PACIFIC LIME AND CEMENT LIMITED — Governance Information 2021

Nov 1, 2021

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

MAYUR RESOURCES LIMITED

619 770 277 30 JUNE 2021

ABN/ARBN Financial year ended:

Our corporate governance statement1 for the period above can be found at:2

☐ These pages of our annual report:

☒ This URL on our website:

www.mayurresources.com/about/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board.

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

Date: 30 October 2021

Kerry Parker Chief Financial Officer Company Secretary

See notes 4 and 5 below for further instructions on how to complete this form.

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.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	☒and we have disclosed a copy of our board charterat:www.mayurresources.com/about/corporategovernance/	☐in our Corporate Governance Statement ORset out☐we arean externally managed entity and this recommendationis therefore not applicable
1.2	A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board.	☒	☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore not applicable

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.

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period.	☐and we have disclosed a copy of our diversity policy at:……………………………………………………………………………[insert location]and we have disclosed the information referred to in paragraph (c)at:……………………………………………………………………………[insert location]and if we were included in the S&P/ASX 300 Index at thecommencement of the reporting period our measurable objective forachieving gender diversity in the composition of its board of not lessthan 30% of its directors of each gender within a specified period.	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☐and we have disclosed the evaluationprocess referred to inparagraph (a) at:……………………………………………………………………………[insert location]and whether a performance evaluation was undertaken for thereporting period in accordance with that process at:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation			Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.7		A listed entity should:	☐	☒set outin our Corporate Governance Statement OR
	(a)	have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and	and we have disclosed the evaluationprocess referred to inparagraph (a) at:	☐we are an externally managed entity and this recommendationis therefore not applicable
	(b)	disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	……………………………………………………………………………[insert location]and whether a performance evaluation was undertaken for thereporting period in accordance with that process at:……………………………………………………………………………[insert location]

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a nominationcommittee and the processes we employ to address boardsuccession issues and to ensure that the board has the appropriatebalance of skills, knowledge, experience, independence anddiversity to enable it to discharge its duties and responsibilitieseffectively at:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership.	☐and we have disclosed our boardskills matrix at:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
2.3	A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy 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 theboard to be independentdirectors at:includedon our website and in our Annual Report……………………………………………………………………………[insert location]and, where applicable, the information referred to in paragraph (b)at:……………………………………………………………………………[insert location]and the length of service of each director at:……………………………………………………………………………[insert location]	☐set outin our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independentdirectors.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.5	The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively.	☐	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 3 –	INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒and we have disclosed our values at:in our Annual Report	☐set outin our Corporate Governance Statement
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 boardor a committee of the boardisinformed ofany material breachesofthat code.	☒and we have disclosed our codeof conduct at:www.mayurresources.com/about/corporategovernance/	☐set outin our Corporate Governance Statement
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 isinformed of any material incidents reported under thatpolicy.	☒and we have disclosed our whistleblower policy at:www.mayurresources.com/about/corporategovernance/	☐set outin our Corporate Governance Statement
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 theboard isinformed of any material breaches of that policy.	☒and we have disclosed our anti-bribery and corruption policy at:www.mayurresources.com/about/corporategovernance/	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:www.mayurresources.com/about/corporategovernance/and the information referred to in paragraphs (4) and (5) at:www.mayurresources.com/about/corporategovernance/	☒set outin our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively.	☒	☐set outin our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor.	☒	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1.	☒and we have disclosed our continuous disclosure compliance policyat:www.mayurresources.com/about/corporategovernance/	☐set outin our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	☒	☐set outin our Corporate Governance Statement
5.3	A listed entity that gives anewand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	☒	☐set outin our Corporate Governance Statement
PRINCIPLE 6 –	RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	☒and we have disclosed information about us and our governance onour website at:www.mayurresources.com/about/corporategovernance/	☐set outin our Corporate Governance Statement
6.2	A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	☒	☐set outin our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitatesand encouragesparticipation at meetings of security holders.	☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersat:www.mayurresources.com/about/corporategovernance/	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
6.4	A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands.	☒	☐set outin our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	☒	☐set outin our Corporate Governance Statement
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 ofwhich:(1)has at least three members, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies withparagraph (b):]andwe have disclosedthe fact that we do not have a risk committeeor committees that satisfy (a) and the processes we employ foroverseeing our risk management framework at:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place.	☐and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodat:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes.	☐[If the entity complies with paragraph (a):]and we have disclosed how our internal audit function is structuredand what role it performsat:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes at:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks.	☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:……………………………………………………………………………[insert location]and, if we do, how we manage or intend to manage those risks at:……………………………………………………………………………[insert location]	☐set outin our Corporate GovernanceStatement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committeeat:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5)at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a remunerationcommittee and the processes we employ forsetting the level andcomposition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.	☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesat:www.mayurresources.com/about/corporategovernance/	☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable
8.3	A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	☐and we have disclosed our policy on thisissue or a summary of it at:………………………………………………………………………[insert location]	☒in our Corporate Governance Statement ORset out☐we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents.	☐and we have disclosed information about the processes in place at:………………………………………………………………………[insert location]	☐set outin our Corporate Governance StatementOR☐we do not have a director in this position and thisrecommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
9.2	A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime.	☐	☐set outin our Corporate Governance Statement OR☐we are established in Australia and this recommendation istherefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
9.3	A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM,should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit.	☐	☐set outin our Corporate Governance Statement OR☐we are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicable☐we are an externally managed entity that does not holdanAGMand this recommendation is therefore not applicable
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externally managedlisted entities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;and(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements.	☐and we have disclosed the information referred to in paragraphs (a)and (b) at:……………………………………………………………………………[insert location]	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
-Alternative to Recommendations8.1, 8.2 and 8.3 for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager.	☐and we have disclosed the terms governingour remuneration asmanager of the entity at:……………………………………………………………………………[insert location]	☐set outin our Corporate Governance Statement

MAYUR RESOURCES LIMITED ARBN 619 770 277 {Company)

CORPORATE GOVERNANCE STATEMENT

This document discloses the extent to which Mayur Resources Limited (ARBN 619 770 277) (Company) has followed the recommendations set by the ASX Corporate Governance Council in the third edition of its Corporate Governance Principles (ASX Recommendations) during the relevant part of the reporting period.

This document is current as at 30 June 2021 and has been approved by the Board of the Company.

RECOMMENDATIONS	COMPLY	EXPLANATION
Principle1:LaysolidfoundationsformanagementandoversightI
Recommendation1.1Alisted entityshoulddisclose:(a) therespective roles and responsibilities of its board andmanagement;and(b)thosemattersexpresslyreservedtotheboardandthose delegatedtomanagement.	YES	The Board will be accountable to the Shareholders for the performance of theCompanyandwill haveoverallresponsibility for its operations.ThekeyresponsibilitiesoftheBoardwillinclude:•approving the strategic direction and related objectives of the Companyand monitoring management performance in the achievement of theseobjectives;•adoptingbudgetsandmonitoringthefinancialperformanceoftheCompany, including overseeing the integrity of the Company'saccountingandcorporatereportingsystems;•overseeingtheestablishmentandmaintenanceofadequateinternalcontrolsandeffectivemonitoringsystems;•appointing or replacing, where necessary, the Managing Directorandother seniorexecutivesoftheCompany;•overseeingtheimplementationandmanagementofeffectivesafetyandenvironmentalperformancesystems;•ensuringallmajorbusinessrisksareidentifiedandeffectivelymanaged;and•ensuring that the Company meets its legal and statutoryobligations.For the purposesoftheproperperformanceof their duties, the DirectorsareentitledtoseekindependentprofessionaladviceattheCompany's

RECOMMENDATIONS	COMPLY	EXPLANATION
		expense, unless theBoard determines otherwise. The Board schedulesmeetingsonaregularbasisandothermeetingsas required.
		Day-to-day management of the Company's affairs, and the implementationof the corporate strategy and policy initiatives, will be formally managed bytheManaging Directorof the Company.TheManaging Directoris alsoresponsibleforprovidingtheBoardwithaccurate,timelyandclearinformationtoenable theboardtoperformitsresponsibilities.
		The Board will regularly review the division of functions between the Boardand managementtoensure that it continues tomeet theneeds oftheCompanyasitsactivitiesgrowinsize.
Recommendation1.2Alistedentityshould:undertakeappropriatechecksbeforeappointingaperson,or(a)putting forward to security holders a candidate for election, as aDirector;andprovide security holders with all material information relevant to a(b)decisionon whetherornottoelectorre-electaDirector.	YES	The Board will ensure that appropriatechecksare undertaken before itelects or re-elects a person as a director of the Company. Appropriate checksinclude, but are notlimited to, character, experience, education, criminalhistory and bankruptcy history of the person seeking to be elected as aDirector. The Board may engage the services ofexternal consultants toperformappropriatechecks.All material information relevant to a decision on whether or not to elect orre-elect a Director will be provided to Shareholders in a notice of meeting inwhichtheresolutiontore-electorre-electtheDirectorwillbevotedon.
Recommendation1.3AlistedentityshouldhaveawrittenagreementwitheachDirectorandseniorexecutivesetting outthetermsoftheirappointment.	YES	TheCompany'sNominationCommitteeCharterrequirestheNominationCommittee (or, in its absence, theBoard) toensure that each Director andsenior executive is a party to a written agreement with the Company which setsoutthe termsofthatDirector'sorseniorexecutive'sappointment.The Company has written agreements with each of its Directorsand seniorexecutives.
Recommendation1.4The company secretary of a listed entity should be accountable directlyto the Board, through the Chair, on all matters to do with the properfunctioningoftheBoard.	YES	The Board Charter outlines the roles, responsibility and accountability of theCompany Secretary. In accordance with this, the Company Secretary isaccountabledirectlytotheBoard,throughtheChair,onallmatterstodowiththeproperfunctioning oftheBoard.

RECOMMENDATIONS	COMPLY	EXPLANATION
Recommendation 1.5Alistedentityshould:have a diversitypolicy which includesrequirements for the Board(a)or a relevant committee of the Board to set measurable objectivesforachieving gender diversity and toassess annuallyboth theobjectivesandtheentity'sprogressin achievingthem;disclosethatpolicyora summaryor it;and(b)discloseasattheendofeachreportingperiod:(c)(i)the measurable objectives for achieving gender diversity setby the Board in accordance with the entity's diversity policyanditsprogresstowardsachievingthem; andeither:(ii)therespectiveproportionsofmen andwomen on(A)the Board, in senior executive positions and acrossthe whole organisation (including how the entity hasdefined"seniorexecutive"forthesepurposes);or(B)iftheentityisa"relevantemployer"undertheWorkplaceGenderEqualityAct, theentity's mostrecent"GenderEqualityIndicators",asdefinedintheWorkplaceGenderEqualityAct.	NO	The Board supports workplace diversity. Given the small size of the Companyand its staff, the Board does not consider it appropriate to establish a diversitypolicy at this time. Further, the strategic direction of the Company is to focuson Directors experience and expertise. As the nature and scope of the activitiesof the Companyincrease,theBoard will review this position andadopt adiversitypolicyatanappropriatetime.
Recommendation1.6Alistedentityshould:haveanddiscloseaprocessforperiodicallyevaluatingthe(a)performance of the Board, its committeesand individual Directors;anddisclose,inrelationtoeachreportingperiod,whethera(b)performance evaluation was undertaken in the reporting period inaccordancewiththatprocess.	NO	The Board considers that the small size of theBoard and the current scale ofthe Company's activities makes theestablishment of a formal performanceevaluation procedure unnecessary. In the normal course of business, the Boardreviews the performance of management, Directors and the Board as a whole.Further, the performance and achievement of goals are evaluated regularly onaninformalbasis.

RECOMMENDATIONS	COMPLY	EXPLANATION
Recommendation1.7Alistedentityshould:haveanddiscloseaprocessforperiodicallyevaluatingthe(a)performanceofitsseniorexecutives;anddisclose,inrelationtoeachreportingperiod,whethera(b)performance evaluation was undertaken in the reporting period inaccordancewiththatprocess.	NO	The Board believes that the small size of the executive team and the currentscaleoftheCompany'sactivitiesmakestheestablishmentofaformalperformance review procedure unnecessary. In the normal course of business,the Board reviews the performance of management, Directors and the Boardas a whole. Further, the performance and achievement of goals are evaluatedregularlyonaninformalbasis.
Principle2:StructuretheBoardtoaddvalue
Recommendation2.1The Boardofalistedentityshould:haveanominationcommitteewhich:(a)hasatleastthreemembers,amajorityofwhomare(i)independentDirectors;andischairedbyan independentDirector,(ii)and disclose:thecharterofthecommittee;(iii)themembersofthecommittee;and(iv)as at the end of each reporting period, the number of times(v)	NO	TheBoardhasnotformallyestablishedanominationcommitteeastheDirectors consider that the Company is not currently of a size tojustify theformation of a nomination committee. The Board as a whole undertakes theprocess of reviewing the skill base and experience of existing Directors to enableidentificationorattributesrequiredinnewDirectors.The Board considers that the direct power to nominate Directors is the mostefficientallocationof resources.TheBoardcompositionis alsoreviewedperiodically, either when a vacancy arises or if it is considered that the Boardwould benefit from the services of a new Director, to ensure that the Board caneffectivelyundertakethestrategicplanoftheCompany.ThreeoutoffiveoftheBoardare independent.
the committee met throughout the period and the individualattendancesofthemembersatthosemeetings;orif it does not have a nomination committee, disclose that fact and(b)the processes it employs to address Board succession issues and toensurethattheBoardhastheappropriatebalanceofskills,experience, independenceand knowledge of the entity to enable ittodischargeitsdutiesandresponsibilitieseffectively.

RECOMMENDATIONS	COMPLY	EXPLANATION
Recommendation2.2A listed entity should have and disclose a Board skill matrix setting outthemixofskillsanddiversitythattheBoardcurrentlyhasorislookingtoachievein itsmembership.	NO	Details of current Directors, their skills, experience and qualifications are setoutin Company'swebsite (www.mayurresources.com.au). These details, plus arecord of attendance at Board meetings, will be included in the Directors reportwithintheCompany'sannualreport.Nospecificskillsmatrixiscurrentlyprepared as the Company is not of the size or scale to warrant such level ofdetail.
Recommendation2.3Alistedentityshoulddisclose:thenamesoftheDirectorsconsideredbytheBoardtobe(a)independentDirectors;if a Director has an interest, position, association or relationship of(b)the type described in Box 2.3 of the ASX Corporate GovernancePrinciples and Recommendation (3rd Edition), but the Board is oftheopinion that it does not compromise the independence of theDirector,thenatureoftheinterest,position,associationorrelationship in question and an explanation of why the Board is ofthatopinion;andthelengthofserviceofeachDirector(c)	YES	The Board Charterrequires the disclosureof the names ofDirectors(a)considered by the Board to be independent. The Company will disclosethose Directors it considers to be independent in its Annual Report and onitsASXwebsite.TheBoardconsidersthefollowingDirectorsareindependent:FrankTerranova,RobNealeandLuKeeHong.TherearenoindependentDirectorswhofallinto thiscategory. The(b)CompanywilldiscloseinitsAnnualReportandASX websiteanyinstanceswhere this applies and an explanation of the Board's opinion why therelevantDirectorisstillconsideredtobeindependent.The Company's Annual Report/website will disclose the length of service(c)ofeachDirector,asattheendofeachfinancialyear.
Recommendation2.4AmajorityoftheBoardofalistedentity shouldbeindependentDirectors.	YES	The Company's Board Charter requires that, where practical, the majority of theBoardshouldbeindependent.The Board currently comprises a total of five directors, of whom three areconsidered to be independent. As such, independent directors are currently anindependentmajorityoftheBoard.
Recommendation2.5The Chair of the Board of a listed entity should be an independentDirector and, in particular, should not be the same person as the CEO oftheentity.	YES	The Board Charter provides that, where practical, the Chair of the Board shouldbe anindependentDirectorandshouldnotbetheCEO/ManagingDirector.TheChairoftheCompanyisanindependentDirector.

RECOMMENDATIONS	COMPLY	EXPLANATION
Recommendation2.6A listed entity should have a program for inducting new Directors andprovidingappropriateprofessionaldevelopmentopportunitiesforcontinuing Directors to develop and maintain the skills and knowledgeneededtoperformtheirroleasaDirectoreffectively.	NO	New Directors will be provided with an informal induction program followingtheir appointment to assist them in becoming familiar with the Company, itspolicies, including the Board Charter and business objectives. The Board willreview this position and adopt formal programs at an appropriate time in thefutureifdeemednecessary.
Principle3:Actethicallyandresponsibly
Recommendation3.2Alistedentityshould:(a)haveacodeof conductforits Directors,seniorexecutivesandemployees;and(b)disclosethatcodeorasummaryofit.	YES	ABoardcharterhasbeenadoptedbytheBoardandisavailableontheCompany'swebsite.
SafeguardintegrityinfinancialreportingPrinciple4:
Recommendation4.1The Boardofalistedentityshould:haveanauditcommitteewhich:(a)hasatleastthreemembers,allofwhomarenon-executive(i)DirectorsandamajorityofwhomareindependentDirectors;andischaired byanindependentDirector,whoisnottheChair(ii)oftheBoard,anddisclose:thecharterofthecommittee;(iii)the relevant qualifications and experience of the members(iv)ofthecommittee;andin relation to each reporting period, the number of times(v)thecommitteemetthroughouttheperiodandthe	PARTIAL	TheBoardmayestablishappropriatecommitteestoassistintheoversightoftheCompany.The compositionofthecommitteesshallbeasfollows:•thecommitteeswillconsistofallmembersoftheBoardsolongastherearethree Directors;•eachcommitteewillhaveacharterapprovedbytheBoard;and•eachcommitteewillmaintainminutesofeachmeetingofthecommittee,whichwillbecirculatedtoallDirectors.The Board has established an audit, risk and compliance committee. At thepresent time, no other committees will be established because of the size oftheCompanyandtheinvolvementof theBoardin theoperationsof theCompany. The Board takes ultimate responsibility forthe operations of theCompany including, remuneration of Directors and executives and nominationstotheBoard.

RECOMMENDATIONS	COMPLY	EXPLANATION
individual attendances 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 financial reporting, including the processes fortheappointment and removal of the external auditor and the rotationofthe auditengagementpartner.		The audit, risk and compliancecommitteewill initiallybe comprisedof theBoard. The Board will annually confirm the membership of the committee. Thecommittee'sprimaryresponsibilitiesare to:•overseetheexistenceandmaintenanceofinternal controlsandaccountingsystems;overseethemanagementofrisk withintheCompany;••oversee thefinancialreportingprocess;•reviewtheannualandhalf-yearlyfinancialreportsandrecommendthemforapprovalbytheBoardofDirectors;•nominateexternalauditors;•reviewtheperformanceoftheexternalauditorsandexistingauditarrangements;andensurecompliancewithlaws,regulationsandotherstatutoryor•professionalrequirements,andtheCompany'sgovernancepolicies.The Board reviews and monitors the parameters under which such risks will bemanaged. Management accounts will be prepared and reviewed at subsequentBoardmeetings.Budgetsarepreparedandcomparedagainstactual results.ThecommitteewillbechairedbyanindependentDirector.
Recommendation4.2The Boardof a listed entity should, before itapproves the entity'sfinancial statementsfora financial period, receive from its CEO and CFOa declaration that the financial records of the entity have been properlymaintainedandthatthefinancialstatementscomplywiththeappropriate accounting standards and give a true and fair view of thefinancial position and performance of the entity and that the opinionhas been formed on the basis of a sound system of risk managementandinternalcontrolwhichisoperating effectively.	YES	The Board as a whole will undertake the selection and proper application ofaccounting policies, the integrity of financial reporting, the identification andmanagement of risk and review of the operation of the internal control systems.TheBoardhasextensivebusinessexperience,includingapplicationofaccountingprinciplestosimilarcompanies.The Management (including the CFO appointed under a part time contract) willthenprovidetherequireddeclarations.
Recommendation4.3	YES	The auditor of the Company is invited to attend the AGM of Shareholders. TheChairman will permit Shareholders to ask questions about the conduct of theauditandthepreparationandcontentoftheauditreport.

RECOMMENDATIONS	COMPLY	EXPLANATION
A listed entity that has an AGM should ensure that its external auditorattends its AGM and is available toanswer questions from securityholdersrelevanttotheaudit.
Principle5:Maketimelyandbalanceddisclosure
Recommendation5.1Alistedentityshould:havea writtenpolicy forcomplying with its continuousdisclosure(a)obligationsundertheListingRules;and(b)disclose that policyorasummaryofit.	YES	The Company has adopted a written policy for complying with its continuousdisclosureobligationsundertheASXListingRules.Thepolicyincludes:•the roles and responsibilities of Directors, officers and employeesincomplyingwiththeCompany'sdisclosureobligations;confidentialinformation;••externalcommunications,includingmediacontactandcoverage;and•measures for responding to and avoiding the emergence of a falsemarketintheCompany'sshares.The Company also has a formal policy for dealing in the Company's securitiesbyDirectors,employeesandcontractors.Thissetsouttheirobligationsregarding disclosure of dealing in the Company's securities. The Constitutionpermits Directors to acquire securitiesin the Company, however CompanypolicyprohibitsDirectorsandseniormanagementfromdealingwiththeCompany'ssecuritiesatanytimewhilstinpossessionofpricesensitiveinformation,including:•anymajorCompanyannouncements;•thereleaseoftheCompany'sannualandhalfyearlyfinancialresultstotheASX;and•theannualgeneralmeeting.Directors must advise theChairman of theBoard before buying or sellingsecurities in the Company. All such transactions are reported to the Board. Inaccordance with the provisions of the Corporations Act and the Listing Rules,the Company advises ASX of any transaction conducted by Directors in thesecuritiesoftheCompany

RECOMMENDATIONS	COMPLY	EXPLANATION
Principle6:Respectthe rightsofsecurityholders
Recommendation6.1Alistedentityshouldprovideinformationaboutitselfanditsgovernancetoinvestorsviaitswebsite.	YES	InformationabouttheCompanyanditscorporategovernanceisavailabletoallshareholdersattheCompany'swebsite.
Recommendation6.2Alistedentityshoulddesignandimplementaninvestorrelationsprogramtofacilitateeffectivetwo-waycommunicationwithinvestors.	YES	AninvestorrelationsprogramthatfacilitatescommunicationbetweenShareholdersandtheCompanyisavailableontheCompany'swebsite.
Recommendation6.3A listed entity should disclose the policies and processes it has in placetofacilitateandencourageparticipationatmeetingsofsecurityholders.	YES	InformationaboutpoliciesandprocessestofacilitateandencourageShareholderparticipationatmeetings isavailableattheCompany'swebsite.
Recommendation6.5Alistedentityshouldgivesecurityholderstheoptiontoreceivecommunications from, and send communications to, the entity and itssecurityregistryelectronically.	YES	TheBoardstrivestoensurethatShareholdersareprovidedwithsufficient information to assess the performance of the Company anditsDirectorsandtomakewellinformedinvestmentdecisions.InformationiscommunicatedtoShareholdersthrough:•annual andhalf-yearlyfinancialreportsandquarterlyreports;•annualandothergeneralmeetingsconvenedforShareholderreviewandapprovalofBoardproposals;•continuousdisclosureofmaterialchangestoASXforopenaccesstothepublic;and•the Company website where all ASX announcements, notices and financialreportsarepublishedassoonaspossibleafter releasetoASX.Shareholders have theoption of electing toreceive all shareholdercommunicationsbyemailandcanupdatetheircommunicationpreferences with the Company's Share Registry at any time. SecurityholderscanalsoregisterwiththeCompanyatinfo@mayurresources.comtoreceiveemailnotificationswheneveranannouncementismadebytheCompanytotheASX.

Principle 7: Recognise and manage risk

RECOMMENDATIONS	COMPLY	EXPLANATION
Recommendation7.1	PARTIAL	See Recommendation4.1inthistable.
TheBoard ofalistedentityshould:
haveacommitteeor committeestooverseerisk,eachofwhich:(a)
(i)hasatleastthreemembers,amajorityofwhomareindependentDirectors;and
(ii)ischairedbyan independentDirector,
anddisclose:
thecharterofthecommittee;(iii)
(iv)themembersofthecommittee;and
as at theend of each reporting period, the number of(v)times the committee met throughout the period and theindividual attendances of the members at those meetings;or
if it does not have a risk committee or committees that satisfy (a)(b)above, disclose that fact and the process it employs for overseeingtheentity'sriskmanagementframework.
Recommendation7.2TheBoardoracommitteeoftheBoardshould:review the entity's risk managementframeworkwith management(a)atleastannuallytosatisfyitselfthatitcontinuestobesound;and(b)disclose inrelationtoeachreportingperiod,whethersuchareview	NO	The Board has identified significant areas of business and legal risk totheCompany, as outlined in Section 12 of the Company's IPO Prospectus. Theidentification, monitoring and, where appropriate, the reduction of significantrisk tothe Companywill, in the first instance,be the responsibility of theManaging Director who will report to the Board on such matters. The Boardregularly reviews and monitors the parameters under which such risks will bemanaged.
hastakenplace.		TheCompanyconsidersitunnecessary,duetothesizeof theCompany'currentoperations, to implement a formal program that identifies risk to theCompany.This position will be reviewed as the Company grows in size andoperationsbecomemore complex.
Recommendation7.3		TheCompanydoesnothaveaninternalauditfunctionduetothesizeandnatureoftheCompany.TheBoardregularlydiscussesrisksassociatedwiththe

RECOMMENDATIONS	COMPLY	EXPLANATION
Alisted entityshoulddisclose:if it has an internal audit function, how the function is structured(a)and whatroleitperforms;orif itdoes nothave an internal audit function, that fact and the(b)processes it employs for evaluating and continually improving theeffectivenessofitsriskmanagementandinternalcontrolprocesses.	NO	currentand proposedoperationsof the Company.As the Company matures,thispositionwillbereassessed.
Recommendation7.4A listed entity should disclose whether it has any material exposure toeconomic, environmental and social sustainability risks and, if it does,howitmanagesorintendstomanagethoserisks.	YES	The Board has identified the significantareasof potential businessand legal riskof the Company, including economic risk in Section 12 of the Company's IPOProspectus.Theidentification,monitoringand,whereappropriate,thereduction of significant risk tothe Company will be theresponsibility of theBoard.
Principle8:Remuneratefairlyandresponsibly
Recommendation8.1The Boardofalistedentityshould:havearemunerationcommitteewhich:(a)hasatleastthreemembers,amajorityofwhomare(i)independentDirectors;andischairedbyan independentDirector,(ii)anddisclose:thecharterofthecommittee;(iii)themembersofthecommittee;and(iv)asattheendofeachreportingperiod,thenumberof(v)timesthecommitteemetthroughouttheperiodandtheindividualattendancesofthemembersatthosemeetings;or	NO	The Board has notformally establisheda remuneration committeeas theDirectorsconsiderthattheCompanyisnotcurrentlyofasize,norareitsaffairsofsuchcomplexity,tojustifytheformationofaremunerationcommittee.The Board as a whole is responsible for the remuneration arrangements forDirectors and executives of the Company and considers it appropriate todiscuss such matters at a Board meeting, within the parameters set out intheConstitution.TheCompanywillreviewthispositionannually.

RECOMMENDATIONS	COMPLY	EXPLANATION
(b)if it doesnot have a remuneration committee, disclose that factand the processes itemploys forsetting the level and compositionofremunerationforDirectorsandseniorexecutivesandensuringthatsuch remunerationisappropriateandnotexcessive.
Recommendation8.2A listed entity shouldseparatelydiscloseits policiesandpracticesregardingtheremunerationofnon-executiveDirectorsandtheremuneration of executive Directors and other senior executives andensurethat the differentroles and responsibilities of non-executiveDirectors compared to executive Directors and other senior executivesarereflectedinthelevelandcompositionoftheirremuneration.	YES	The Company will provide details in its annual report of the process it employsin relation tosetting the level and composition of remuneration for Directorsandseniormanagement.Themaximumaggregateannualamountofremuneration which may be paid to non-executive Directors is $250,000 andcannotbeincreasedwithoutthe approvalofShareholders.
Recommendation8.3Alistedentitywhich hasanequity-basedremunerationschemeshould:have a policy on whether participants are permitted to enter into(a)transactions (whether through the use of derivatives or otherwise)whichlimit theeconomicriskofparticipatinginthescheme;and(b)disclose that policyorasummaryofit.	NO	In the absence of a remuneration committee, the Board will decide on a caseby case basis if participants are permitted to enter into transactions which limitthe economic risk of participating in the scheme. A formal policy has not beenestablished by the Company due to its small size. This position will be reviewedannually.