PROSPECT RESOURCES LIMITED — Governance Information 2023

Sep 20, 2023

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Prospect Resources Limited

30 124 354 329 30 June 2023

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: https://www.prospectresources.com.au/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 19 September 2023 and has been approved by the board.

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

Date: 19 September 2023 Name of authorised officer authorising lodgement: Lee Tamplin, 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:https://www.prospectresources.com.au/corporate-governance	☐set outin our Corporate Governance Statement OR☐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) in:our Corporate Governance Statementand whether a performance evaluation was undertaken for thereporting period in accordance with that process in:our Corporate Governance Statement	☐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.	☒and we have disclosed a copy of the charter of the committee at:https://www.prospectresources.com.au/corporate-governanceand the information referred to in paragraphs (4) and (5) in:the Corporate Governance Statement	☐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
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 in:the Corporate Governance Statementand, where applicable, the information referred to in paragraph (b)in:the Corporate Governance Statementand the length of service of each director in:the 2023Annual Report	☐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
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
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 in:the Corporate Governance Statement and on the Company'swebsite	☐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:https://www.prospectresources.com.au/corporate-governance	☐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:https://www.prospectresources.com.au/corporate-governance	☐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:……………………………………………………………………………[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. Our5reasons for not doing so are:
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.	☒and we have disclosed a copy of the charter of the committee at:https://www.prospectresources.com.au/corporate-governanceand the information referred to in paragraphs (4) and (5)in:the Corporate Governance Statement	☐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:https://www.prospectresources.com.au/corporate-governance	☐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.prospectresources.com.au	☐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 holdersin:the Corporate Governance Statement	☐set outin our Corporate Governance Statement
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

	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 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.	☒and we have disclosed a copy of the charter of the committee at:https://www.prospectresources.com.au/corporate-governanceand the information referred to in paragraphs (4) and (5) in:the Corporate Governance Statement	☐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 in:ASX announcementsand, if we do, how we manage or intend to manage those risks in:the ASX announcements	☐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.	☒and we have disclosed a copy of the charter of the committeeat:https://www.prospectresources.com.au/corporate-governanceand the information referred to in paragraphs (4) and (5)at:the Corporate Governance Statement	☐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 executivesin:the 2021 Annual Report	☐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:https://www.prospectresources.com.au/corporate-governance	☐set outin our Corporate Governance Statement OR☐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 in:the Corporate Governance Statement	☐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

2023 CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement sets out Prospect Resources Limited's (Company) current compliance with the fourth edition ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (ASX Principles and Recommendations). The ASX Principles and Recommendations are not mandatory. However, the Company will be required to provide a statement in its future annual reports disclosing the extent to which the Company has followed the ASX Principles and Recommendations. This corporate governance statement is current as at 19 September 2023 and has been approved by the board of the Company (Board).

ASX Principles and Recommendations		Comply(Yes/No)	Explanation
1.	Lay Solid Foundations for Management and Oversight
1.1.	A listed entity should have and disclosea board charter setting out:	Yes	website at:	A copy of the Company's Board Charter is available on its
	(a) the respective roles andresponsibilities of its board and			https://prospectresources.com.au/corporate-governance/
	management; and(b) those matters expressly reservedto the board and those delegatedto management.			The Board is responsible for the corporate governance of theCompany. The Board develops strategies for the Company,reviews strategic objectives and monitors performanceagainst those objectives. The goals of the corporategovernance processes are to:
			(a)	maintain and increase Shareholder value;
			(b)	ensure a prudential and ethical basis for theCompany's conduct and activities; and
			(c)	ensure compliance with the Company's legal andregulatory objectives.
				Consistent with these goals, the Board assumes the followingresponsibilities:
			(a)	developing initiatives for profit and asset growth;
			(b)	reviewing the corporate, commercial and financialperformance of the Company on a regular basis;
			(c)	acting on behalf of, and being accountable to, theShareholders; and
			(d)	identifying business risks and implementing actionsto manage those risks and corporate systems toassure quality.
				The Company is committed to the circulation of relevantmaterials to Directors in a timely manner to facilitateDirectors' participation in Board discussions on a fullyinformed basis.
				It is expected that the division of responsibility of the Boardand senior executives will vary with the evolution of the

ASX Principles and Recommendations		Comply(Yes/No)	Explanation
			Company. The Company intends to regularly review thebalance of responsibilities to ensure that the division offunctions remains appropriate to the needs.
1.2.	A listed entity should:(a) undertake appropriate checksbefore appointing a director orsenior executive, or puttingsomeone forward for election as adirector; and(b) provide security holders with allmaterial information in itspossession relevant to a decisionon whether or not to elect or reelect a director.	Yes	TheCompanyundertakesappropriatechecksbeforeappointing a person as a Director or senior executive of theCompany.When the election of Directors are put to security holders ata meeting of members, all material information relevant tothe vote are incorporated in the meeting documents, whichincludes their relevant professional history and qualifications.
1.3.	A listed entity should have a writtenagreement with each director andsenior executive setting out the termsof their appointment.	Yes	The Company has written agreements in place with each ofits Directors and senior executives.
1.4.	The company secretary of a listedentity should be accountable directly tothe board, through the chair, on allmatters to do with the properfunctioning of the board.	Yes	The Company Secretary is directly accountable to the Boardon all matters to do with the proper functioning of the Boardand operates independently of the executives.
1.5.	A listed entity should:(a) have and disclose a diversity policy;(b) through its board or a committeeof the board set measurableobjectives for achieving genderdiversity in the composition of itsboard, senior executives andworkforce generally; and(c) discloserelationeachintoreporting period:a. the measurable objectivesset for that period toachieve gender diversity;b. the entity's progresstowards achieving thoseobjectives; andeither:c.(A) the respective proportions ofmen and women on the board, insenior executive positions andacross the whole workforce(including how the entity hasdefined "senior executive" for thesepurposes); or	No	The Board recognises the importance and value of diversityhowever does not have a formal diversity policy in place

ASX Principles and Recommendations	Comply(Yes/No)	Explanation
(B) if the entity is a "relevantemployer" under the WorkplaceGender Equality Act, the entity'smost recent "Gender EqualityIndicators", as defined in andpublished under that Act.If the entity was in the S&P / ASX 300 Index atthe commencement of the reporting period, themeasurable objective for achieving genderdiversity in the composition of its board shouldbe to have not less than 30% of its directors ofeach gender within a specified period.
A listed entity should:1.6.(a) have and disclose a process forperiodically evaluating theperformance of the board, itscommittees and individualdirectors; and(b) disclose, for each reporting period,whether a performance evaluationhas been undertaken inaccordance with that processduring or in respect of that period.	Yes	Performance evaluation isundertaken by the Chairmanagainst agreed key performance indicators and reported tothe Board. In the case of the Chairman, performanceevaluation is undertaken by the Board against agreed keyperformance indicators, with the Chairman excusing himselffrom such discussion and not participating in any vote orresolution on the issue.The Board will implement anddisclose a formal policy at such time as is practical.Performance evaluations were not conducted during thereporting period.
1.7.A listed entity should:(a) have and disclose a process forperiodically evaluating theperformance of its seniorexecutives at least once everyreporting period; and(b) disclose, in relation to eachreporting period, whether aperformance evaluation has beenundertaken in accordance withthat process during or in respect ofthat period.	No	The Board and senior management team will regularlyreview the performance of its senior executives and manageany issues that may emerge. However, the Company has notfound it necessary to disclose the process for evaluatingperformance. The Board will implement and disclose a formalpolicy at such time as is practical.The Board hasimplemented formal short term incentive and long termincentive programmes with vesting based on hurdles whichhave been disclosed to the Market and contained within theremuneration report section of the Annual Report.A performance evaluation was conducted in the reportingperiod.
Structure the Board to be Effective and Add Value2.
2.1.The board of a listed entity should:(a) have a nomination committeewhich:(1) has at least three members, amajority of whom areindependent directors; and(2) is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) themembersofthecommittee; and	Yes	The Company has established a combined Remuneration andNomination Committee. The members of the Committee are:•Mr Wheatley (Chair of the Committee);•Mr Fahey;•Mr Rusike; and•Mr ChenAll of the Committee members are independent, NonExecutive Directors.

	Comply
ASX Principles and Recommendations	(Yes/No)	Explanation
(5) as at the end of eachreporting period, the numberof times the committee metthroughout the period and theindividual attendances of the		The Committee is chaired by Mr Wheatley who is anIndependent Director.The Charter of the Nomination and Remuneration Committeeis available on the Company website.
members at those meetings;or(b) if it does not have a nominationcommittee, disclose that fact andthe processes it employs toaddress board succession issuesand to ensure that the board hasthe appropriate balance of skills,knowledge, experience,independence and diversity toenable it to discharge its dutiesand responsibilities effectively.		The number of meetings held by the Committee andindividual attendance of those meetings is disclosed in theCompany's Annual Report.
A listed entity should have and disclose2.2.a board skills matrix setting out themix of skills and diversity that theBoard currently has or is looking toachieve in its membership.	No	The Board intends to adopt a formal skills matrix in duecourse, however the Board has met and discussed the skillsand diversity it has currently and considers it to becommensurate with its business activities at this presenttime.
A listed entity should disclose:2.3.(a) the names of the directorsconsidered by the board to beindependent directors;(b) if a director has an interest,position, affiliation or relationshipof the type described in Box 2.3but the board is of the opinion thatit does not compromise theindependence of the director, thenature of the interest, position orrelationship in question and anexplanation of why the board is ofthat opinion; and(c) the length of service of eachdirector.	Yes	The Company recognises that independent directors areimportant in assuring shareholders that the Board is fulfillingits role and is diligent in holding senior managementaccountable for its performance. The Board assesses eachof the directors against specific criteria to decide whetherthey are in a position to exercise independent judgment.Directors of Prospect are considered to be independent whenthey are independent of management and free from anybusiness or other relationship that could materially interferewith, the exercise of unfettered and independent judgement.In making this assessment, the Board considers all relevantfacts and circumstances and also gives consideration tointerests, positions, associations or relationships set out bythe ASX Corporate Governance Council.The Board of Prospect has reviewed the independence ofeach Director and considers that Mr Mark Wheatley, MrGerard Fahey, Mr Zed Rusike and Mr Henian Chen areconsidered as independent directors.
		Information with respect to potential issues of independencemay be disclosed to the market but no formal policy existsto ensure such disclosure.
		The length of service of each Director is published in theCompany's Annual Report.

ASX Principles and Recommendations		Comply(Yes/No)	Explanation
2.4.	A majority of the board of a listedentity should be independent directors.	Yes	The Company considers that the majority of the Board iscomprised of independent Directors being 4 of the current 6Directors.
			The Company considers that the Board is appropriatelystructured given the scale of operations, the extensiveknowledge of each of the directors regarding the Companyand its business and their substantial experience andrecognition in the mining industry and other industriesrelevant to the Company's operations.
2.5.	The chair of the board of a listed entityshould be an independent director and,in particular, should not be the sameperson as the CEO of the entity.	Yes	The Company's Chairman, Mr Wheatley, is an IndependentNon-Executive Director of the Company. The Chairman is notthe same person as the Managing Director (equivalent toCEO), Mr Hosack.
2.6.	A listed entity should have a programfor inducting new directors and forperiodically reviewing whether there isa need for existing directors toundertake professional development tomaintain the skills and knowledge	No	The Company does not have a formal program for inductingnew Directors, however the Company takes care in inductingnew Directors to ensure they are able to effectively manageand govern the Company before their nomination aspotential Directors.
	needed to perform their role asdirectors effectively.		AllDirectorsareencouragedtoundergocontinualprofessional development.

ASX Principles and Recommendations		Comply(Yes/No)	Explanation
3.	Instill a Culture of acting Lawfully, Ethically and Responsibly
3.1.	A listed entity should articulate and	Yes	The Company's values are:
	disclose its values		•Employ and train local people;•Utilise local suppliers;•Empower local communities; and•Pay sustainable dividends to all shareholdersThe Company values are available on the Company'swebsite.
3.2.	A listed entity should:(a) have and disclose a code ofconduct for its directors, seniorexecutives and employees; and(b) ensure that the board or acommittee of the board isinformed of any material breachesof that code.	Yes	TheBoardiscommittedtotheestablishmentandmaintenance of appropriate ethical standardsand hasapproved a code of conduct which is published on its website and can be found here:https://prospectresources.com.au/corporate-governance/The Board is informed of any material breaches of the Code.
3.3.	A listed entity should:(a) have and disclose a whistleblowerpolicy; and(b) ensure that the board or acommittee of the board isinformed of any material incidentsreported under that policy.	Yes	The Company has adopted a Whistleblower Policy which isavailable on the Company's website.Clause 4.3 of the Whistleblower Policy provides that theBoard of Directors of the Company or a committee of theBoard, must be informed of any material incidents reportedunder the Policy.
3.4.	A listed entity should:(a) have and disclose an anti-briberyand corruption policy; and(b) ensure that the board or acommittee of the board isinformed of any material breachesof that policy.	No	The Company does not currently have an Anti-Bribery andCorruption Policy in place.
4.	Safeguard the Integrity of Financial Reports
4.1.	The board of a listed entity should:(a) have an audit committee which:(1) has at least three members, allof whom are non-executivedirectors and a majority ofwhom are independentdirectors; and(2) is chaired by an independentdirector, who is not the chairof the board,and disclose:(3) the charter of the committee;(4) the relevant qualifications andexperience of the members ofthe committee; and(5) in relation to each reportingperiod, the number of timesthe committee met throughoutthe period and the individualattendances of the membersat those meetings; or	Yes	The Company has established a combined Audit and RiskCommittee. The members of the Committee are:Mr Rusike (Chair of the Committee);••Mr Gupta; and•Mr ChenThe Committee comprises of all Non-Executive Directors amajority of whom are independent.The Committee is chaired by Mr Rusike who is anIndependent Director.The Charter of the Audit and Risk Committee is available onthe Company website.TherelevantqualificationsandexperienceofeachCommittee Member is disclosed in the Directors Report,published in the Annual Report.

PROSPECT RESOURCES LIMITED (ASX:PSC) | CORPORATE GOVERNANCE STATEMENT | 2023 6

ASX Principles and Recommendations	Comply(Yes/No)	Explanation
(b) if it does not have an auditcommittee, disclose that fact andthe processes it employs thatindependently verify and safeguardthe integrity of its corporatereporting, including the processesfor the appointment and removalof the external auditor and therotation of the audit engagementpartner.		The number of meetings held by the Committee andindividual attendance of those meetings is disclosed in theCompany's Annual Report
The board of a listed entity should,4.2.before it approves the entity's financialstatements for a financial period,receive from its CEO and CFO adeclaration that, in their opinion, thefinancial records of the entity havebeen properly maintained and that thefinancial statements comply with theappropriate accounting standards andgive a true and fair view of thefinancial position and performance ofthe entity and that the opinion hasbeen formed on the basis of a soundsystem of risk management andinternal control which is operatingeffectively.	Yes	Prior to the execution of the financial statements of theCompany, the Company's Managing Director and ChiefFinancial Officer provides the Board with a declaration thatthe financial records of the entity have been properlymaintained and that the financial statements comply with theappropriate accounting standards and give a true and fairview of the financial position and performance of the entity,and that the opinion has been formed on the basis of a soundsystem of risk management and internal control, which isoperating effectively.
4.3.A listed entity should disclose itsprocess to verify the integrity of anyperiodic corporate report it releases tothe market that is not audited orreviewed by an external auditor	Yes	The Board is responsible for reviewing and approving therelease of any periodic corporate report to the market thathas not been subject to audit or review by an externalauditor.The releases undergo functional sign offs andreviews by executives prior to the Board reviewing.
Make Timely and Balanced Disclosure5.
A listed entity should have and disclose5.1.a written policy for complying with itscontinuous disclosure obligations underListing Rule 3.1.	Yes	The Company' has a Continuous Disclosure Policy thatoutlines the processes to be followed by the Company toensure compliance with its continuous disclosure obligationsand the corporate governance standards applied by theCompanyin its communications to the market. TheContinuous Disclosure is available on the Company Websiteat https://prospectresources.com.au/corporate-governance/The Company is committed to providing relevant up-to-date
		information to its shareholders and the broader investmentcommunity in accordance with the continuous disclosurerequirementsundertheASXListingRulesandtheCorporations Act.
		The Board has designated the Company Secretary as thepersonresponsibleforoverseeingandcoordinatingdisclosure of information to the ASX and shareholders as wellas providing guidance to Directors and employees ondisclosure requirements and procedures.
5.2.A listed entity should ensure that itsBoard received copies of all materialmarket announcements promptly afterthey have been made.	Yes	If any material market announcement is made without theprior approval of the Board, the management of theCompany ensures that the Board is provided with a copy ofsuch an announcement promptly after it has been made

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	ASX Principles and Recommendations	Comply(Yes/No)	Explanation
5.3.	A listed entity that gives a new andsubstantive investor or analystpresentation should release a copy ofthe presentation materials on the ASXMarket Announcements Platform aheadof the presentation.	Yes	The Company ensures that a copy of the presentationmaterials are released to ASX (even if the information in thepresentation would not otherwise require market disclosure).
6.	Respect the Rights of Securityholders
6.1.	A listed entity should provideinformation about itself and itsgovernance to investors via its website.	Yes	The Company's information is provided on its websitewww.prospectresources.com.au.
6.2.	A listed entity should have an investorrelations program that facilitateseffective two-way communication with	Yes	The Company has an investor relations program and ensuresthat all material information is conveyed to its investors.
	investors.		Material communications are dispatched to investors eithervia email, surface mail and/or via market announcement.
			The Company has adopted a Shareholder CommunicationsPolicy which is available on its website.
6.3.	A listed entity should disclose how itfacilitates and encourages participationat meetings of security holders.	Yes	The Shareholder Communications Policy sets out the policiesand processes the Company has in place to facilitate andencourage participation at meetings of Shareholders.
			All shareholders are notified in writing of general meetingsand are encouraged to attend and participate in the AnnualGeneral Meetings of the Company.
			The Company intends to accommodate shareholders whoare unable to attend general meetings in person byaccepting votes by proxy.
			Further, any material presented to shareholders at themeeting will be released to the ASX immediately prior to thecommencement of the meeting for the benefit of thoseshareholders who are unable to attend in person. TheCompany will also announce to the ASX the outcome of eachmeeting immediately following its conclusion.
			At each general meeting, shareholders will be given anopportunity to ask questions in relation to the resolutions putto shareholders at that meeting, and in respect of theCompany's business and operations generally.
			At each AGM, shareholders will also be invited by theChairman to ask questions of the Company's external auditorand the Board in relation to the annual financial report of theCompany and the conduct of the audit.
6.4.	A listed entity should ensure that allsubstantive resolutions at a meeting ofsecurity holders are decided by a pollrather than by a show of hands.	Yes	All substantive resolutions at a meeting of security holderswill be decided by a poll rather than a show of hands.
6.5.	A listed entity should give securityholders the option to receivecommunications from, and sendcommunications to, the entity and itssecurity registry electronically.	Yes	The Company encourages shareholders to register forreceipt of announcements and updates electronically.

ASX Principles and Recommendations		Comply(Yes/No)	Explanation
7.	Recognise and Manage Risk
7.1.	The Board of a listed entity should:(a) have a committee or committeesto oversee risk, each of which:(1) has at least three members, amajority of whom areindependent directors; and(2) is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) themembersofthecommittee; and(5) as at the end of eachreporting period, the numberof times the committee metthroughout the period and theindividual attendances of themembers at those meetings;or(b) if it does not have a riskcommittee or committees that	Yes	The Company established an Audit and Risk Committee. TheCommittee had 3 members (see Recommendation 4.1above)The Charter of the Audit and Risk Committee is available onthe Company website.The number of meetings heldby the Committee andindividual attendance of those meetings is disclosed in theCompany's Annual Report
	satisfy (a) above, disclose that factand the processes it employs foroverseeing the entity's riskmanagement framework.
7.2.should:	The board or a committee of the board(a) review the entity's riskmanagement framework at leastannually to satisfy itself that itcontinues to be sound and that theentity is operating with due regardto the risk appetite set by theBoard; and(b) disclose in relation to eachreporting period, whether such areview has taken place.	No	The Board is responsible for overseeing the Company's riskmanagement systems, practices and procedures to ensureeffective risk identification and management and compliancewith internal guidelines and external requirements.As of the end of this reporting period, the Board has notcompleted its review.
7.3.	A 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 auditfunction, that fact and theprocesses it employs for evaluatingand continually improving theeffectiveness of its governance,risk management and internalcontrol processes.	No	The Company does not have an internal audit function anddoes not disclose the processes it uses to improve riskmanagement.Nonetheless,itremainscommittedtoeffective management and control of these factors.
7.4.	A listed entity should disclose whetherit has any material exposure toenvironmental or social risks and, if itdoes, how it manages or intends tomanage those risks.	Yes	All material risks are announced to the market, in accordancewith the requirements of the ASX listing rules and otherwise.

	ASX Principles and Recommendations	Comply(Yes/No)	Explanation
8.8.1.	Remunerate Fairly and ResponsiblyThe Board of a listed entity should:(a)have a remuneration committeewhich:(1) has at least three members,a majority of whom areindependent directors; and(2) is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) the members of thecommittee; and(5) as at the end of eachreporting period, the numberof times the committee metthroughout the period andthe individual attendances ofthe members at thosemeetings; or(b)if it does not have aremuneration committee,disclose that fact and theprocesses it employs for settingthe level and composition ofremuneration for directors andsenior executives and ensuring	Yes	TheCompanyhasacombinedNominationandRemuneration Committee. The Committee has 3 members(see Recommendation 2.1 above).The Charter of the Nomination and Remuneration Committeeis available on the Company website.The number of meetings held by the Committee andindividual attendance of those meetings is disclosed in theCompany's Annual Report
	that such remuneration is
8.2.	appropriate and not excessive.A listed entity should separatelydisclose its policies and practicesregarding the remuneration of nonexecutive directors and theremuneration of executive directorsand other senior executives.	Yes	TheCompany'spoliciesandpracticesregardingtheremuneration of all Directors and other senior executives isset out in the Company's Annual Report for each financialyear.
8.3.	A listed entity which has an equitybased remuneration scheme should:(a) have a policy on whetherparticipants are permitted to enterinto transactions (whether throughthe use of derivatives orotherwise) which limit theeconomic risk of participating inthe scheme; and(b) disclose that policy or a summary ofit.	Yes	The Company'sSecurities Trading Policy provides thatDirectors, officers and employees are prohibited fromentering into transactions or arrangements which limit theeconomic risk of participating in unvested entitlements underany equity based remuneration schemes. The Company'sSecurities Trading Policy is available on its website.
9.	Additional Recommendations that Apply Only in Certain Circumstances
9.1.	A listed entity with a director who doesnot speak the language in which boardor security holder meetings are held orkey corporate documents are writtenshould disclose the processes it has inplace to ensure the directorunderstands and can contribute to thediscussions at those meetings andunderstands and can discharge theirobligations in relation to thosedocuments.	Yes	The Board includes Mr Henian Chen a native and resident ofChina. To ensure that Mr Chen is able to discharge hisdirector's duties appropriately, key documentation, includingBoard papers, are translated for Mr Chen. Mr Chen also hasan Alternate Director, Ms Simone Sun, who translates allboard material, attends all Board meetings with Mr Chen andacts as a translator as required in session.
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