MAGMATIC RESOURCES LIMITED — Governance Information 2017

May 16, 2017

Magmatic Resources Limited Corporate Governance Statement

ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 3[rd] edition As at 13 February 2017 and approved by the Board

The Company is committed to high standards of corporate governance designed to enable the Company to meet its performance objectives and better manager its risks.

The Company has adopted a comprehensive governance framework in the form of a formal corporate governance charter together with associated policies, protocols and related instruments.

A full copy of the Company’s corporate governance charter and associated policies, protocols and related instruments is available on the Company’s website at: www.magmaticresources.com.

The Company intends to follow the ASX CGC P&R in all respects other than as specifically provided below.

The independent director of the Company is Mr Norris. When determining the independent status of a Director the Board used the Guidelines detailed in the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations.

Recommendation	Recommendation	Current Practice
1.1	A listed entity should disclose:	Satisfied. The functions reserved for the Board and
	a. The respective roles and responsibilities of its	delegated to senior executives have been established.
	board and management; and
	b. Those matters expressly reserved to the board
	and those delegated to management.
1.2	A listed entity should:	Satisfied. Appropriate checks have been undertaken.
	a. Undertake appropriate checks before appointing a
	person, or putting forward to security holders a
	candidate 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
1.3	A listed entity should have a written agreement with	Satisfied. Agreements are in place.
	each director and senior executive setting out the
	terms of their appointment.
1.4	The company secretary of a listed entity should be	Satisfied. This practice is in place.
	accountable directly to the board, through the chair, on
	all matters to do withproper functioningof the board.
1.5	A listed entity should:
	a. Have a diversity policy;	Satisfied.
	b. Disclose that policy or a summary of it;	Satisfied, see corporate governance section of website.
	c. Disclose the measurable objectives for achieving	Not satisfied. The measurable objectives are yet to be
	gender diversity and the its progress towards	set.
	achieving them; and
	d. The respective proportions of men and women.	Board – 100% men; Senior Executives – 100% men;
		whole organisation – 80% men.

1.6 A listed entity should:

1.6	A listed entity should:
	a. Have and disclose a process for periodically	Satisfied, see process in corporate governance policies.
	evaluating the performance of the board, its
	committees and individual directors; and
	b. Disclose whether performance evaluations	Not satisfied. No evaluations have been undertaken to
	were undertaken.	date because of the change of activities.
1.7	A listed entity should:
	a. Have and disclose a process for periodically	Satisfied, see process in corporate governance policies.
	evaluating the performance of senior
	management; and
	b. Disclose whether performance evaluations	Not satisfied. No evaluations have been undertaken to
	were undertaken.	date.
2.1	A listed entity should have a nomination committee	Not Satisfied.
	which:
	- Consists of at least 3 members, a majority of	The board has not established a nomination committee
	whom are independent directors;	as the role of the committee is undertaken by the full
	- Is chaired by an independent director;	board.
	And disclose:
	- The charter of the committee;
	- The members of the committee
	- The number of times the committee met and
	individual attendance at those meetings
	If it does not have a nomination committee disclose	To be developed given the Company’s change in
	that fact and the process it follows to address that role.	activities.
2.2	A listed entity should have and disclose a board skills	Satisfied. See corporate governance section of website.
	matrix.
2.3	A listed entity should disclose:	Satisfied. Mr Norris is the Non-Executive independent
	- The names of the directors considered by the	directors as defined in ASX guidelines.
	board to be independent directors and length of
	service.	N/A
	- If a director has an interest / association /
	relationship that meets the factors of assessing
	independence.
2.4	A majority of the board should be independent	Not satisfied, only one of the three directors are
	directors.	independent directors.
2.5	The chair should be an independent director.	Not Satisfied.
	The roles of Chair and Chief Executive Officer should	Mr David Berrie is not an independent Non-Executive
	not be exercised by the same individual.	Director.
2.6	A listed entity should have a program for inducting	Not Satisfied.
	new directors.
		The board has not established this process due to the
		Company’s size.

3.1	A listed entity should:	Satisfied.
	- have a code of conduct; and	The Code of Conduct is available at
	- disclose the code or a summary of it.	www.magmaticresources.comin the Corporate
		Governance Section.
4.1	The board of a listed entity should have an audit	Not Satisfied.
	committee which:
	- Has at least three members all of whom are non-	The board has not established an audit committee as it
	executive directors and a majority of independent	would comprise the same 3 members. The role of the
	directors; and	committee is undertaken by the full board.
	- Is chaired by an independent chair, who is not
	chair of the board.
	Disclose:
	- The charter of the committee;	The audit committee charter is available at
	- The relevant member qualifications;	www.magmaticresources.comin the Corporate
	- The number of times the committee met and	Governance Section.
	individual attendance at those meetings
4.2	The board should receive declarations for CEO & CFO	Satisfied.
	in accordance with S.295A of corporations act before
	approving financial statements.
4.3	A listed entity should ensure its external auditor	Satisfied.
	attends its AGM.
5.1	A listed entity should:	Satisfied.
	- Have a written policy for complying with its
	continuous disclosure obligations under the	Continuous disclosure policy is available at
	Listing Rules; and	www.magmaticresources.com
	- disclosure that policy or a summary of it.	Satisfied -in the Corporate Governance Section.
6.1	A listed entity should provide information about itself	Satisfied.
	and its governance to investors via its website.
		Seewww.magmaticresources.com in the Corporate
		Governance Section.
	A listed entity should design and implement an
6.2	investor relations program to facilitate effective two-	Satisfied. Seewww.magmaticresources.comin the
	way communication with investors.	Corporate Governance Section.
6.3	A listed entity should disclose the policies and	Satisfied. See communication policy at
	processes it has in place to facilitate and encourage	www.magmaticresources.comin the Corporate
	participation at meetings of security holders.	Governance Section.
6.4	A listed entity should give security holders the option	Satisfied. See welcome pack to investors.
	to receive communications from, and send
	communication to, the entity and its security registry
	electronically.

7.1	The board of a listed entity should have a committee	The board has not established a risk committee as it
	to oversee risk, which:	would comprise the same 3 board members. The role
	- Has at least three members all of whom are non-	of the committee will be undertaken by the full board.
	executive directors and a majority of independent
	directors; and
	- Is chaired by an independent chair, who is not	The company has established policies for the oversight
	chair of the board.	and management of material business risks.
	Disclose:
	- The charter of the committee;	Risk management program is available at
	- The members of the committee; and	www.magmaticresources.comin the Corporate
	- The number of times the committee met and	Governance Section.
	individual attendance at those meetings
	If it does not have a risk committee disclose that fact
	and the process it follows to address that role.
7.2	The board or a committee of the board should:	Not satisfied given recent change in business activities.
	- Review the entity’s risk management framework
	at least annually to satisfy itself that it continues to
	be sound; and
	- Disclose whether such a review has takenplace.
7.3	A listed entity should disclose:	Not satisfied. The entity does not have an internal audit
	- If has an internal audit function, how the function	function. The function is performed by the full board.
	is structured and what role it performs;
	- If it does not have an internal audit function,
	disclose that fact and the process it follows to
	address that function.
7.4	The entity should disclose whether it has any material
	exposure to economic, environmental and social	The entity does not have material exposure in these
	sustainability risks, and if it does, how it manages	areas.
	those risks.

8.1	The board of a listed entity should:	Not Satisfied.
	- have a remuneration committee which has at
	least three members all of whom are non-	The board has not established a remuneration and
	executive directors and a majority of independent	nomination committee as it would comprise the same 3
	directors; and	board members. The role of the committee is
	- Is chaired by an independent director; and	undertaken by the full board.
	Disclose:
	- The charter of the committee;
	- The members of the committee; and
	- The number of times the committee met and
	individual attendance at those meetings
	If it does not have a remuneration committee disclose
	that fact and the process it follows to address that role.
8.2	Companies should clearly distinguish the structure of	Satisfied.
	non-executive directors’ remuneration from that of	The structure of Directors’ remuneration is disclosed in
	executive directors and senior executives.	the annual report.
8.3	A listed entity which has an equity-based remuneration	There is no broad policy.
	scheme should:
	- Have a policy on whether participants are
	permitted to enter into transactions which limit the
	economic risk of participating in the scheme;
	- Disclose thatpolicyor a summaryof it.

Further information about the Company’s corporate governance practices is set out on the Company’s website at www.magmaticresources.com