MIDAS MINERALS LTD — Governance Information 2023

Mar 30, 2023

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Corporate Governance Statement 2022

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CONTENTS

Principle 1: Lay solid foundations for management and oversight ................................................. 3 Principle 2: Structure the Board to be effective and add value ........................................................ 6 Principle 3: Instil a culture of acting lawfully, ethically, and responsibly ....................................... 8 Principle 4: Safeguard the integrity of corporate reports ................................................................. 9 Principle 5: Make timely and balanced disclosure ........................................................................... 10 Principle 6: Respect the rights of security holders ......................................................................... 11 Principle 7: Recognise and manage risk........................................................................................... 11 Principle 8: Remunerate fairly and responsibly ............................................................................... 13 ANNEXURE A: BOARD SKILLS MATRIX ........................................................................................... 15

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This Corporate Governance Statement reports the governance processes and procedures in place at Midas Minerals Ltd (“Midas” or the “Company”) as at 31 March 2023 and has been approved by the Board of the Company on that date.

The Board has considered and reports against the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition ( Recommendations ). The Recommendations articulate eight core principles of good corporate governance and for each of those principles, recommendations as to their implementation. Adoption of the recommendations is not compulsory, however under the ASX Listing Rules a listed entity is required to provide an annual statement disclosing the extent to which it has adopted the recommendations for the reporting period and, if applicable, the reasons for not following any recommendation.

The Company’s key corporate governance policies and procedures are available on the Company’s website at https://midasminerals.com/corporate-governance/ and should be read in conjunction with the directors’ report and the remuneration report contained in the Company’s annual report.

Recommendations Comply Explanation

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

Recommendation 1.1
A listed entity should have and disclose a board	Yes	The Company has adopted a Board Charter that sets out the
charter setting out:		specific roles and responsibilities of the Board, the Chair and
(a) the respective roles and responsibilities of its Board and management; and		management and includes a description of those matters expressly reserved to the Board and those delegated to management.
(b) those matters expressly reserved to the Board and those delegated to management.		The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles
		and responsibilities of the Chairman and Company Secretary,
		the establishment, operation and management of Board
		Committees, Directors’ access to Company records and
		information, details of the Board’s relationship with management,
		details of the Board’s performance review and details of the
		Board’s disclosure policy.
		In addition to decisions requiring approval pursuant to the
		respective Committee Charters, the following decisions must be
		approved by the Board:
		(a) Directors acquiring or selling shares of the Company;
		(b) issuing shares of the Company;
		(c) acquiring, selling or otherwise disposing of property in
		excess of the amount set out in the Company's approval
		matrix;
		(d) founding, acquiring or selling subsidiaries of or any
		company within the Company, participating in other
		companies, or dissolving or selling the Company's
		participation in other companies (including project joint
		ventures);
		(e) acquiring or selling patent rights, rights in registered
		trademarks, licences or other intellectual property rights of
		the Company;
		(f) founding, dissolving or relocating branch offices or other
		offices, plants and facilities;
		(g) starting new business activities, terminating existing
		business activities or initiating major changes to the field of
		the Company's business activities;
		(h) approving and/or altering the annual business plan
		(including financial planning) for the Company or any part of

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Recommendations	Comply	Explanation
		the Company;
		(i) taking or granting loans which exceed the amount set out in
		the Company's approval matrix (including, without limitation,
		the placing of credit orders, issuing of promissory notes or
		loans against IOUs);
		(j) granting securities of any type;
		(k) granting loans to Company officers or employees and
		taking over guarantees for the Company's officers and
		employees;
		(l) entering into agreements for recurring, voluntary, or
		additional social benefits, superannuation agreements or
		agreements for general wage and salary increases;
		(m) determining the total amount of bonuses and gratuities for
		Company officers and employees;
		(n) determining the appointment, termination, prolongation of
		employment or amendment to conditions of employment of
		members of the Board of Directors; and
		(o) granting or revoking a power of attorney or limited authority
		to sign and/or act on behalf of the Company.
		A copy of the Company’s Board Charter is available on the
		Company’s website.
Recommendation 1.2
A listed entity should:	Yes	The Company has guidelines for the appointment and selection
(a) undertake appropriate checks before		of the Board and senior executives.
appointing a director or senior executive or		The Company’s Remuneration and Nomination Committee
putting someone forward for election as a		Charter requires the Remuneration and Nomination Committee
director; and		(or, in its absence, the Board) to ensure appropriate checks
(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.		(including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election as a Director for the first time. In the event of an unsatisfactory check, a Director is
		required to submit their resignation.
		Midas confirms that such checks were carried out in respect of
		the Managing Director appointed during 2022.
		Under the Remuneration and Nomination Committee Charter, all
		material information relevant to a decision on whether or not to
		elect or re-elect a Director must be provided to security holders
		in the Notice of Meeting containing the resolution to elect or re-
		elect a Director.
Recommendation 1.3
A listed entity should have a written agreement	Yes	The Company’s Remuneration and Nomination Committee
with each Director and senior executive setting out		Charter requires the Remuneration and Nomination Committee
the terms of their appointment.		(or, in its absence, the Board) to ensure that each Director and
		senior executive is personally a party to a written agreement with
		the Company which sets out the terms of that Director’s or senior
		executive’s appointment.
		The Company has written agreements with each of its Directors
		and senior executives.

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Recommendations

Comply Explanation

Recommendation 1.4

The Company Secretary of a listed entity should be Yes accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

The Board Charter outlines the roles, responsibilities, and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

Recommendation 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 the Workplace Gender Equality 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.

No

The Company has adopted a Diversity Policy which provides a framework for the Company to establish, achieve and measure diversity objectives, including in respect of gender diversity. The Diversity Policy is available on the Company’s website.

The Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate, and to continually monitor both the objectives, if any have been set, and the Company’s progress in achieving them.

Measurable diversity objectives for each financial year (if any), and the Company’s progress in achieving these, will be detailed in the Company’s Annual Report.

If it becomes necessary to appoint new Directors or key management personnel, the Board will consider the application of the measurable diversity objectives and determine whether, given the small size of the Company and the Board, requiring specified objectives to be met will unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing the best person for the job.

As at the date of this Statement, the respective proportions of men and women on the Board, senior management and across the whole organisation is outlined below:

		Employees	Senior Managers	Board	Total
	# Female	1	1	1	3
	% Female	100%	25%	25%	33%
	# Male % Male	0 -	3 75%	3 75%	6 66%
	# Total	1	4	4	9

Recommendation 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.

Yes The Company’s Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor.

The Company’s Performance Evaluation Policy requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period.

A formal Director performance evaluation was conducted internally in relation to the 2022 calendar year with the assistance of an independent external facilitator which followed the process outlined in the Performance Evaluation Policy. The

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Recommendations	Comply	Explanation
		process evaluated the Board as a whole, individual directors, the
		Chair and the Company Secretary.
Recommendation 1.7
A listed entity should:	Yes	The Company’s Remuneration and Nomination Committee (or,
(a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and		in its absence, the Board) is responsible for evaluating the performance and remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the
(b) disclose for each reporting period whether a		Corporations Act), other than a non-executive Director.
performance evaluation has been undertaken in accordance with that process during or in respect of that period.		The Performance Evaluation Policy requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period.
		Performance evaluations of the senior executives were carried
		out by the Managing Director (and the Board in respect of the
		Managing Director) in respect of the 2022 calendar year in
		accordance with the Performance Evaluation Policy.
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1
The Board of a listed entity should:	Yes	The Company does not have a separate Nomination Committee.
(a) have a nomination committee which:		The roles and responsibilities of a nomination committee are currently undertaken by the Board.
(1) has at least three members, a majority of whom are independent Directors; and		The Company’s Remuneration and Nomination Committee Charter provides for the creation of a Remuneration and
(2) is chaired by an independent Director,		Nomination Committee (if it is considered it will benefit the
(3) and disclose:		Company), with at least three members, a majority of whom are independent Directors, which must be chaired by an
(4) the charter of the committee;		independent Director.
(5) the members of the committee; and		The Company does not have a Nomination Committee as the Board considers that the Company will not currently benefit from
(6) as at the end of each reporting period, the		its establishment. In accordance with the Company’s Board
number of times the committee met		Charter, the Board carries out the duties that would ordinarily be
throughout the period and the individual		carried out by the Nomination Committee under the
attendances of the members at those		Remuneration and Nomination Committee Charter, including the
meetings; or		following processes to address succession issues and to ensure
(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to		the Board has the appropriate balance of skills, experience, independence, diversity and knowledge of the entity to enable it to discharge its duties and responsibilities effectively:
ensure that the Board has the appropriate		(a) devoting time at least annually to discuss Board succession
balance of skills, knowledge, experience,		and independence issues, and to evaluate the mix of skills,
independence, and diversity to enable it to		experience, expertise and diversity of the existing Board
discharge its duties and responsibilities		and those desired by the Board by updating the Company’s
effectively.		Board skills matrix; and
		(b) all Board members being involved in the Company’s
		nomination process, to the maximum extent permitted
		under the Corporations Act and ASX Listing Rules.
Recommendation 2.2
A listed entity should have and disclose a Board	Yes	The Board is structured to facilitate the effective discharge of its
skills matrix setting out the mix of skills that the		duties and to add value through its deliberations. It seeks to
Board currently has or is looking to achieve in its		achieve a Board composition with a balance of diverse attributes
membership.		relevant to the Company's operations and markets, including
		skills sets, background, gender, geography and industry
		experience. The mix of skills comprised in the current Board, and

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Recommendations	Comply	Explanation
		that the Board would look to maintain and to build on, is set out
		in the Board Skills Matrix at Annexure A. An assessment of the
		skills and experience of the Board is undertaken in relation to the
		matrix annually, to ensure that Board continues to meet the
		current and evolving needs of the Company and the corporate
		landscape in which it operates.
		Profiles of each of the Directors, setting out their skills,
		experience and period of office, are including in the 2022 Annual
		Report.
Recommendation 2.3
A listed entity should disclose:	Yes	The Board Charter requires the disclosure of the names of
(a) the names of the directors considered by the		Directors considered by the Board to be independent.
board to be independent directors;		The Board is comprised of the following Directors:
(b) if a director has an interest, position or relationship of the type described in Box 2.3,		Name Role Independent Date appointed
but the board is of the opinion that it does not compromise the independence of the director,		Sara Kelly Non-Exec Chair Yes 21/06/2021
the nature of the interest, position or		Mark Managing Director No 1/07/2022
relationship in question and an explanation of		Calderwood
why the board is of that opinion; and		Michael Naylor Non-Exec Director Yes 23/03/2018
(c) the length of service of each director.		Michael Wilson Non-Exec Director Yes 21/06/2021
		The Non-Executive Directors are considered to be independent
		notwithstanding they hold performance rights in the Company,
		as these have no individual performance-based milestones (only
		milestones linked to the Company’s general share price
		performance and the individual’s service). Mr Naylor is also a
		director of Belltree Corporate Pty Ltd, an entity which provides
		company secretarial services to the Company, however this
		business relationship is not material and does not interfere with
		Mr Naylor’s capacity to bring independent judgement to bear on
		issues before the Board and act in the best interests of the entity
		as a whole.
		The Board assesses the independence of Directors annually, or
		more frequently if circumstances require. The Company’s Annual
		Report will disclose the length of service of each Director, as at
		the end of each financial year.
		A copy of the definition of independence adopted by the
		Company is annexed to the Board Charter at Annexure A,
		available on the Company's "Corporate Governance" page of the
		Company's website at midasminerals.com.
Recommendation 2.4
A majority of the Board of a listed entity should be	Yes	The Company’s Board Charter provides that the majority of
independent Directors.		Directors shall be independent, non-executive Directors at a time
		when the size of the Company and its activities warrants such a
		structure.
		The Board currently comprises four directors of whom three are
		considered to be independent. Mark Calderwood is not
		considered independent due to his Managing Director role.
		As such, independent directors currently comprise the majority of
		the Board.

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Recommendations	Comply	Explanation
Recommendation 2.5
The chair of the board of a listed entity should be	Yes	The Board Charter provides that, where practical, the Chair of
an independent director and, in particular, should		the Board should be an independent Director and should not be
not be the same person as the CEO of the entity.		the CEO/Managing Director.
		The Chair of the Company is Sara Kelly, an independent Non-
		Executive Director.
Recommendation 2.6
A listed entity should have a program for inducting	Yes	In accordance with the Company’s Remuneration and
new directors and for periodically reviewing		Nomination Committee Charter, the Remuneration and
whether there is a need for existing directors to		Nomination Committee (or, in its absence, the Board) is
undertake professional development to maintain		responsible for the approval and review of induction and
the skills and knowledge needed to perform their		continuing professional development programs and procedures
role as directors effectively.		for Directors to ensure that they can effectively discharge their
		responsibilities. The Company Secretary is responsible for
		facilitating inductions and professional development including
		receiving briefings on material developments in laws,
		regulations, and accounting standards relevant to the Company.
Principle 3: Instil a culture of acting lawfully, ethically, and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its	Yes	The Company is committed to conducting all of its business
values.		activities fairly, honestly with a high level of integrity, and in
		compliance with all applicable laws, rules, and regulations. The
		Board, management and employees are dedicated to high
		ethical standards and recognise and support the Company’s
		commitment to compliance with these standards.
		The Company’s values are set out in its Statement of Values and
		are available on the Company’s website, midasminerals.com. All
		employees are given appropriate training on the Company’s
		values and senior executives will continually reference such
		values.
Recommendation 3.2
A listed entity should:	Yes	The Company’s Code of Conduct applies to the Company’s
(a) have and disclose a code of conduct for its		Directors, senior executives, and employees.
directors, senior executives, and employees;		The Company’s Code of Conduct is available on the Company’s
and		website, midasminerals.com. Any material breaches of the Code
(b) ensure that the board or a committee of the board is informed of any material breaches of		of Conduct are reported to the Board or a committee of the Board.
that code.
Recommendation 3.3
A listed entity should:	Yes	The Company’s Whistleblower Protection Policy is available on
(a) have and disclose a whistleblower policy; and		the Company’s website, midasminerals.com. Any material breaches of the Whistleblower Protection Policy are to be
(b) ensure that the board or a committee of the		reported to the Board or a committee of the Board.
board is informed of any material incidents
reported under that policy.

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Recommendations	Comply	Explanation
Recommendation 3.4
A listed entity should:	Yes	The Company’s Anti-Bribery and Anti-Corruption Policy is
(a) have and disclose an anti-bribery and corruption policy; and		available on the Company’s website. Any material breaches of the Anti-Bribery and Anti-Corruption Policy are to be reported to the Board or a committee of the Board.
(b) ensure that the board or committee of the
board is informed of any material breaches of
that policy.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The Board of a listed entity should:	Yes (b)	The Board considers that the Company is not currently of a size,
(a) have an audit committee which:		nor are its affairs of such complexity to justify having a separate audit committee. The full Board carries out the duties that would
(1) has at least three members, all of whom		ordinarily be assigned to the audit committee, in accordance with
are non-executive directors and a		the Audit and Risk Committee Charter.
majority of whom are independent directors; and		The procedures detailed in the Audit and Risk Committee Charter continue to be relevant and outline the process
(2) is chaired by an independent director,		employed by the board of directors to independently verify and
who is not the chair of the board,		safeguard the integrity of its corporate reporting. The processes
and disclose:		for the appointment and removal of the external auditor and the rotation of the audit engagement partner are set out in the
(3) the charter of the committee;		Company’s Policy on Selection, Appointment and Rotation of External Auditor, a copy of which is available on the Company’s
(4) the relevant qualifications and		website.
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.
Recommendation 4.2
The Board of a listed entity should, before it	Yes	The Company’s Risk Management Policy requires the Managing
approves the entity’s financial statements for a		Director and CFO (or, if none, the person(s) fulfilling those
financial period, receive from its CEO and CFO a		functions) to provide a written declaration of assurance that in
declaration that the financial records of the entity		their opinion, the financial records of the Company for any
have been properly maintained and that the		financial period have been properly maintained, comply with the
financial statements comply with the appropriate		appropriate accounting standards and give a true and fair view of
accounting standards and give a true and fair view		the financial position and performance of the Company and has
of the financial position and performance of the		been formed on the basis of a sound system of risk management
entity and that the opinion has been formed on the		and internal control which is operating effectively.
basis of a sound system of risk management and
internal control which is operating effectively.

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Recommendations	Comply	Explanation
Recommendation 4.3
A listed entity should disclose its process to verify	Yes	The Company produces a number of periodic reports, including
the integrity of any periodic corporate report it		its Annual Report, Half-year financial report and quarterly activity
releases to the market that is not audited or		and cash flow reports. The Company has in place processes to
reviewed by an external auditor.		review and confirm the accuracy and reasonableness of the
		disclosures contained in these reports at both management and
		Board level, including where a corporate report of this type is not
		subject to audit or review by an external auditor. Management
		prepares the disclosures in these reports whereby subject matter
		experts and the relevant executives review and approve the
		disclosures which are then reviewed by the Company's
		Managing Director and approved by the Board. In the event
		further legal or financial review is required, the proposed
		disclosure is run past the Company's advisors, lawyers or
		auditors (as appropriate) for review.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a written	Yes	Company has established a Continuous Disclosure Policy which
policy for complying with its continuous disclosure		is designed to guide compliance with ASX Listing Rule
obligations under listing rule 3.1.		disclosure requirements, and to ensure that all Directors, senior
		executives and employees of the Company understand their
		responsibilities under the policy. The Continuous Disclosure
		Policy is available on the Company's website,
		midasminerals.com.
		The Continuous Disclosure Policy:
		(a) raises awareness of the Company's obligations under the
		continuous disclosure regime;
		(b) establishes a process to ensure that information about the
		Company which may be market sensitive and which may
		require disclosure is brought to the attention of the
		Company Secretary or Non-Executive Chair, being the
		person/s primarily responsible for ensuring the Company
		complies with its continuous disclosure obligations, in a
		timely manner and is kept confidential; and
		(c) sets out the obligation of Directors, officers and employees
		of the Company to ensure that the Company complies with
		its continuous disclosure obligations.
		The Board has designated the Company Secretary as the
		person primarily responsible for ensuring that the Continuous
		Disclosure Policy is implemented, and that all relevant
		information is disclosed as required.
		In accordance with the Company's Continuous Disclosure Policy,
		all information provided to ASX for release to the market is also
		posted to the Company's website.
Recommendation 5.2
A listed entity should ensure that its board receives	Yes	Under the Company’s Continuous Disclosure Policy, all
copies of all material market announcements		members of the Board will receive material market
promptly after they have been made.		announcements promptly after they have been made.

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Recommendations	Comply	Explanation
Recommendation 5.3
A listed entity that gives a new and substantive	Yes	The Board has appointed the Company Secretary as the person
investor or analyst presentation should release a		responsible for communicating with ASX and overseeing and
copy of the presentation materials on the ASX		coordinating the timely disclosure of information to ASX, subject
Market Announcements Platform ahead of the		to prior review and approval of all announcements by the
presentation.		Directors. The Company Secretary ensures any substantive
		presentations are released to the ASX Market Announcements
		Platform ahead of the presentation and in accordance with the
		Continuous Disclosure Policy of the Company, a copy of which is
		available on the Company's website.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about	Yes	Information about the Company and its governance is available
itself and its governance to investors via its		in the Corporate Governance Statement which can be found on
website.		the Company’s website.
Recommendation 6.2
A listed entity should have an investor relations	Yes	The Company has adopted a Shareholder Communications
program that facilitates effective two-way		Policy which aims to promote and facilitate effective two-way
communication with investors.		communication with investors. The Policy outlines a range of
		ways in which information is communicated to shareholders and
		is available on the Company’s website.
Recommendation 6.3
A listed entity should disclose how it facilitates and	Yes	Shareholders are encouraged to participate at all general
encourages participation at meetings of security		meetings and AGMs of the Company. Upon the despatch of any
holders.		notice of meeting to Shareholders, the Company Secretary shall
		send out material stating that all Shareholders are encouraged to
		participate at the meeting. Refer to the Company’s Shareholder
		Communications Policy available on the Company’s website.
Recommendation 6.4
A listed entity should ensure that all substantive	Yes	The Company ensures that all substantive resolutions at a
resolutions at a meeting of security holders are		meeting of security holders are decided by poll rather than by a
decided by a poll rather than by a show of hands.		show of hands hand.
Recommendation 6.5
A listed entity should give security holders the	Yes	The Shareholder Communication Plan provides that, through the
option to receive communications from, and send		Company's share registry, all shareholders are given the option
communications to, the entity and its security		to receive communications from the Company electronically.
registry electronically.		Shareholder queries should be referred to the Company
		Secretary at first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:	Yes (b)	The Company does not have a Risk Management Committee as
(a) have a committee or committees to oversee risk, each of which:		the Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify having a separate risk committee.

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Recommendations	Comply		Explanation
(1) has at least three members, a majority of		The Board is ultimately responsible for risk oversight and risk
whom are independent directors; and		management in accordance with the Company’s Risk
(2) is chaired by an independent director,		Management Policy and Audit and Risk Committee Charter. Discussions on the recognition and management of risks are
and disclose:		considered by the Board.
(3) the charter of the committee;		In conjunction with the other corporate governance policies, the
(4) the members of the committee; and		Company has adopted a Risk Management Policy designed to assist the Company to identify, assess, monitor and manage its
(5) as at the end of each reporting period, the number of times the committee met		business risk, including any material changes to its risk profile. The Board devotes time during Board meetings to ensuring that
throughout the period and the individual attendances of the members at those		the Company maintains effective risk management and internal control systems and processes.
meetings; or
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose
that fact and the process it employs for
overseeing the entity’s risk management
framework.
Recommendation 7.2
The board or a committee of the Board should:	Yes	The Audit and Risk Committee Charter requires that the Audit
(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		and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board.
set by the board; and		The Company’s Risk Management Policy requires the Company
(b) disclose in relation to each reporting period, whether such a review has taken place.		to disclose at least annually whether such a review of the Company’s risk management framework has taken place.
		A review of the Company’s risk management framework took
		place during the reporting period.
Recommendation 7.3
A listed entity should disclose:	Yes	The Company will not have an internal audit function until the
(a) if it has an internal audit function, how the function is structured and what role it		Company’s operations are of a sufficient number and magnitude to be of benefit to the Company.
performs; or		In conjunction with the other corporate governance policies, the
(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.		Company has adopted an Audit and Risk Committee Charter and Risk Management Policy which are designed to assist the Company to identify, assess, monitor and manage its business risk, including any material changes to its risk profile. The Board devotes time during Board meetings to ensuring that the Company maintains effective risk management and internal
		control systems and processes.
Recommendation 7.4
A listed entity should disclose whether it has any	Yes	The Company identifies and manages material exposure to
material exposure to environmental or social risks		environmental and social risks in a manner consistent with its
and, if it does, how it manages or intends to		Risk Management Policy, which is available on the Company's
manage those risks.		website, www.midasminerals.com.
		As a metals exploration company, the Company faces inherent
		risks in its activities, including environmental and social risks,
		which may materially impact the Company’s ability to create or
		preserve value for security holders over the short, medium or
		long term. A summary of the Company’s material business risks
		is set out in the 2022 Annual Report.

MIDAS MINERALS LTD | 2022 CORPORATE GOVERNANCE STATEMENT | 12

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Recommendations	Comply	Explanation
		The Company has, and continues to, undertake various
		organisation wide risk reviews to identify potential business risks.
		The effectiveness of the controls in place to address each risk is
		reviewed on a regular basis and, where the residual risk is
		considered outside of acceptable limits, further controls and risk
		mitigation measures are developed and implemented.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:	Yes (b)	Refer to the Company’s Remuneration and Nomination
(a) have a remuneration committee which:		Committee which is available on the Company’s website.
(1) has at least three members, a majority of whom are independent directors; and		The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify having a separate remuneration committee.
(2) is chaired by an independent director,		The Board as a whole performs the function of the Remuneration
and disclose:		Committee which includes setting the Company's remuneration
(3) the charter of the committee;		structure, determining eligibilities to incentive schemes, assessing performance and remuneration of senior management
(4) the members of the committee; and		and determining the remuneration and incentives of the Board.
(5) as at the end of each reporting period, the number of times the committee met		The Board may obtain external advice from independent consultants in determining the Company's remuneration
throughout the period and the individual attendances of the members at those		practices, including remuneration levels, where considered appropriate.
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.
Recommendation 8.2
A listed entity should separately disclose its	Yes	The Company’s policies and practices regarding the
policies and practices regarding the remuneration		remuneration of Directors and senior executives are set out in
of non-executive directors and the remuneration of		the Board Charter and Remuneration and Nomination
executive directors and other senior executives.		Committee Charter.
		Non-Executive Directors are paid a fixed annual fee for their
		service to the Company as Non-Executive Directors. Executive
		Directors of the Company typically receive remuneration
		comprising a base salary component and equity-based
		remuneration incentive. Directors and senior executives are
		entitled to participate in the Company’s equity-based incentive
		plan, having regard to their role, experience, and contribution to
		the Company.
		The remuneration paid to Directors and senior executives in
		respect of the 2022 year is disclosed in the remuneration report
		contained in the Company’s Annual Report.
Recommendation 8.3
A listed entity which has an equity-based	Yes	The Company has an equity-based remuneration scheme. The
remuneration scheme should:		Company has adopted a Securities Trading Policy which
(a) have a policy on whether participants are permitted to enter into transactions (whether		provides that participants must not engage in hedging arrangements, deal in derivatives, or enter into other

MIDAS MINERALS LTD | 2022 CORPORATE GOVERNANCE STATEMENT | 13

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Recommendations	Comply	Explanation
through the use of derivatives or otherwise)		arrangements which vary economic risk related to the
which limit the economic risk of participating in		Company's securities.
the scheme; and		The Company’s Securities Trading Policy is available on the
(b) disclose that policy or a summary of it.		Company’s website, www.midasminerals.com.

MIDAS MINERALS LTD | 2022 CORPORATE GOVERNANCE STATEMENT | 14

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ANNEXURE A: BOARD SKILLS MATRIX

Board members were asked to reflect on and rate their level of experience in each skill area as:

Skills and Experience Key 5 = Very experienced 4 = Experienced 3 = Sufficient 2 = Limited experience 1 = No experience

Skills and Experience	Importance	Current outcomes
Operational Management	A Director or Senior Executive with operational
Operational management experience as either a director or executive in mining exploration and development.	management experience, ideally of a mining exploration and development company, will assist with contract negotiations, project management, financial planning and risk management strategies, leadership and
	organisational planning.
Exploration and Geology	Experience as a director or executive with value-add
Direct experience in the operational and technical aspects of exploration programs and project development.	exploration programs, resources and reserves development, and development of mining operations, is important to assist the Board with exploration planning and strategy.
Mining Engineering	As Midas Minerals transitions from explorer to project
Been a former or current mining executive with exposure to mining and associated engineering challenges	developer, a director's understanding and appreciation of mining engineering, design, method and risk will be an essential component to ensure the Company's operational and financial success.
Project Delivery	Experience overseeing the execution of mining
Been a former or current mining executive with project delivery experience.	exploration projects and a strong understanding of the complexities of project management and delivery will ensure outcomes adhere with the Company's strategic direction, mitigating exposure to risk and executing
	projects on time, on budget and in line with industry best
	practice standards.
Finance	Financial acumen, demonstrated by a director’s
Former or current CFO role, or professional experience in corporate finance, financial accounting, reporting and treasury.	experience in financial accounting and reporting, corporate finance and internal financial controls, provides the director with the tools to interpret financial performance, contribute to financial planning, oversee budgets and funding arrangements, apply discipline in
	costs control, and rigour in risk identification and
	mitigation.
Corporate Governance	A director or executive's ability to implement high
A director or senior executive with	standards of governance, protect the interests of
experience sitting on or interacting directly with a Board and dealing with all areas of corporate governance.	shareholders, improve Board effectiveness, and manage risk, will ensure Midas Minerals operates effectively, transparently, and in the best interests of its stakeholders.
Equity Capital Markets	Relevant experience in capital management strategies
Experience with capital management strategies and fundraisings (including	informs the Board as to complex financial, regulatory and operational issues.
debt financing and capital raisings).

MIDAS MINERALS LTD | 2022 CORPORATE GOVERNANCE STATEMENT | 15

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Skills and Experience	Importance	Current outcomes
Legal	A director's relevant legal knowledge, experience in
Knowledge of relevant laws and regulatory frameworks, and an ability to identify and oversee the Company’s management of its legal and contractual obligations and compliance management.	managing compliance and navigating ASX rules and regulations, will assist in ensuring Company compliance with laws and regulations applicable to listed resources entities, including financial and corporate business activities. Such experience also contributes to the Board's understanding of the role of directors and the Board's legal responsibilities.
Commercial Negotiation	Relevant experience in identifying and facilitating
Experience with negotiating contracts, and assessing capital projects, investments and merger and acquisition opportunities and joint ventures, and	opportunities, negotiating contracts, and assessing and implementing mergers, acquisitions and joint venture transactions, will inform the Board of complex financial, regulatory and operational issues.
their financing and performance.
International Jurisdiction Experience	A Director with experience in international jurisdictions
Director or Executive experience working in a foreign jurisdiction or sitting on the Board of a global company.	(preferably Canada) can provide guidance to the Company on matters including: knowledge of local laws and regulations, cultural understanding, strategic insights, access to local networks and other matters that
	arise when doing business in foreign countries.
Health, Safety, Environment and	Experience of a director related to workplace
Community (HSEC)	environmental compliance, and community relations and
Experience in integrating HSEC principles into decision making and proactive identification and prevention of HSEC risk.	governance affairs, is integral to the critical evaluation of frameworks and processes designed to ensure that all regulatory obligations are met and Midas Minerals' social licence to operate in the communities in which it
	operates, is earned and further developed.

MIDAS MINERALS LTD | 2022 CORPORATE GOVERNANCE STATEMENT | 16

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Midas Minerals Limited

ABN/ARBN 33 625 128 770	Financial year ended:
33 625 128 770	31 December 2022

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

These pages of our ☐ annual report: This URL on our ☒ https://www.midasminerals.com/corporate/corporate-governance/ website:

The Corporate Governance Statement is accurate and up to date as at 31 March 2023 and has been approved by the board.

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

Date: 31 March 2023 Name of authorised officer Maddison Cramer, 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 recommendation in full for the whole of 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.midasminerals.com/corporate/corporate-governance/
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.	☒
1.3	A listed entity should have a written agreement with each director and senior executive 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.	☒

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.

Page 2

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 recommendation in full for the whole of 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.		☒ set out in our Corporate Governance Statement and we have disclosed a copy of our diversity policy at: https://www.midasminerals.com/corporate/corporate-governance/
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: Performance Evaluation Policy https://www.midasminerals.com/corporate/corporate-governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement.

Page 3

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 recommendation in full for the whole of 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: Performance Evaluation Policy https://www.midasminerals.com/corporate/corporate-governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement.

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 recommendation in full for the whole of 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.	☒ and we have disclosed a copy of the charter of the committee at: Remuneration and Nomination Committee Chart https://www.midasminerals.com/corporate/corporate-governance/ 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 in our Corporate Governance Statement.
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 in our Corporate Governance Statement, available at: https://www.midasminerals.com/corporate/corporate-governance/
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 in the Annual Report and Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) and (c) has been included in the Annual Report.

Page 5

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 recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked,4we have followed the recommendation in full for the whole of 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.	☒
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.	☒
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.	☒
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: https://www.midasminerals.com/corporate/corporate-governance/
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.midasminerals.com/corporate/corporate-governance/
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.midasminerals.com/corporate/corporate-governance/
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.midasminerals.com/corporate/corporate-governance/

Page 6

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 recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked,4we have followed the recommendation in full for the whole of 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.		☒ and we have disclosed a copy of the charter of the committee at: Audit and Risk Committee Charter https://www.midasminerals.com/corporate/corporate-governance/ and we have disclosed the fact that we do not have an audit committee in our Corporate Governance Statement 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: Policy on Selection, Appointment and Rotation of External Auditor https://www.midasminerals.com/corporate/corporate-governance/
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.		☒
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.		☒

Page 7

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 recommendation in full for the whole of 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.midasminerals.com/corporate/corporate-governance/
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒
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.	☒
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.midasminerals.com/corporate/corporate-governance/
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒
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 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.	☒
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.	☒

Page 8

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 recommendation in full for the whole of 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.		☒ and we have disclosed a copy of the charter of the committee at: Audit and Risk Committee Charter https://www.midasminerals.com/corporate/corporate-governance/ 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 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 in our Corporate Governance Statement.
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.		☒ 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 in our Corporate Governance Statement.

Page 9

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 recommendation in full for the whole of 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
7.4	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 in our Corporate Governance Statement and in the Directors’ Report of the Annual Report.

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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 recommendation in full for the whole of 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.	☒ and we have disclosed a copy of the charter of the committee at: Remuneration and Nomination Committee Charter https://www.midasminerals.com/corporate/corporate-governance/ 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.
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 in our Corporate Governance Statement and the Remuneration Report set out in the Annual Report.
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 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 recommendation in full for the whole of 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.		☐ set out in our Corporate Governance Statement OR ☒ we do not have a director in this position and this recommendation is therefore not applicableOR ☐ 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.	Not applicable	☐ set out in our Corporate Governance Statement
-	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.	Not applicable	☐ set out in our Corporate Governance Statement

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