MAMBA EXPLORATION LIMITED — Governance Information 2021

Feb 2, 2021

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Corporate Governance Statement

Adopted by the Board of Directors on 10 December 2020

1 INTRODUCTION

Mamba Exploration Limited (the Company ) is committed to conducting its business activities and governing the company in accordance with best practice corporate governance to the extent appropriate to the size and nature of the Company’s operations.

This Corporate Governance Statement details the extent to which the Company will follow, as at the date of its admission to the official list of the ASX, the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations ( Recommendations ).

For the purposes of this Corporate Governance Statement submitted pursuant to the Company’s pre-quotation disclosure obligations as required by the ASX, the Company’s corporate governance practices are structured with reference to the fourth edition of the Recommendations released on 27 February 2019.

While listed entities are entitled not to adopt the Recommendations in whole or in part, the ASX requires that entities explain why it has not adopted any particular recommendation on an “if not, why not” basis.

The table set out below identifies which Recommendations the Company follows and which it does not and provides reasons for not following those Recommendations as well as alternate governance practices (if any) the Company intends to adopt instead of those Recommendations.

The Company’s corporate governance policies together with a copy of this Corporate Governance Statement are all available on the Corporate Governance section of the Company’s website at https://www.mambaexploration.com.au ( Website ).

2 RECOMMENDATIONS COMPLIANCE TABLE

Recommendation Compliance Statement
Principle 1 – Lay solid foundations for management and oversight
A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their
performance.
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	Compliant	The board of directors of the Company (Board) has adopted a charter (Board Charter) which sets out the principles regarding the ongoing operation of the Board. The Board Charter sets outs the role and responsibilities of the Board andprovides for the delegation of authority

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Recommendation Compliance Statement
to management for matters pertaining to the day to day
(b) those matters expressly reserved to the board operations of the Company. A copy of the Board Charter
and those delegated to management. is available on the Website.
1.2. A listed entity should: Compliant The Board Charter sets out the Company’s process
for selection, appointment and re-appointment of
(a) undertake appropriate checks before appointing directors.
a director or senior executive or putting
someone forward for election as a director; and The Company’s Remuneration and Nomination
Committee is responsible for implementing these
(b) provide security holders with all material procedures and does so in accordance with the
information in its possession relevant to a Remuneration and Nomination Committee’s charter
decision on whether or not to elect or re-elect a ( Remuneration and Nomination Committee
director. Charter ).
The Remuneration and Nomination Committee Charter is
available on the Website.
In accordance with these Charters, the Board will take into
consideration the person’s character, experience,
education, criminal record and bankruptcy history. As
recommended by the ASX Corporate Governance
Principles and Recommendations, details are included in
the relevant notice of meeting at which the Company
seeks approval from security holders for the election or
re-election of an individual as a director of the Company.
1.3. A listed entity should have a written agreement with Compliant The Board Charter provides that each director and senior
each director and senior executive setting out the terms executive is required by the Company to execute a written
of their appointment. agreement setting out the terms of their appointment.
1.4. The company secretary of a listed entity should be Compliant The Board Charter sets out the role and responsibilities of
accountable directly to the board, through the chair, on the Company’s Secretary and provides that the Secretary is
all matters to do with the proper functioning of the board. accountable to the Board, via the chair of the Board ( Chair )
on all matters to do with the proper function of the Board
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Recommendation Compliance Statement
and any committee of the Board and sets out the specific
obligations of the Secretary in this regard.
1.5. A listed entity should: Compliant The Company has adopted a diversity policy ( Diversity
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Recommendation Compliance Statement	Recommendation Compliance Statement	Recommendation Compliance Statement
and any committee of the Board and sets out the specific obligations of the Secretary in this regard.
1.5. A listed entity should:	Compliant	The Company has adopted a diversity policy (Diversity
(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 the its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (i) the measurable objectives set for that period to achieve gender diversity; (ii) the entity’s progress towards achieving those objectives; and (iii) 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.		Policy) which is available on the Website. The Diversity Policy provides that the Board will, at the appropriate time, and subject to the Company’s size and operations, endeavour to, on an annual basis, establish appropriate and measurable diversity targets to achieve and maintain gender diversity within the Company and assess the Company’s progress in achieving these objectives. The Remuneration and Nomination Committee Charter provides that the Remuneration and Nomination Committee is responsible for the implementation and review of the Diversity Policy. The Company is not a “relevant employer’ for the purposes of the Workplace Gender Equality Act.

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Recommendation Compliance Statement
1.6. A listed entity should: Non-Compliant The Board Charter provides that the Board is required to
review and evaluate the performance of the Board, its
(a) have and disclose a process for periodically committees and individual directors from time to time and
evaluating the performance of the board, its that, at least once annually, it must review and evaluate the
committees and individual directors; and Board’s compliance with the Board Charter and amend that
charter or any other governance policies to meet the goals
(b) disclose for each reporting period whether a and objectives of the Board as they develop over time.
performance evaluation has been undertaken
in accordance with that process during or in The Company does not have a formal process for the
respect of that period. evaluation of the performance of the board members and
committees at this time and as such does not comply with
the recommendation 1.6. Until such time as formal process
is developed, the Chairman will assess the performance of
the directors and the board (and its various committees).
The Company considers that a formal process is not
essential at this stage and that performance evaluation can
be effectively assessed on an informal basis
1.7. A listed entity should: Non-Compliant The Board Charter provides that the Board will review and
evaluate the performance of the Company’s executives at
(a) have and disclose a process for evaluating least once annually.
the performance of its senior executives at
least once every reporting period; and The Company does not have a formal process for the
(b) disclose for each reporting period whether a evaluation of the performance of the senior executives at
performance evaluation has been was this time and as such does not comply with the
undertaken in accordance with that process recommendation 1.7. Until such time as formal process is
developed, the Chairman will assess the performance of the
during or in respect of that period.
senior executives.
The Company considers that a formal process is not
essential at this stage and that performance evaluation can
be effectively assessed on an informal basis.
Principle 2 – Structure the board to be effective and add value
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Recommendation Compliance Statement
The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the
industry in which it operates, to enable it to discharge its duties effectively and to add value.
2. Compliant The Board has established a Remuneration and
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Recommendation Compliance Statement	Recommendation Compliance Statement	Recommendation Compliance Statement
The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.
2. 21 The board of a listed entit should:	Compliant	The Board has established a Remuneration and
.. y (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose; (iii) the charter of the committee; (iv) the members of the committee; and (v) 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.		Nomination Committee to oversee the selection and appointment practices of the Company. The Remuneration and Nomination Committee is governed by the Remuneration and Nomination Committee Charter, which is available on the Website. The Remuneration and Nomination Committee will consist of: • Simon Andrew as the Chair of the committee; • Justin Boylson; and • Michael Dunbar. The Company has appointed a majority of independent Directors to the remuneration and nomination committee. The Company will report the number of times the Remuneration and Nomination Committee meets and the individual attendance of the members at those meetings in its future annual reports.]

Recommendation Compliance		Statement
2.2. A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. Non-Compliant		The Board Charter provides that the Board is responsible for developing and implementing a skills matrix setting out the mix of skills and diversity that the Board has or is looking to achieve in its membership. The Board considers the current mix of skills and experience of members of the Board and its senior management is sufficient to meet the requirements of the Company. Although the skills, experience and expertise of each Director is set out in the Directors’ Report section of the Company’s Annual Report, the Company does not have a formal board skills matrix.
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, association 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, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	Compliant	(a) During the 2021 financial year, the Board considers Mr Simon Andrew and Mr Justin Boylson to be independent Directors free from any interest, position, association or relationship that may influence or reasonably be perceived to influence, the independent exercise of their judgement. (b) During the 2021 financial year, neither independent Director held more than5%of the Shares in the Company and each independent Director is not related to any other director or senior executive. (c) The length of service of all Company’s Directors is from incorporation and currently is 4 months.

2.4. A majority of the board of a listed entity should be independent directors. Compliant During the 2021 financial year the Board comprised of a majority of independent Directors.	2.4. A majority of the board of a listed entity should be independent directors. Compliant During the 2021 financial year the Board comprised of a majority of independent Directors.	2.4. A majority of the board of a listed entity should be independent directors. Compliant During the 2021 financial year the Board comprised of a majority of independent Directors.
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. Compliant During the 2021 financial year Mr Simon Andrew was the Chairman and is considered an independent Director.
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. Compliant The Board Charter provides that directors are expected to participate in induction or orientation programs upon their election or appointment, and any continuing education or training arranged by the Company for them from time to time.
Principle 3 – Instill a culture of acting lawfully, ethically and responsibly
A listed entity shouldinstilland continuallyreinforce a culture across the organisationofactinglawfully, ethically andresponsibly.
3.1.A listed entity should articulate and disclose its values Compliant		The Company has adopted a Statement of Values which is available on its Website.
3.2. A listed entity should: (a) have 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. Compliant		The Company has adopted a Code of Conduct, Anti- Bribery and Corruption Policy, Whistleblower Policy and a Securities Trading Policy that applies to all directors, officers, employees, consultants, contractors and advisors of the Company, as applicable. The Company is committed to acting ethically and responsibly and has prepared these policies having regards to the Recommendations. The policies are available on the Website.
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.	Compliant	The Company has adopted a Whistleblowing Policy. The purpose of the policy is to deter wrongdoing and encourage reporting of such wrongdoing through the provision of safe and secure processes which protect and support individuals who disclose wrongdoing. The Whistleblowing Policy provides that the Company must inform the board of any material disclosures made under the policy.

3.4. A listed entity should: (a) Have and disclose an anti-bribery and corruption policy; and (b) Ensure that the board or a committee of the board is informed of any material breaches of that policy. Compliant The Company has developed an anti-bribery and corruption policy that can be found under the governance documents on the Company’s Website.
Principle 4 – Safeguard the integrity of corporate reports
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
4.1. The board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the chair of the board, and disclose (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) 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	Non-Compliant	(a) The Board has not established an Audit and Risk Committee. However the full board operates under the adopted Audit and Risk Committee Charter ,available for review on the company’s website www.mambaexploation.com.au, which carries out the functions delegated under that charter. (b) The Board does not consider that the company is of a size nor are the affairs of a complexity sufficient to warrant the formation of a separate Audit committee. The full board is considered to be able to meet the objectives of the best practice recommendations and discharge its duties in this area. External audit recommendations, internal control matters and any other matters that arise from half yearly reviews and the annual statutory audit will be discussed directly between the Board and the Audit Engagement Partner.

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reporting, including the processes for the The Board encourages contact between Non-Executive
appointment and removal of the external auditor Directors and the Company’s external auditors,
and the rotation of the audit engagement partner. independently of executive management
4.2. The board of a listed entity should, before it approves the Compliant The Audit and Risk Committee Charter provides that the
entity’s financial statements for a financial period, receive Audit and Risk Committee will ensure that the Company
from its CEO and CFO a declaration that, in their opinion, receives a declaration from the Company’s CEO or Chief
the financial records of the entity have been properly Financial Officer that in their opinion, the financial records
maintained and that the financial statements comply with of the entity have been properly maintained and that the
the appropriate accounting standards and give a true and financial statements comply with the appropriate
fair view of the financial position and performance of the accounting standards and give a true and fair view of the
entity and that the opinion has been formed on the basis financial position and performance of the entity and that
of a sound system of risk management and internal the opinion has been formed on the basis of a sound
control which is operating effectively . system of risk management and internal control which is
operating effectively.
The Chief Executive Officer and Chief Financial Officer
(or equivalent) prepare a declaration to state the
following in writing prior to the Board approving the
Company’s financial statements for a financial year that
in their opinion:
 The Company’s financial reports have been
properly maintained and contain a true and fair
view, in all material respects of the financial
condition and operating performance of the
Company and comply with relevant accounting
standards; and
 That the opinion is founded on a sound system of
risk management and that the system is operating
effectively in all material respects in relation to
financial reporting risks.
4.3. A listed entity should disclose its process to verify the Compliant The Company’s Board ensures that the Company’s
integrity of any periodic corporate report it releases to the external auditor attends its AGM and is available to
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market that is not audited or reviewed by an external answer questions from security holders relevant to the
auditor. audit.
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material
effect on the price or value of its securities
5.1. A listed entity should have and disclose a written policy Compliant The Board has adopted a Continuous Disclosure Policy
for complying with its continuous disclosure obligations to ensure compliance with ASX Listing Rules continuous
under listing rule 3.1 disclosure obligations.
The Continuous Disclosure Policy is available on the
Website.
5.2. A listed entity should ensure that its board receives copies Compliant The Managing Director has ultimate authority and
of all material market announcements promptly after they responsibility for approving market disclosure which is
have been made. exercised in consultation with the Board and Company
Secretary.
In addition, the Board will also whether there are any
matters requiring continuous disclosure in respect of each
and every item of business that it considers.
5.3. A listed entity that gives a new and substantive investor Compliant The Company holds briefing sessions with analysts and
or analyst presentation should release a copy of the investors. Only authorised Company spokespersons may
presentation materials on the ASX Market conduct such sessions and all sessions with be conducted
Announcements Platform ahead of the presentation in accordance with the Company’s continuous disclosure
obligations.
Any new and substantive investor or analyst presentation
will be released on the ASX Market announcement
platform ahead of the presentation,
Principle 6 – Respect the rights of security holders
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A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders effectively.

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6.1. A listed entity should provide information about itself and Compliant The Company provides all relevant information about
its governance to investors via its website itself, the Board and the governance of the Company
generally, including all relevant policies and charters on
the Website.
6.2. A listed entity should have an investor relations program Compliant The Company has adopted a Shareholder Communication
that facilitates effective two- way communication with Policy which promotes two-way communication with the
investors. Company’s shareholders by attendance at the Company’s
general meetings, through publication of policies and
announcements on the Website and by direct electronic
communication.
6.3. A listed entity should disclose how it facilitates and Compliant The Shareholder Communication Policy encourages
encourages participation at meetings of security holders. participation at meetings of shareholders. The
Company invites all security holders to attend the
Company’s annual general meetings, either in
person, electronically or by representative.
Security holders also have an opportunity to submit
questions to the Board or the Company’s external auditor.
These rights and opportunities are outlined in the
Company’s Shareholder Communication Policy.
6.4. A listed entity should ensure that all substantive Compliant The Company will ensure all substantive resolutions at
resolutions at a meeting of security holders are decided by shareholder meetings will be decided by a poll and
a poll rather than by a show of hands. where practicable the company’s share registry will be in
attendance to ensure the independence of the poll and
accuracy of its results.
6.5. A listed entity should give security holders the option to Compliant The Shareholders have the option to receive all company
receive communications from, and send communications and share registry communications electronically and may
to, the entity and its security registry electronically. also communicate with the company by emailing the
Company via the website. All shareholoders can request
copies of ASX releases, all of which are pulished and
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available on the Compnay’s website immediately after
they are released to the ASX.
Principle 7 – Recognise and manage risk
A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
7.1. The board of a listed entity should: Non-Compliant The Board has not established a separate Audit and
Risk Committee , however the full Board operates under
(a) have a committee or committees to oversee risk, the adopted Company’s risk management framework as
each of which: outlined in relation to Recommendation 4.1.
(i) has at least three members, a majority of The Board is ultimately responsible for risk oversight
whom are independent directors; and and risk management. Discussions on the recognition
and management of risks are also considered at each
(ii) is chaired by an independent director, and Board meeting.
disclose
The Audit and Risk Committee charter is available on the
(iv) the charter of the committee; Website.
(v) the members of the committee; and
(vi) 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.
7.2. The board or a committee of the board should: Non-Compliant The Board and senior mamanegemtn reviuew and identify
risks to the Company and its assets on an ongoing basis as
(a) review the entity’s risk management framework at per the Audit and Risk Committee Charter. Any new risks
least annually to satisfy itself that it continues to be identified, or material changes to existing risks are reported
on at subsequent board meetings.
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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.
7.3. A listed entity should disclose: Non-Compliant The Board does not consider that the company’s
operations are of a size or complexity to require a
(a) if it has an internal audit function, how the function is dedicated internal audit function and that processes and
structured and what role it performs; or inherent risks are sufficiently transparent as to be identified
by board members.
(b) if it does not have an internal audit function, that fact
and the processes it employs for evaluating and Board members have sufficient access to management to
continually improving the effectiveness of its request an y information regarding the Company’s internal
governance, risk management and internal control control processes.
processes.
7.4. A listed entity should disclose whether it has any material Compliant The Board is responsible for assessing all material risks to
exposure to economic, environmental and social the Company’s operations, regularly updating that risk
sustainability risks and, if it does, how it manages or profile from time to time and implementing processes and
intends to manage those risks. procedures to manage those risks.
The Board regularly assesses rick which includes and is
not limited to , credit, economic, liquidity, operational,
environmental, OH&S, regulatory,market related,
technology, social sustainability, HR, product, brand and
reputation.
Risks are identified and reported in accordance with the
Company’s Risk Management Policy. Management
reports regularly to the Board as the effectiveness of the
Company’s management of its material busines risks.
The Risk Management Policy is available on the
company’s website.
Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to
attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders and with the
entity’s values and risk appetite.
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8.1.The board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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. Compliant		The Board has established a Remuneration and Nomination Committee as outlined in relation to Recommendation 4.1 that is responsible for providing recommendations to the Board for the appropriate remuneration of the Company’s executive directors, non- executive directors and executives. The Remuneration and Nomination Committee is governed by the Remuneration and Nomination Committee Charter, which is available on the Website.
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.	Compliant	The Company’s policies and practices regarding the remuneration of non-executive directors and executive directors and other executives is set out in the Company’s Remuneration and Nomination Committee Charter. Details of the current remuneration of the Company’s executive directors, non-executive directors and executives is available in the Company’s prospectus dated 14 December 2020 and will be set out in the Remuneration Reportcontainedin future annual reports.

	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.	Compliant	The Company’s Securities Trading Policy provides, among other things, that the Company’s directors, officers and employees must provide notification to the Chair and Company Secretary (or if the Chair, to the Board and the Company Secretary) prior to any proposed trading in securities. The Securities Trading Policy is available on the Website.