PACGOLD LIMITED — Governance Information 2021

Sep 21, 2021

Pacgold Limited ACN 636 421 782 (Company)

Corporate Government Statement

For the financial year ended 30 June 2021 (Reporting Period) the Company was an unlisted entity and was not subject to the requirements of the ASX Listing Rules or the Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4th Edition (Recommendations).

On 5 July 2021, the Company was admitted to the official list of the ASX. This Corporate Governance Statement is current as at 22 September 2021 and approved by the board of Directors.

This Corporate Government Statement discloses the extent to which the Company, currently follows the Recommendations. The Recommendations are not mandatory, however, the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Board Charter and Corporate Governance Plan (Board Charter) which provides the written terms of reference for the Company's corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from establishing individual Board committees and that its resources would be better utilised in other areas. The Board is of the view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Until such time that the Board establishes the relevant committees referred to in this Corporate Governance Statement, the Board will follow the principles set out in the Board Charter and, to the extent practicable and applicable and having regard to the Company's circumstances and operations, will implement the committee charters. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board.

The Board Charter is available on the Company's website.

Recommendations (4th Edition)	Comply	Explanation
Principle 1: Lay sold foundations for management and oversight
Recommendation 1.1A listed entity should have and disclose a board charter setting out:(a)the respective roles and responsibilities of its Board andmanagement; and(b)those matters expressly reserved to the Board and those delegatedto management.	Yes	The Company has adopted a Board Charter that sets out the specific roles andresponsibilities of the Board, requirements as to the Board's composition, the roles andresponsibilities of the Chairof the Board,Company Secretaryand Managing Director,Directors' access to Board papers, details of the Board's relationship with management,a description of those matters expressly reserved to the Board and those delegated tomanagementanddetails of the Board's performance review.A copy of the Company'sBoard Charter is available on the Company's website.
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointing a director or seniorexecutive or putting someone forward for election as a Director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elect or reelect a Director.	Yes	(a)The Company has guidelines for the appointment and selection of the Boardand senior executivesin its Board Charter.Further,the Company'sRemuneration andNomination Committee Charter requires the Remunerationand Nomination Committee (or, in its absence, the Boardto the extentpracticable) to ensure appropriate checks (includingchecks in respect ofcharacter, experience, education, criminal record and bankruptcy history (asappropriate) are undertaken before appointing a person, or putting forward tosecurity holders a candidate for election, as a Director. In the event of anunsatisfactory check, a Director is required to submit their resignation.(b)A copy of the Company's Remuneration and Nomination Committee Charter isavailable on the Company's website.Under the Board Charterand the Remuneration and Nomination CommitteeCharter, the Company will provide all material information in relation to adecision on whether or not to elect or re-elect a Director to security holders.
Recommendation 1.3A listed entity should have a written agreement with each Director andsenior executive setting out the terms of their appointment.Recommendation 1.4The Company Secretary of a listed entity should be accountable directlyto the Board, through the Chair, on all matters to do with the properfunctioning of the Board.	YesYes	The Company's Board Charter requires that the Company have a written agreementwith each Director and senior executive setting out the terms of their appointment.The Company has written agreements with each of its Directors and senior executives.The Board Charter outlines the roles, responsibility and accountability of the CompanySecretary. In accordance with this, the Company Secretary's accountable directly to theBoard, through the Chair, on all governance matters and reports directly to the Chair asthe representative of the Board.
Recommendation 1.5A listed entity should:(a)have and discloses a diversity policy;	Partially	(a)The Company has adopted a Diversity Policy which provides a framework forthe Company to establish, achieve and measure diversity objectives, includingin respect of gender diversity.

Recommendations (4th Edition)	Comply	Explanation
(b)through its board or a committee of the board set measurableobjectives for achieving gender diversity in the composition of itsboard, senior executives and workforce generally; and(c)disclose in relation to each reporting period:(i)the measurable objectives set for that period to achievegender diversity;(ii)the entity's progress towards achieving those objectives; and(iii)either:(A)the respective proportions of men and women on theBoard, in senior executive positions and across thewhole workforce (including how the entity has defined'senior executive'for these purposes); or(B)if the entity is a 'relevant employer'under the WorkplaceGender Equality Act, the entity's most recent 'GenderEquality Indicators', as defined in and published underthat Act.If the entity was in the S&P / ASC 300 Index of the commencement of thereporting period, the measurable objective for achieving gender diversityin the composition of its board should be to have not less than 30% of itsdirection of each gender within a specified period.		A copy of the Company's Diversity Policy is available on the Company'swebsite.(b)The Diversity Policy allows the Board to set measurable gender diversityobjectives and to continually monitor both the objectives if any have been setand the Company's progress in achieving them.(c)Given the small size of the Board and the nature of the Company's operations,the Board does not presently intend to set measurable gender diversityobjectives because:(i)the Board does not anticipate there will be a need to appoint any newDirectors or senior executivesdue to the limited nature of theCompany's existing and proposedactivities and the Board's view thatthe existing Directors and senior executives have sufficient skill andexperience to carry out the Company's plans;(ii)if it becomes necessary to appoint any new Directors or seniorexecutives, the Board will consider theapplication of the measurablediversity objectives and determine whether, given the small size of theCompany and the Board, requiring specified objectives to be met willunduly limit the Company fromapplying the Diversity Policy as awhole and the Company's policy of appointing the best person for thejob; and(iii)the respective proportions of men and women on the Board, in seniorexecutive positions and across the whole organisation (including howthe entity has defined 'senior executive'for these purposes) for eachfinancial year will be disclosed in the Company's Annual Report.

Recommendations (4th Edition)	Comply	Explanation
Recommendation 1.6A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the Board, its committees and individual Directors;and(b)disclose for each reporting period whether a performance evaluationhas been undertaken in accordance with that process during or inrespect of that period.	Yes	(a)The Company's Board Charter provides that the Companyundertake anevaluation of the Board and Director performance.(b)The Company willdisclose whether or notperformance evaluations wereconducted during the relevant reporting period.
Recommendation 1.7A listed entity should:(a)have and disclose a process for evaluating the performance of itssenior executives at least once every reporting period; and(b)disclose for each reporting period whether a performance evaluationhas been undertaken in accordance with that process during or inrespect of that period.	Yes	(a)The Company's Board Charter provides that the Company will evaluatetheperformance of the Company's senior executives on an annual basis. A seniorexecutive, for these purposes, means key management personnel (as definedin the Corporations Act) other than a non-executive Director.The applicable processes for these evaluations can be found in the Company'sBoard Charter.(b)The Company will disclose whether or not performance evaluations wereconducted during the relevant reporting period. Under the Board Charter, theCompany willcomplete performance evaluations in respect of the seniorexecutives (if any) for each financial year in accordance with the applicableprocesses.
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1The Board of a listed entity should:(a)have a nomination committee which:(i)has at least three members, a majority of whom areindependent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, the number of times thecommittee met throughout the period and the individualattendances of the members of those meetings; or	Partially	(a)Due to the current size and nature of the existing Board and the size of theCompany's operations, the Board does not consider that the Company will gainany benefit from individual Nomination committee and that its resources wouldbe better utilised in other areas. However, the Company has adopted aRemuneration and Nomination Committee Charter that provides for thecreation of a Remuneration and Nomination Committee (if it is considered it willbenefit the Company), with at least three members, allof whom are to be NonExecutiveDirectorsand, if possible, the majority tobe independent Directors,and which must be chaired by an independent Director.(b)The Company does not presently have a Nomination Committee as the Boardconsiders that the Companywill not currently benefit from its establishment.

Recommendations (4th Edition)	Comply	Explanation
(b)if it does not have a nomination committee, disclose that fact andthe processes it employs to address Board succession issues and to				The Board Charter provides that the Board will review capabilities, technicalskills and personal attributes of its directors.
ensure that the Board has the appropriate balance of skills,knowledge, experience, independence and responsibilitieseffectively.		(c)	theknowledge of theeffectively:(i)(ii)	In accordance with the Company's Board Charter,Company, the Board performs the role of the Nomination Committeea time that the Board establishes a Nomination Committee, the Boardout the following processes to address succession issues and to ensure theBoard has the appropriate balance of skills, experience, independence andall Board members being involved in the Company's nominationand ASX Listing Rules.		due to the size and nature of(to theextent practicable, having regard to the Company's circumstances). Until suchcarriesentity to enable it to discharge its duties and responsibilitiesdevoting time at least annual to discuss Board succession issues; andprocess, to the maximum extent permitted under the Corporations Act
Recommendation 2.2A listed entity should have and disclose a Board skills matrix setting outthe mix of skills that the Board currently has or is looking to achieve in itsmembership.	Yes		responsibilities. It is	its Board so that it can effectively discharge its corporate governance and oversightthe Board's view that the current directors possess an appropriatemix of relevant skills, experience, expertise and diversity to enable the Board toThe Board does not maintain a formal matrix of Board skills and experience, howeverkey consideration for any proposed appointment to the Board.Details as to each Director and senior executive's relevant skills and experience areavailable in the Company's Annual Report.		The Company's objective is to have an appropriate mix of expertise and experience ondischarge its responsibilities and deliver the Company's strategic objectives. This mix issubject to review on a regular basis as part of the Board's performance review process.the diversity of experience and assessment of any gaps in skills and experiences are a
Recommendation 2.3	Yes	(a)	TheBoard comprises of:
A listed entity should disclose:
(a)the names of the Directors considered by the Board to beindependent Directors;			Name	Role	Independent?	Date appointed
(b)if a Director has an interest, position or relationship of the typedescribed in Box 2.3 of the ASXCorporate Governance Principles		Cathy Moises	Non-ExecutiveChair	Yes	11 February 2021
and Recommendations (4th Edition), but the Board is of the opinionthat it does not compromise the independence of the Director, the			Tony Schreck	Managing Director	No	4 December 2020

Recommendations (4th Edition)	Comply	Explanation
nature of the interest, position or relationship in question and anexplanation of why the Board is of that opinion; and(c)the length of service of each Director.			ShaneGoodwin	Non-ExecutiveDirector	Yes	28 August 2020
			Michael Pitt	Non-ExecutiveDirector	Yes	28 August 2020
		(b)	Ms Cathy Moises and Messrs Shane Goodwin and Michael Pitt are regardedas independentNon-Executive Directors.Mr Tony Schreck is not consideredindependent on the basis that heholdsthe role of Managing Director. Despitethis, the Board believes that Mr Schreck isable, and doesmake, quality andindependent judgments in the best interests of the Company on all relevantissues before the Board.
		(c)		Board assesses the independence of Directors on an ongoing basis.Company's Annual Report will disclose the length of service of each Director,as at the end of each financial year.		The
		(d)	website.	A copy of the definition of 'independence'to the Company's Board Charter at Annexure A, available on the Company's		adopted by the Company is annexed
Recommendation 2.4A majority ofthe Board of a listed entity should be independent Directors.	Yes		considered to be independent	The Board currently comprises a total of fourNon-Executive Directors.	(4) directors, of which three (3)	are
Recommendation 2.5The Chair of the Board of a listed entity should be an independentDirector and, in particular, should not be the same person as the CEO ofthe entity.	Yes		Ms Cathy Moises was appointed asan independent Non-Executive Director.Director of the Company.A copy of the definition of 'independence'	Non-ExecutiveCompany's Board Charter at Annexure A, available on the Company's website.		Chair on 11 February 2021andisShe does not perform the role of Managingadopted by the Company is annexed to the
Recommendation 2.6A listed entity should have a program for inducting new Directors and forperiodically reviewing whether there is a need for existing directors toundertake professional development to maintain the skills and knowledgeneeded to perform their role as Directors effectively.	Yes	Under theprograms.	their responsibilities.	meeting with key executives, tours of the premises, an induction package andpresentations. The Company also expects all Directors and the Managing Directorcommit to at least 2 days of professional development each year and allocates anannual budget to encourage Directors to participate in training and developmentThe Company will also review the need for anyprograms and procedures for Directors to ensure that they can effectively discharge		Board Charter, new directors go through an induction process which includestocontinuing professional development

Recommendations (4th Edition)	Comply	Explanation
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1A listed entity should articulate and disclose its values.	Yes	The Company iscommitted to conducting all of its business activities fairly, honestlywith a high level of integrity, and in compliance with all applicable laws, rules andregulations. The Board, management and employees are dedicated to high ethicalstandards and recognise and support the Company's commitment to compliance withthese standards.The Company's values are set out in itsStatement of Values, acopy of which isavailable on the Company's website.
Recommendation 3.2A listed entity should:(a)have and disclose a code of conduct for its Directors, seniorexecutives and employees; and(b)ensure that the Board or a committee of the Board is informed ofany material breaches of that code.	Yes	The Company's Code of Conduct applies to the Company's Directors, senior executivesand employees.Any material breaches of the Code of Conduct are reported by theCompany Secretary to the Board.
Recommendation 3.3A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the Board or a committee of the Board is informed ofany material breaches reported under that policy.	Yes	The Board has adopted a Whistleblower Policy to ensure concerns regardingunacceptable conduct including breaches of the Company's code of conduct can beraised on a confidential basis, without fear of reprisal, dismissal or discriminatorytreatment. The purpose of this policy is to promote responsible whistleblowing aboutissues where the interests of others, including the public, or of the organisation itself areat risk.Under the Company's Whistleblower Policy, any material breaches of the are to bereported to the Non-Executive Chair and Company Secretaryof the Board.A copy ofthe Whistleblower Policy is available on the Company's website.
Recommendation 3.4A listed entity should:(a)have and disclosed an anti-bribery and corruptionpolicy; and(b)ensure that the Board or a committee of the Board is informed ofany material breaches of thatpolicy.	Yes	The Companyhas a zero-tolerance approach to bribery and corruption and iscommitted to acting professionally, fairly and with integrity in all business dealings. TheBoard has adopted an anti-bribery and anti-corruption policy for the purpose of settingout the responsibilities in observing and upholding the Company's position on briberyand corruption, reinforce the Company's values and toprovide information andguidance to those working for the Company on how to recognise and deal with briberyand corruption issues.Under the Company's Anti-Bribery and Anti-Corruption Policy, any material breaches ofthe Anti-Bribery and Anti-Corruption Policy are to be reported to the Non-ExecutiveChair and Company Secretary of the Board.A copy of the Anti-Bribery and AntiCorruption Policy is available on the Company's website.

Recommendations (4th Edition)	Comply	Explanation
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1The Board of a listed entity should:(a)have an audit committee which:(i)has at least three members, all of whom are non-executiveDirectors and a majority of whom are independent Directors;and(ii)is chaired by an independent Director, who is not the Chair ofthe Board,and disclose:(iii)the charter of the committee;(iv)the relevant qualifications and experience of the members ofthe committee; and(v)in relation to each reporting period, the number of times thecommittee met throughout the period and the individualattendances of the members at those meetings; or(b)if it does not have an audit committee, disclose that fact and theprocesses it employs that independently verify and safeguard theintegrity of its corporate reporting, including the processes for theappointment and removal of the external auditor and the rotation ofthe audit engagement partner.	Partially	(a)Due to the current size and nature of the existing Board and the size of theCompany's operations, the Board does not consider that the Company will gainany benefit from establishing an individual Auditcommittee and that itsresources would be better utilised in other areas. However, the Companyhasadopted an Audit and Risk Committee Charter that provides for the creation ofan Audit and Risk Committee with at least three members, the majority ofwhichmust be Non-Executive Directors. Further, the Auditand Risk CommitteeCharter requires that the Audit and Risk Committee (or, in its absence, theBoard) to review the appointment and removal of the external auditor.TheCommittee must be chaired by an independent Director who is not the Chair.A copy of the Audit and Risk Committee Charter is available on the Company'swebsite.(b)The Company does not presently have an Audit Committee as the Board doesnot consider the Company will currently benefit from its establishment.Dueto the size and nature of the Company, the Board will perform thefollowing processes to independently verify the integrity of the Company'speriodic reports which are not audited or reviewed by an external auditor:(i)the Board devotes time at Board meetings to fulfilling the roles andresponsibilities associated with maintaining the Company's internalaudit function and arrangements with external auditors; and(ii)all members of the Board are involved in the Company's audit functionto ensure the proper maintenance of the entity and the integrity of allfinancial reporting.Further the Company has a Policy on the Selection, Appointment and Rotationof External Auditors Policy thatgoverns the processes for appointment,removal and rotation of the external auditor.
Recommendation 4.2The Board of a listed entity should, before it approves the entity's financialstatements for a financial period, receive from its CEO and CFO adeclaration that, in their opinion,the financial records of the entity havebeen properly maintained and that the financial statements comply with	Yes	Under the Company's Risk Management Policy, which is available on the Company'swebsite, the Board receives, prior to their approval of the Company's financialstatements for a financial period (ie. the quarterly, half year and full year reports),written assurances from the Managing Director (being the CEO equivalent) and theCFO that, in their respective opinions, the financial records of the company have been

Recommendations (4th Edition)	Comply	Explanation
the appropriate accounting standards and give a true and fair view of thefinancial position and performance of the entity and that the opinion hasbeen formed on the basis of a sound system of risk management andinternal control which is operating effectively.		properly maintained and that the financial statements comply with the appropriateaccounting standards and give a true and fair view of the financial position andperformance of the Companyand that the opinion has been formed on the basis of asound system of risk management and internal control which is operating effectively, asrequired under section 295A of the Corporations Act and as per the Recommendation.
Recommendation 4.3A listed entity should disclose its process to verify the integrity of anyperiodic corporate report it releases to the market that is not audited orreviewed by an external auditor.	Yes	When preparing reports for release to the market including the quarterly activity andcash flow reports these reports shall be prepared and reviewed by the Audit and RiskCommitteebefore being presented to the Boardfor review and approval(or in theabsence of an Audit and Risk Committee, directly to the Board). Such reports shall notbe released to market without this review and approval process by executivemanagement and the Board.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity should have and disclose a written policy for complying withits continuous disclosure obligations under listing rule 3.1.	Yes	The Company'sContinuous Disclosure Policy provides how the Company complieswithits continuous disclosure obligations under the Corporations Actand the ASX ListingRules.The Continuous Disclosure Policy:(a)raises awareness of the Company's obligations under the continuousdisclosure regime;(b)establishes a process to ensure that information about the Company whichmay be market sensitive and which may require disclosureis brought to theattention of the relevant person in a timely manner and is kept confidential; and
		(c)sets out the obligation of Directors, officers and employees of the Company toensure that the Company complies with its continuous disclosure obligations.A copy of the Continuous Disclosure Policy is available on the Company's website.
Recommendation 5.2A listed entity should ensure that its board receives copies of all materialmarket announcements promptly after they have been made.	Yes	Under the Company's Continuous Disclosure Policy, all members of the Board willreceive material market announcements promptly after they have been made.
Recommendation 5.3A listed entity that gives a new and substantive investor or analystpresentation should release a copy of the presentation materials on theASX Market Announcements Platform ahead of the presentation.	Yes	Under the Company's Continuous Disclosure Policy, all substantive investor or analystpresentations will be released on the ASX Markets Announcement Platform ahead ofsuch presentations.
Principle 6: Respect the rights of security holders
Recommendation 6.1	Yes	Information about the Company and its governance is available on the Company'swebsite.

Recommendations (4th Edition)	Comply	Explanation
A listed entity should provide information about itself and its governanceto investors via its website.
Recommendation 6.2A listed entity should have an investor relations program that facilitateseffective two-way communication with investors.	Yes	The Company'sShareholder Communications Policyaims to promote and facilitateeffective two-way communication with investors. The Policy outlines a range of ways inwhich information is communicated to shareholders.A copy of the Shareholder Communications Policy is available on the Company'swebsite.
Recommendation 6.3A listed entity should disclose how it facilitates and encouragesparticipation at meetings of security holders.	Yes	Security holdersare encouraged to participate at all of the Company's general meetingsand Annual General Meetings. Upon the despatch of any notice of meeting to securityholders, the Company Secretary shall send out material stating that all security holdersencouraged to participate at the meeting.
Recommendation 6.4A listed entity should ensure that all substantive resolutions at a meetingof security holders are decided by a poll rather than by a show of hands.	Yes	All substantive resolutions of securityholder meetings will be decided by a poll ratherthan a show of hands.
Recommendation 6.5A listed entity should give security holders the option to receivecommunications from, and send communications to,the entity and itssecurity registry electronically.	Yes	The Company's Shareholder CommunicationsPolicy provides that security holders canregister through the Company's share registry to receivenotificationsfrom the Companyelectronically. Links are made available to the Company's website on which allinformation provided to the ASX is immediately posted.
Principle 7: Recognise and manage risk		Shareholders queries should be referred to the Company Secretary at first instance.
Recommendation 7.1The Board of a listed entity should:(a)have a committee or committees to oversee risk, each of which:(i)has at least three members, a majority of whom areindependent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, the number of times thecommittee met throughout the period and the individualattendances of the members at those meetings; or	Partially	(a)The Company does not presently have aRisk Committee. However, theCompany has adopted anAudit and Risk Committee Charterthatprovides forthe creation of an Audit and Risk Committee with at least three members, themajority of whichmust be independent non-executive Directors. TheCommittee must be chairedby an independent Director who is not the Chair.(b)The Company does not presently have aRisk Committee as the Boardconsiders that the Company will not currently benefit from its establishment. Inaccordance with the Company's Board Charter, due to the size and nature ofthe Company, the Board performs the role of the Risk Committee(to the extentpracticable and having regard to the size of the Company and itscircumstances). Until such a time the Board establishesthe Risk Committee,the Board will oversee the Company's risk management framework. The Boardwill regularly devote time at Board meetings to fulfilling the roles and

Recommendations (4th Edition)	Comply	Explanation
(b)if it does not have a risk committee or committees that satisfy (a)above, disclose that fact and the process it employs for overseeingthe entity's risk management framework.		responsibilities associated with overseeing risk and maintaining the entity's riskmanagement framework and associated internal compliance and controlprocedures.
Recommendation 7.2The Board or a committee of the Board should:(a)review the entity's risk management framework at least annually tosatisfy itself that it continues to be sound and that the entity isoperating with due regard to the risk appetite set by the Board; and(b)disclose in relation to each reporting period, whether such a reviewhas taken place.	Yes	(a)The Audit and Risk Committee Charter requires that the Audit and RiskCommittee (or, in its absence, the Board) should, at least annually, satisfy itselfthat the Company's risk management framework continues to be sound andthat the Company is operating with due regard to the risk appetite set by theBoard.(b)The Company will disclose at least annually whether such a review of theCompany's risk management framework has taken place.
Recommendation 7.3A listed entity should disclose:(a)if it has an internal audit function, how the function is structured andwhat role it performs; or(b)if it does not have an internal audit function that fact and theprocesses it employs for evaluatingand continually improving theeffectiveness of its governance, risk management and internalcontrol processes.	No	(a)The Audit and Risk Committee Charter provides for the Audit and RiskCommittee (or, in its absence the Board) to monitor and periodically review theneed for an internal audit functionas well as assess the performance andobjectivity of any internal audit procedures that may be in place.(b)The Company does not presently have an internal audit function. The Boardconsidersthe process employed pursuant to the Audit and Risk CommitteeCharter and Risk Management Policy are sufficient for evaluating andcontinually improving the effectiveness of its risk management and internalcontrol processes given the size and complexity of the current business.A copy of the Risk Management Policy is available on the Company's website.
Recommendation 7.4A listed entity should disclose whether it has any material exposure toenvironmental or social risks and, if it does, how it manages or intends tomanage those risks.	Yes	The Company identifies and manages material exposure to environmental and socialrisks in a manner consistent with its Risk Management Policy, which is available ontheCompany's website. The Company has, and continues to, undertake variousorganisation wide risk reviews to identify potential business risks.(a)Environmental: The Company's operations are subject to Australianenvironmental laws and regulations, the costs of complying with these lawsand regulations may impact the development of economically viable projects,although the Company believes it is in compliance with the applicableenvironmental laws and regulations, there are certain risks inherent to itsactivities, such as accidental spills, leakages or other unforeseencircumstances, which could subject the Company to extensive liability.

Recommendations (4th Edition)	Comply	Explanation
		(b)Social: The Company recognises that a failure to manage stakeholderexpectations may lead to disruption to the Company's operations.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1The Board of a listed entity should:(a)have a remuneration committee which:(i)has at least three members, a majority of whom areindependent Directors; and(ii)is chaired by an independent Director,	Partially	(a)The Company does not presently have a Remuneration Committee. TheCompany's Remuneration and Nomination CommitteeCharter provides for thecreation of a Remuneration and Nomination Committee (if it is considered it willbenefit the Company), with at least three members, all ofwhom are to be NonExecutiveDirectorsand, if possible, the majority tobe independent Directors,and which must be chaired by an independent Director.
and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, the number of times thecommittee met throughout the period and the individualattendances of the members at those meetings; or(b)if it does not have a remuneration committee, disclosure that factand the processes it employs for setting the level and compositionor remuneration for Directors and senior executives and ensuringthat such remuneration is appropriate and not excessive.		(b)Due to the size and nature of the Company, the Company does not presentlyhave a Remuneration Committee. Until such a time that theBoard establishesthe Remuneration Committee, the Board willset the level and composition ofremuneration for Directors and senior executives and ensuring that suchremuneration is appropriate and not excessive. The Board will devotetimeannuallyto assess the level and composition of remuneration for Directors andsenior executives.
Recommendation 8.2A listed entity should separately disclose its policies and practicesregarding the remuneration of non-executive Directors and theremuneration of executive Directors and other senior executives.	Yes	The Company's Board Chartersets out the basis for the remuneration of Directors andsenior executives.Further, the Company'sRemuneration and Nomination Committee Charter sets out theCompany's policies and practices regarding the remuneration of Directors and seniorexecutives.
Recommendation 8.3A listed entity which has an equity-based remuneration scheme should:(a)have a policy on whether participants are permitted to enter intotransactions (whether through the use of derivatives or otherwise)which limit the economic risk or participating in the scheme; and(b)disclose that policy or a summary of it.	Yes	The Company's Trading Policy prohibits the use of Derivatives in relation tounvestedequity instruments, including performance share rights and vested securities that aresubject to disposal restrictions at alltimes, irrespective of trading windows. This is in linewith the requirements of the Corporations Amendment (Improving Accountability onDirector and Executive Remuneration) Act2011 (Cth), and is intended to preventtransactions which could have the effect of distorting the proper functioning ofperformance hurdles or reducing the intended alignment between management's andshareholders' interests.For the purposes of this policy, hedging includes the entry into any derivativetransaction within the meaning given in section 761D of the Corporations Act (such as

Recommendations (4th Edition)	Comply	Explanation
		options, forward contracts, swaps, futures, warrants, caps and collars) and any othertransaction in financial products which operate to limit (in any way) the economic riskassociated with holding the relevant securities.The Trading Policy is available on the Company's website.
Additional recommendations that apply only in certain cases
Recommendation 9.1A listed entity with a director who does not speak the language in whichboard or security holder meetings are held or key corporate documentsare written should disclose the processes it has in place to ensure thedirector understands and can contribute to the discussions at thosemeetings and understands and can discharge their obligations in relationto those documents.	N/A	The Company is an Australian incorporated entity operating in Australia. All Board orsecurity holdermeetings will be conducted, and all key corporate documents will bewritten, in English.Should the Company eventually have a non-English speaking Director, the Companywill translate all key corporate documents for the benefit of the Director. In addition, theCompany can arrange for a translator to bepresent for all Board and security holdermeetings.
Recommendation 9.2A listed entity established outside Australia should ensure that meetingsof security holders are held at a reasonable place and time.	N/A	The Company is an Australian incorporated entity. In any event, all securityholdermeetings will be held at a reasonable place and time for shareholders.
Recommendation 9.3A listed entity established outside Australia, and an externally managedlisted entity that has an AGM, should ensure that its external auditorattends its AGM and is available to answer questions from securityholders relevant to the audit.	N/A	The Company is an Australian incorporated entity and the Company's auditor hasoffices based in Australia. The Company's auditor will attend the Company's AnnualGeneral Meeting and will be available to answer questions from Shareholders in respectof the Company's audit.