preparation and content of the auditor's report.	The Board advises that the Company will comply with principle 6.2.	Not applicable.
7.1	The Board or appropriate Board committee should establish policies on risk oversight and management.	The Board and the Audit and Risk Committee are responsible for the identification, monitoring and management of significant business risks and the implementation of appropriate levels of internal control. Risk factors are a standing agenda item at Board meetings.	Due to the size of the company, the Board did not see the need for formal policies on risk oversight and management.
7.2	The chief executive officer (or equivalent) and the chief financial officer (or equivalent) should state to the Board in writing that the statement given in accordance with best practice recommendation 4.1 is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board and the company's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.	The Board advises that it will require such a statement from time to time.	Not applicable.

Prindple No	Best Practice Recommendation	Compliance	Reasons for Non-Compliance
7.3	Provide information the indicated in Guide to reporting on Principle 7.	Please see commentary relating to principle 7.1.	Not applicable.
8.1	Disclose the process for performance evaluation of the Board, its committees and individual directors, and key executives.	It is the policy of the Board to ensure that the directors and executives of the Company equipped with the be knowledge and information that they need to discharge their responsibilities effectively, and that individual and collective performance is regularly and fairly reviewed.	Due to the current size of the Company and the stage of its development, the Board did not see the need for formal processes for evaluating the performance of directors and executives at this time.
		There is expected to be ongoing by the monitoring of performance Chairman and the Board.
9.1	Provide disclosure in relation the company's to policies remuneration ١o enable investors to understand the costs and benefits of those policies and the link between remuneration paid to directors and key executives and corporate performance.	The key terms of employment of the Managing Director and Chief Executive Officer, Mr Weston, are disclosed in section 11.9 of the Prospectus. The terms of non-executive director remuneration are also disclosed at section 11.9 of the Prospectus.	The Board does not presently have a policy relating to any performance based remuneration. It intends to develop and adopt a policy before providing Mr Weston with any performance based The directors will bonuses. provide a remuneration report accompanying the annual financial statement as required by law.
9.2	The Board should establish a remuneration committee.	The Board has not established a remuneration committee.	of At this stage its. development, the Company has not developed a formal remuneration committee. We note that the commentary to this principle states that for smaller Boards a formal committee structure may not provide the same efficiencies as that for a larger one.
93	Clearly distinguish the οf non-executive structure directors remuneration from that of executives.	of Mr Weston's The structure remuneration is set out in section 11.9 of the Prospectus. Non-executive directors are entitled to receive fixed fees subject to the maximum limit set out in section 11.9 of the Prospectus and determined in accordance with the constitution of the Company.	Not applicable.

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Prindple No	Best Practice Recommendation	Compliance	Reasons for Non-Compliance
9.4	equity-based that Ensure remuneration is executive made in accordance with in plans thresholds set approved by shareholders.	The Company has no equity-based remuneration systems or policies in place.	In the event that the Board decides to provide equity- based executive remuneration. a plan (including thresholds) will put to shareholders for approval.
9.5	information the Provide indicated in Guide to reporting on Principle 9.	The information is provided in this statement and will be provided in the remuneration report to be included with the annual financial reports.	Not applicable.
		The Company does not currently have in existence any schemes for retirement benefits for non-executive directors.
10.1	Establish and disclose a code quide conduct to Ωf compliance with legal and other obligations to legitimate stakeholders.	The Company has adopted a formal Code of Conduct to guide compliance with legal and other obligations to legitimate stakeholders. The Code of Conduct is available from the Company's Website.	Not applicable.

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