MARIMACA COPPER CORP. — Governance Information 2026

May 3, 2026

marimaca COPPER CORK

MC2 Corporate Governance Statement

Vancouver, British Columbia, May 4th, 2026 – Marimaca Copper Corp. ("Marimaca Copper" or the "Company") provides the following Corporate Governance Statement is current as at May 4, 2026, and has been approved by the Board of the Company.

It is the responsibility of the Board of Directors (Board) of Marimaca Copper Corp (the Company) to monitor the business affairs of the Company and to protect the rights and interests of the shareholders.

The Board believes that high standards of corporate governance are an essential prerequisite for creating sustainable value for shareholders. This Corporate Governance Statement sets out the Company's main corporate governance policies and practices which, unless otherwise stated, were in place for the entire year ended 31 December 2025. The policies and practices have aimed to ensure the implementation of a business strategy and an integrated framework of accountability over the Company's resources, functions and assets.

This Corporate Governance Statement discloses the extent to which the Company has followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (4th Edition) (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company has adopted in lieu of the recommendation.

This Corporate Governance Statement and further information about the Company's governance practices is set out on the Company's website at www.marimaca.com.

RECOMMENDATIONS (4th EDITION)

Principle	Compliance (Yes/No)	Comment
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.	Yes	The Company has an active and compliant Board Mandate, which is disclosed on the Company's website.
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	Yes	The Company's Nominations and Governance Committee Charter and Mandate complies with these recommendations. It is disclosed on the Company's website.

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Principle	Compliance (Yes/No)	Comment
(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 each director and senior executive setting out the terms of their appointment.	Yes	Each Director and Senior Executive has a written agreement setting out the terms of their appointment
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.	Yes	The Company Secretary role ensures proper procedural function, reporting and compliance for board matters.
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 / ASK 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. | Partially | (a) The Company has adopted a Diversity, Equity and Inclusion Policy which sets out the Company’s commitments and objectives respect of the diversity of its people. The Diversity, Equity and Inclusion Policy outlines the Company’s commitment to reduce and eliminate discrimination and bias from its workplaces. The Diversity, Equity and Inclusion Policy is available on the Company’s website.
(b) The Company’s Diversity, Equity and Inclusion Policy is reviewed and approved annually by the Board to ensure alignment with best practices and regulatory requirements.
(c) The Board has not yet set measurable objectives for achieving gender diversity. At this stage in the Company’s development, the Board does not consider it practicable to set measurable gender diversity objectives. In the event that the Company’s employee numbers grow to a level where it becomes practical, the Board will reconsider setting measurable objectives to assist the Company to achieve gender diversity and review the Company’s progress in meeting these objectives and the effectiveness of these objectives each year.
(d) The total proportion of men and women on the Board, in senior executive positions, and across the whole workforce is as follows. |
| | | Men
Women |
| | Board | 6
0 |
| | Senior Management | 5
0 |
| | | |
| | Whole Organisation | 49
13 |

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Principle	Compliance (Yes/No)	Comment
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 accordance with that process during or in respect of that period.	Yes	(a) The Company's Nominations and Governance Committee Charter and Mandate sets out the Committee’s responsibility for evaluating the performance of the Board, its committees and individual Directors on an annual basis.
(b) A formal evaluation of the Board took place during the reporting period.
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.	Yes	(a) The Company's Compensation Committee Charter and Mandate provides that the Company will evaluate the performance of the Company’s senior executives on an annual basis. This document is available on the Company’s website.
(b) A formal evaluation of the Senior Executives took place during the reporting period.
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.	Partially	The Board has appointed a dedicated Nominations and Governance Committee, which has authority and power to exercise the roles and responsibilities granted to it under the Nominations and Governance Committee Charter and Mandate and any other resolutions of the Board from time to time.

The Nominations and Governance Committee comprises Tim Petterson, Kieran Daly and Giancarlo Bruno. Tim Petterson, and Giancarlo Bruno are independent Non-Executive Directors, and the Committee has a majority of independent Non-Executive Directors. The Chair of the Nominations and Governance Committee is Tim Petterson, who is an independent Non-Executive Director.

The roles and responsibilities of the Nominations and Governance Committee are detailed in the Nominations and Governance Committee Charter and Mandate, which is available on the Company’s website. The Company’s Management Information Circular discloses director attendance at Board committee meetings. However, the Company’s Annual Information Form and Management Information Circular do not disclose the number of times the Nominations and Governance Committee met during the reporting period. |

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Principle	Compliance (Yes/No)	Comment
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.	No	Development of an updated Board skills matrix is underway in 2026 as the Company transitions from a focus on exploration, to development.
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.	Yes	(a) The Board considers that during the year ended 31 December 2025, Clive Newall, Tim Petterson, and Giancarlo Bruno Lagomarsino were independent Directors. Clive Newall retired as a director effective 27 March 2026.
(b) The Board is of the opinion that Clive Newall, Tim Petterson, and Giancarlo Bruno Lagomarsino’s interests do not compromise their independence, and the Board is comfortable that they have the capacity to bring an independent judgment to bear on issues put before the Board and act in the best interests of the entity and its security holders generally.
(c) The Company’s Annual Information Form discloses the length of service of each Director, as at the end of each financial year.
2.4 A majority of the board of a listed entity should be independent directors.	Yes	As at 31 December 2025, 3 out of 7 Directors were considered Independent. As at the date of publication of this document, 4 out of 6 Directors are considered Independent.
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.	Partially	As at 31 December 2025, Michael Haworth was Chairman of the Board. He was not Independent. Michael Haworth stepped down as Chairman on March 27^{th}, 2026. Mr. Haworth became Independent in March 2026. As at the date of publication of this document, Giancarlo Bruno Lagomarsino is Chairman of the Board. He is an Independent Director. He is not the CEO of the Company.
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.	Yes	The Nominations and Governance Committee is responsible for overseeing the development and implementation of orientation and ongoing education programs for directors. New directors are provided with orientation and education regarding the Company’s business and operations, and existing directors are provided with ongoing education to assist them in maintaining the skills and knowledge required to perform their roles effectively. Accordingly, the Company has a program for inducting new directors and for reviewing the ongoing professional development needs of existing directors.
3. Instil a culture of acting lawfully, ethically and responsibly
3.1 A listed entity should articulate and disclose its values.	Yes	The Company has articulated and disclosed its values in its Code of Business Conduct and Ethics. The Code reflects the Company’s core values of honesty, responsibility and fairness, and sets out the basic principles expected to guide the conduct of all directors, officers and employees of the Company and its subsidiaries and affiliates. The Company’s broader sustainability commitments also refer to values of honesty, integrity, transparency, responsibility and fairness. The Code of Business Conduct and Ethics is available on the Company’s website.

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Principle	Compliance (Yes/No)	Comment
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.	Yes	(a) The Company has adopted and disclosed a Code of Business Conduct and Ethics, which applies to all directors, officers and employees of the Company and its subsidiaries and affiliates. The Code sets out the basic principles expected to guide conduct across matters including compliance with laws, conflicts of interest, confidentiality, corporate opportunities, protection and proper use of Company assets, fair dealing, gifts and entertainment, dealings with governments and government officials, discrimination and harassment, health and safety, accurate records and reporting, and reporting illegal or unethical behaviour.
(b) The Code provides that material breaches are to be reported to the Board of Directors.
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.	Yes	(a) The Company has adopted and disclosed a Whistleblower Policy, which enables Company personnel to confidentially report suspected breaches of law, regulation or Company policies, including the Code of Business Conduct and Ethics. The policy also prohibits retaliation against persons who make reports in good faith.
(b) Reports may be made through designated reporting channels, including to the Chair of the Audit Committee. Complaints regarding accounting, internal accounting controls or auditing matters are investigated and resolved under the direction of the Audit Committee.
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.	Yes	(a) The Company has adopted and disclosed an Anti-Bribery and Corruption Policy. The policy applies to directors, employees, suppliers, consultants and joint venture partners who agree to be bound by it, and sets out the Company’s zero-tolerance approach to bribery and corruption.
(b) The policy requires actual or suspected breaches to be reported, provides for complaints to be investigated and appropriate action taken in accordance with the Whistleblower Policy, and states that all material breaches of the policy must be reported to the Board.
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	Partially	The Company has established an Audit and Risk Management Committee. The Audit and Risk Management Committee has three members, being Michael Haworth, Kieran Daly and Tim Petterson. Michael Haworth and Tim Petterson are independent Non-Executive Directors. The Audit and Risk Management Committee is chaired by Michael Haworth. Kieran Daly is not an independent Director and is not the Chair of the Board.
The roles and responsibilities of the Audit and Risk Management Committee are detailed in the Audit and Risk Management Committee Charter and Mandate, which is available on the Company’s website.
The Company’s Annual Information Form details the relevant qualifications and experience of the members of the Audit and Risk Management Committee. The Management Information Circular confirms the attendance rate of directors at Board committee meetings. However, the Annual Information Form and Management Information Circular do not detail the number of times the Audit and Risk Management Committee met during the reporting period.

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Principle	Compliance (Yes/No)	Comment
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.
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.	Yes	Prior to approving the Company's financial statements for a financial period, the Board will receive assurances from each of the Chief Executive Officer and the Chief Financial Officer, that in their opinion:
• the financial statements of the Company have been properly maintained;
• the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company; and
• their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
The Board also receives a recommendation from the Audit and Risk Committee to approve/not approve before approval is granted.
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.	Yes	The Company has adopted and disclosed a Disclosure Policy. The policy covers periodic and event-driven disclosure, including financial and non-financial disclosure, MD&A, annual and quarterly reports, news releases, shareholder communications, presentations, website content and other electronic communications.
The policy establishes a Disclosure Committee, comprising the Chief Executive Officer, Chief Financial Officer and General Counsel, which is responsible for overseeing the Company's disclosure, determining whether information is material, monitoring compliance with the policy, and ensuring the Board receives reports on material disclosure events.
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 the listing rules 3.1.	Yes	The Company's Disclosure Policy provides details on how the Company complies with its continuous disclosure obligations under the ASX Listing Rules.
A copy of the Disclosure Policy is available on the Company's website as part of the Corporate Governance Plan.
5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Yes	The Company's Disclosure Policy provides that the Disclosure Committee must ensure that the Board receives reports on any material disclosure event.
A copy of the Disclosure Policy is available on the Company's website as part of the Corporate Governance Plan.

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Principle	Compliance (Yes/No)	Comment
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.	Yes	The Company makes all investor presentations available to the market via the ASX Market Announcement Platform before they are delivered to investors.
The presentations are also publicly available via the Company’s website.
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.	Yes	Information about the Company and its governance is available on the Company’s website.
6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	Yes	The Company has adopted and disclosed an Investor Relations and Communications Policy. The policy is intended to facilitate effective two-way communication with shareholders, investors and other market participants.
The policy provides for investor communication through the Company’s website, market announcements, financial reports, investor presentations, shareholder meetings, direct investor engagement and contact with the Company’s investor relations function.
The policy is available on the Company website.
6.3 A listed entity should disclose how it facilitates and encourage participation at meetings of security holders.	Yes	The Company has adopted and disclosed an Investor Relations and Communications Policy. The policy provides that shareholders will be informed of meetings through the Company’s public disclosure channels and will be given reasonable opportunity to participate in shareholder meetings.
The policy also provides for shareholder participation through voting procedures, access to meeting materials and the ability to submit questions or otherwise communicate with the Company in connection with shareholder meetings.
The policy is available on the Company website.
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.	Yes	Substantive resolutions at a meeting of security holders are decided by poll.
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.	Yes	The Company gives security holders the option to receive communications from, and send communications to, the Company electronically, including through its website, investor relations contact details and electronic shareholder communication channels.
The Company’s transfer agent and registrar is Computershare, which supports electronic shareholder communications and registry interactions. The Company’s investor materials, reports, announcements and governance documents are also made available electronically through the Company’s website.

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Principle	Compliance (Yes/No)	Comment
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.	Partially	The Company has an Audit and Risk Management Committee. The Audit and Risk Management Committee has three members, being Michael Haworth, Kieran Daly and Tim Petterson, all of whom are Non-Executive Directors. Michael Haworth and Tim Petterson are independent Non-Executive Directors. The Audit and Risk Management Committee is chaired by Michael Haworth. Michael Haworth is an independent Director.

The roles and responsibilities of the Audit and Risk Management Committee are detailed in the Audit and Risk Management Committee Charter and Mandate, which is available on the Company's website. The Audit and Risk Management Committee is responsible for assisting the Board in overseeing the Company's internal controls and management of financial, operational and compliance risks.

The Management Information Circular confirms the attendance rate of directors at all Board committee meetings, but the Annual Information Form and Management Information Circular do not detail the number of times the Audit and Risk Management Committee met throughout the year. |
| 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. | Yes | The Audit and Risk Management Committee Charter and Mandate provides for the Committee to assist the Board in overseeing the Company's internal controls and management of financial, operational and compliance risks.

Following a review of the entity's risk management framework, the Company's MD&A includes Company's MD&A includes disclosure of principal risks facing the Company and describes management of specific financial risks, including currency risk and liquidity risk. The MD&A also states that management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting as at 31 December 2025. |
| 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 risk management and internal control processes. | Yes | Responsibility for risk management and internal control rests with senior management, with oversight from the Audit Committee. The Audit Committee reviews the effectiveness of the Company's risk management and internal control framework and may engage external advisors where appropriate. The Company also uses an external consultant to review internal processes and controls, focused principally on compliance of its Anti-Bribery and Corruption Policy in addition to its Crime Prevention Policy. |

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Principle	Compliance (Yes/No)	Comment
7.4 A listed entity should disclose whether it has any material exposure to environmental and social risks and, if it does, how it manages or intends to manage those risks.	Yes	The Company discloses that it has material exposure to environmental and social risks through its MD&A risk factor disclosure.
The MD&A also describes how the Company manages or intends to manage these risks.
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.	Partially	The Company has established a Compensation Committee. The Compensation Committee has three members, being Tim Petterson, Kieran Daly and Giancarlo Bruno. Tim Petterson and Giancarlo Bruno are independent Non-Executive Directors. The Compensation Committee is chaired by Tim Petterson. Kieran Daly is not an independent Director.
The roles and responsibilities of the Compensation Committee are detailed in the Compensation Committee Charter and Mandate, which is available on the Company’s website. The Committee is responsible for reviewing and making recommendations to the Board regarding executive remuneration, equity-based compensation and other compensation-related matters.
The Management Information Circular confirms the attendance rate of directors at all Board committee meetings. However, the Annual Information Form and Management Information Circular do not detail the number of times the Compensation Committee met during the reporting period.
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.	Yes	The Company discloses its remuneration policies and practices for directors and senior executives in its Management Information Circular.
The Management Information Circular separately describes non-executive director compensation, executive compensation, incentive arrangements and equity-based compensation, including the Company’s approach to determining compensation for directors and officers.
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.	Yes	The Company has an equity-based remuneration scheme and has adopted an Insider Trading and Blackout Policy.
The Insider Trading and Blackout Policy prohibits directors, officers and employees from entering into transactions that hedge or offset a decrease in the market value of Company securities, including securities granted as compensation or otherwise held directly or indirectly by the person. This addresses the use of derivatives or other arrangements to limit the economic risk of participating in an equity-based remuneration scheme.

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Principle	Compliance (Yes/No)	Comment
9. 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.	N/A	The Board and security holder meetings are conducted in English, and the Company's key corporate documents are prepared in English.
All Directors are fluent in English.
9.2 A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	Yes	The Company is established outside Australia and is therefore subject to Recommendation 9.2.
The Company's Management Information Circular discloses the place and time of its annual meeting of shareholders.
The Company's practice is to hold shareholder meetings at a reasonable place and time having regard to its Canadian incorporation, TSX listing, ASX listing and Australian CDI holder base.
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.	No	The Company is established outside Australia and has an AGM. Accordingly, Recommendation 9.3 applies.
Under the BCBCA, the auditor is not required to attend an annual general meeting, unless a registered shareholder requires the auditor's attendance by written notice given to the Company at least five days before the meeting. Registered shareholders are able to raise and provide questions relevant to the audit at the AGM.