QX RESOURCES LIMITED — Governance Information 2017

Oct 5, 2017

Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:
Black Mountain ResourcesLimited
ACN / ARBN:	Financial year ended:
147 106 974	30 June 2017

Our corporate governance statement2 for the above period above can be found at:3

These pages of our annual report:

This URL on our website: http://www.blackmountainresources.com.au/corporate/corporategovernance.aspx

The Corporate Governance Statement is accurate and up to date as at 6 October 2017 and has been approved by the Board.

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

Date: 6 October 2017

Signed:

Print name: Susan Hunter (Company Secretary)

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

2 "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.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

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		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND	OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat[insert location]… and information about the respective roles and responsibilities ofour board and management(including those matters expresslyreserved to the board and those delegatedto management):at[insert location]	an explanation why that is soin our Corporate GovernanceStatementORwe arean externally managed entity and this recommendationis therefore not applicable
1.2	Alisted entity should:(a)undertake appropriate checks before appointing a person, orputting forward tosecurity holders a candidate for election,as a director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	… the factthat we follow this recommendation:in our Corporate Governance StatementORat[insert location]	an explanation why that is soin our Corporate GovernanceStatementORwe 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.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat[insert location]	an explanationwhy that is soin our Corporate GovernanceStatementORwe 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 with theproper functioning of the board.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat[insert location]	an explanationwhy that is soin our Corporate GovernanceStatementORweare an externally managed entity and this recommendationis therefore not applicable

4 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		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
1.5	A listed entity should:(a)have a diversity policy which includes requirements for theboardor a relevant committee of the board tosetmeasurable objectives for achieving gender diversity andtoassess annually both the objectives and the entity's progressin achieving them;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting periodthemeasurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordancewith the entity's diversity policy and its progress towardsachieving themand either:(1)the respective proportions of men and women on theboard, in senior executive positions and across thewhole organisation (including how the entity has defined"senior executive" for these purposes); or(2)if the entity is a "relevant employer" under the WorkplaceGender Equality Act, the entity's most recent "GenderEquality Indicators", as defined in and published underthat Act.	… the fact that we have a diversity policy that complies withparagraph(a):in our Corporate Governance StatementORat[insert location]… and a copy of our diversity policy or a summary of it:athttp://www.blackmountainresources.com.au/corporate/corporategovernance.aspx… and the measurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordance with ourdiversity policy and our progress towardsachieving them:in our Corporate Governance Statement ORat[insert location]… and the information referred to in paragraphs (c)(1) or(2):in our Corporate Governance StatementORat[insert location]	an explanationwhy that is soin our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
1.61.7	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of its senior executives; and(b)disclose,in relation to each reporting period, whether a	… the evaluationprocess referred to in paragraph (a):in our Corporate Governance StatementORat[insert location]… and the information referred to in paragraph (b):in our Corporate Governance StatementORat[insert location]… the evaluationprocess referred to in paragraph (a):in our Corporate Governance StatementORat[insert location]… and the information referred to in paragraph (b):	an explanation why that is soin our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicablean explanationwhy that is soin our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
	performance evaluation was undertaken in the reportingperiod in accordance with that process.	in our Corporate Governance StatementORat[insert location]

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 2 -	STRUCTURE THE BOARD TO 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 endof 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 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):]… the fact that we have a nomination committee that complies withparagraphs (1) and (2):in our Corporate Governance Statement ORat[insert location]… and a copy of the charter of the committee:athttp://www.blackmountainresources.com.au/corporate/corporategovernance.aspx… and the information referred to in paragraphs (4) and (5):in our Corporate Governance Statement(members of theCommittee)ANDthe30 June 2017Annual Financial Reportincludes the numberof times the Committee met through the period and theindividual attendances of the members at those meetings[If the entity complies with paragraph (b):]… the fact that we do not have a nomination committee and theprocesses we employ to address board succession issues and toensure that the board has the appropriate balance of skills,knowledge, experience, independence and diversity to enable it todischarge its duties and responsibilities effectively: N/Ain our Corporate Governance Statement ORat[insert location]	an explanationwhy that is soin our Corporate GovernanceStatement ORwe 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 and diversity that the board currentlyhas or is looking to achieve in its membership.	… our boardskills matrix:in our Corporate Governance Statement ORathttp://www.blackmountainresources.com.au/corporate/corporate-governance.aspx	an explanation why that is soin our Corporate GovernanceStatement ORwe are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
2.3	A listed entity should disclose:(a)the namesof the directors considered by the board to beindependent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box2.3but the boardis of the opinion that it does not compromise theindependence ofthe director, the nature of the interest,position, association or relationship in question and anexplanation of why the board is of that opinion; and(c)the length of service of each director.	… the names of the directors considered by the board to beindependentdirectors:in our Corporate Governance StatementORat[insert location]… and, where applicable, the information referred to in paragraph (b):in our Corporate Governance StatementORat[insert location]… and the length of service of each director:in our Corporate Governance Statement ORthe 30 June 2017Annual Financial Reportinclude the length ofservice of each Director.	an explanationwhy that is soin our Corporate GovernanceStatement
2.4	A majority of the board of a listed entity should be independentdirectors.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat[insert location]	an explanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
2.5	The chair of the board of a listed entity should be an independentdirector and, in particular, should not be the same person as theCEO of the entity.	… the fact thatwe follow this recommendation:in our Corporate Governance StatementORat[insert location]	an explanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity shouldhave a program for inducting new directorsand provideappropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directorseffectively.	… the factthat we follow this recommendation:in our Corporate Governance StatementORat[insert location]	an explanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
PRINCIPLE 3 –	ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, senior executivesand employees; and(b)disclose that code or a summary of it.	… our codeof conduct or a summary of it:in our Corporate Governance StatementORathttp://www.blackmountainresources.com.au/corporate/corporategovernance.aspx	an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 4 –	SAFEGUARD INTEGRITY IN CORPORATE REPORTING
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 not thechair 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 verify andsafeguard the integrity of its corporate reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner.	[If the entity complies with paragraph (a):]… the fact that we have an audit committee that complies withparagraphs (1) and (2):in our Corporate Governance StatementORat[insert location]… and a copy of the charter of the committee:athttp://www.blackmountainresources.com.au/corporate/corporate-governance.aspx… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementORin the 30 June 2017Annual Financial Report.[If the entity complieswith paragraph (b):]… the fact that we do not have an audit committeeand the processeswe employ that independently verify and safeguard the integrity of ourcorporate reporting, including the processes for the appointment andremoval of the external auditor and the rotation of the auditengagementpartner:in our Corporate Governance StatementORat[insert location]	an explanation why that is soin our Corporate GovernanceStatement
4.2	The board of a listed entity should, before it approves the entity'sfinancial statements for a financial period, receive fromits CEOand CFO a declaration that, in their opinion,the financial recordsof the entity have been properly maintained and that the financialstatements comply with the appropriate accounting standardsand give a true and fair view of the financial position andperformance of the entityand that the opinion has been formedon the basis of a sound system of risk management and internalcontrol which is operating effectively.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat[insert location]	an explanation why that is soin our Corporate GovernanceStatement
4.3	A listed entity that has an AGM should ensure that its externalauditor attends its AGM and is available to answer questionsfrom security holders relevant to the audit.	… the fact thatwe follow this recommendation:in our Corporate Governance StatementORat[insert location]	an explanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity that does not holdanannual general meeting and this recommendation is thereforenot applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationperiod above. We have disclosed …4of the
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it:in our Corporate Governance StatementORpolicy is included in the Corporate Governance Plan athttp://www.blackmountainresources.com.au/corporate/corporate-governance.aspx		an explanationwhy that is soin our Corporate GovernanceStatement
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.	… information about us and our governance on our website:athttp://www.blackmountainresources.com.au/corporate/corporate-governance.aspx		an explanationwhy that is soin our Corporate GovernanceStatement
6.2	A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors.	… the factthat we follow this recommendation:in our Corporate Governance StatementORat[insert location]		an explanationwhy that is soin our Corporate GovernanceStatement
6.3	A listed entity should disclose the policies and processes it has inplace to facilitate and encourage participation at meetings ofsecurity holders.	… our policies and processes for facilitating and encouragingparticipation at meetings of security holders:in our Corporate Governance StatementORat[insert location]		an explanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity that does not holdperiodic meetingsof security holders and this recommendationis therefore not applicable
6.4	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat[insert location]		an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 7 –	RECOGNISE AND MANAGERISK
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 number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a risk committee or committeesthatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	[If the entity complies with paragraph (a):]… the fact that we have a committee or committees to oversee riskthat complywith paragraphs (1) and (2):in our Corporate Governance StatementORat[insert location]… and a copy of the charter of the committee:athttp://www.blackmountainresources.com.au/corporate/corporate-governance.aspx… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementORin the Company's 30 June 2017Annual Financial Report[If the entity complies withparagraph (b):]… the fact that we do not have a risk committeeor committees thatsatisfy (a) and the processes we employ for overseeing our riskmanagement framework:in our Corporate Governance StatementORat[insert location]	an explanationwhy that is soin our Corporate GovernanceStatement
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; and(b)disclose,in relation to each reporting period, whether sucha review has taken place.	… the fact that board or a committee of the board reviewsthe entity'srisk management framework at least annually to satisfy itself that itcontinues to be sound:in our Corporate Governance StatementORat[insert location]… and that such a review has taken place in the reporting periodcovered by this Appendix4G:in our Corporate Governance Statement ORat[insert location]	an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 risk management andinternal control processes.	[If the entity complies with paragraph (a):]… how our internal audit function is structured and what role itperforms:in our Corporate Governance StatementORat[insert location][If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function and theprocesses we employ for evaluating and continually improving theeffectivenessof our risk management and internal control processes:in our Corporate Governance StatementORat[insert location]	an explanationwhy that is soin our Corporate GovernanceStatement
7.4	A listed entity should disclose whetherit has any materialexposureto economic, environmental and social sustainabilityrisksand, if it does, how it manages or intends to manage thoserisks.	… whether we have any material exposure to economic,environmental and social sustainabilityrisks and, if we do, how wemanage or intend to manage those risks:in our Corporate Governance StatementORat[insert location]	an explanationwhy that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a remuneration committee, disclose thatfact and the processes it employs for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	[If the entity complies with paragraph (a):]… the fact that we have a remuneration committee that complies withparagraphs (1) and (2):in our Corporate Governance StatementORat[insert location]… and a copy of the charter of the committee:athttp://www.blackmountainresources.com.au/corporate/corporate-governance.aspx… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementORat30 June 2017Annual Financial Report.[If the entity complies with paragraph (b):]… the fact that we do not have a remuneration committee and theprocesses we employ for setting the level and composition ofremuneration for directors and senior executives and ensuring thatsuch remuneration is appropriate and not excessive:N/Ain our Corporate Governance StatementORat[insert location]	an explanationwhy that is soin our Corporate GovernanceStatementORwe are an externally managed entity and this recommendation istherefore 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.	… separately our remuneration policies and practices regarding theremuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives:in our Corporate Governance StatementORat[insert location]	an explanation why that is so in our Corporate GovernanceStatementORwe 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.	… our policy on thisissue or a summary of it:in our Corporate Governance Statement ORat[insert location]	an explanationwhy that is so in our Corporate GovernanceStatement ORwe do not have an equity-based remuneration scheme and thisrecommendationis therefore not applicable ORwe are an externally managed entity and this recommendationis therefore not applicable

BLACK MOUNTAIN RESOURCES LIMITED ACN 147 106 974 (Company)

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDING 30 JUNE 2017

This Corporate Governance Statement is current as at 6 October 2017 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2017, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

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

The Company's Corporate Governance Plan is available on the Company's website at www.blackmountainresources.com.au**.**

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1A listed entity should have and disclose a charter whichsets out the respective roles and responsibilities of theBoard, the Chairand management,andincludes adescription of those matters expressly reserved to theBoardand those delegated to management.	YES	The Company has adopted a Corporate Governance Planthat setsout the specific roles and responsibilities of the Board,the Chairandmanagement and includes a description of those matters expresslyreserved to the Boardand those delegated to management.The Corporate Governance Plansets out the specific responsibilities ofthe Board, requirements as to the Board's composition, the roles andresponsibilities of the Chairman and Company Secretary, Directors'access to Company records and information, details of the Board'srelationship with management, details of the Board's performancereview and details of the Board's disclosure policy.A copy of the Company's Corporate Governance Plan, is available onthe Company's website.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointing aperson, or putting forward to security holders acandidate for election, as a Director; and(b)provide security holders with all material informationrelevant to a decision on whether or not to elect or reelect a Director.	YES	(a)The Company has guidelines for the appointment and selection ofthe Board in its Corporate Governance Planadopted by theCompany. The Company's Corporate Governance Planrequiresthat prior to appointing a director or recommending a newcandidate for election as a director that appropriate checks areundertaken as to the person's character, experience, education,criminal record and bankruptcy history.These checks wereundertaken will continue be undertakenin future prior toappointing a director or recommending a new candidate forelection as a director.(b)Under the Corporate Governance Plan, all material informationrelevant to a decision on whether or not to elect or re-elect aDirector mustbe provided to security holders in theNotice ofMeeting containing the resolution to elect or re-elect a Director.The Board will ensure this material information in included in theCompany's 2017Notice of Annual General Meeting.
Recommendation 1.3A listed entity should have a written agreement with eachDirectorand senior executive setting out the terms of theirappointment.	PARTIALLY	The Company's Corporate Governance Planrequires the Companytoensure that each Director and senior executive is a party to a writtenagreement with the Company which sets out the terms of thatDirector's or senior executive's appointment.The Company is currently updating all written agreements with itsDirectors and senior executives and these will be in place for the nextfinancial year.
Recommendation 1.4The company secretary of a listed entity should beaccountable directly to the Board, through the Chair, onall matters to do with the proper functioning of the Board.	YES	TheCo0rporate Governance Planoutlines the roles, responsibility andaccountability of the Company Secretary.In accordance with this, theCompany Secretary reports to the Board through the Chairman and isresponsible for monitoring theextent that Board policy and proceduresare followed, and coordinating the timely completion and dispatch ofBoard agenda and briefing material. All directors have access to theCompany Secretary.
Recommendation 1.5		(a)The Company has adopted a Diversity Policy which provides a

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
A listed entity should:(a)have a diversity policy which includes requirements forthe Boardor a relevant committee of the Board to setmeasurable objectives for achieving gender diversityandto assess annually both the objectives and theentity's progress in achieving them;(b)disclose that policy or a summary or it; and(c)disclose as at the end of each reporting period:(i)the measurable objectives for achieving genderdiversity set by the Board in accordance with theentity's diversity policy and its progress towardsachieving them; and(ii)either:(A)the respective proportions of men andwomen on the Board, in senior executivepositions and across the whole organisation(including how the entity has defined"senior executive" for these purposes); or(B)if the entity is a "relevant employer" underthe Workplace Gender Equality Act, theentity's most recent "Gender EqualityIndicators", as defined in the WorkplaceGender Equality Act.	PARTIALLY	framework for the Company to establish and achieve measurablediversity objectives, including in respect of gender diversity. TheDiversity Policy allowsthe Board to set measurable gender diversityobjectives,if considered appropriate,and to assess annually boththe objectives if any have been setand theCompany's progress inachieving them.(b)The Diversity Policy is available, as part of the CorporateGovernance Plan, on the Company's website.(c)The Board did not set measurable gender diversity objectives forthe past financial yearbecause the Boardconsidered theapplication of a measurable gender diversity objective requiring aspecified proportion of women on the Board and in seniorexecutive roles would, given the small size of the Company andthe Board, unduly limit the Company from applying the DiversityPolicy as a whole and the Company's policy of appointing basedon skills and merit.Therespective proportions of men and women on the Board, insenior executive positions and across the whole organisation(including how the entity has defined "senior executive" for thesepurposes) for the past financial year is disclosed below –FemaleMaleBoard0%100%Senior Executive*50%50%Whole organisation 50%50%* The Senior Executives are theindividuals at the highest level oforganisationalmanagementwhohavetheday-to-dayresponsibilities of managing the Company below the Board.The Senior Executives include the Company's CFOand theCompany Secretary.
Recommendation 1.6		(a)The Company's Remuneration and Nomination Committee (or, inits absence, the Board) is responsible for evaluating the

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
A listed entity should:(a)have and disclose a process for periodically evaluatingthe performance of the Board, its committees andindividual Directors; and(b)disclose,in relation to each reporting period, whethera performance evaluation was undertaken in thereporting period in accordance with that process.	YES	performance of the Board on an annual basis. In addition, eachBoard sub-committee is required to undertake an annualperformance review of its own activities annually. The Chairmanshall review each Director at least once every calendar year. Theprocess for this is set out in the Company's Corporate GovernancePlan, which is available on the Company's website.(b)TheCompany'sCorporateGovernancePlanrequirestheCompanyto disclosewhether or not performance evaluationswere conducted during the relevant reporting period.A formalperformance evaluationin respect of the Board anditscommittees was not undertaken during FY2017given the changesin the Boardduring the year and on 1 July 2017. It is noted theBoard plans to undertake a formal performance review of theBoard, its sub-committees (if any) and Directors during FY2018. It isnoted that the Chairman has open and honest communicationswith each of the Directors both throughout the financial year andcurrently whereby matters relating to Director performance, if any,are raised promptly and dealt with accordingly.
Recommendation 1.7A listed entity should:(a)have and disclose a process for periodically evaluatingthe performance of its senior executives; and(b)disclose,in relation to each reporting period, whethera performance evaluation was undertaken in thereporting period in accordance with that process.	YES	(a)The Chairmanis responsible for evaluating the performance of theCompany's CEO(or equivalent) on an annual basis. TheCompany's Remuneration and Nomination Committee (or, in itsabsence, the Board) is responsible for approving changes toremuneration or contract terms of the CEO(or equivalent).The applicable processesfor these evaluations canbe found in theCompany's Corporate Governance Plan, which is available on theCompany's website.(b)The Company did not complete a formal performance evaluationin respect of itsExecutive Directorsduringthe past financial yeargiven the changes in the Executive Directors on the Board andtheir positions during the year and on 1 July 2017. The Companyplans to conduct formal performance evaluations in FY2018and inyears subsequent.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Principle 2: Structure the Boardto add value
Recommendation 2.1The Boardof a listed entity should:(a)have a nomination committee which:(i)has at least three members, a majority of whomare independent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of thecommittee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumber of times the committee met throughoutthe period and the individual attendances of themembers at those meetings; or(b)if it does not have a nomination committee, disclosethat fact and the processes it employs to addressBoard succession issues and to ensure that the Boardhas the appropriate balance of skills, experience,independence and knowledge of the entity to enable	YES	(a)The Company does not havea Remuneration and NominationCommittee.The full Board to act as the Remuneration andNomination Committeeas given therelatively small number ofDirectors,it is not practical to have a separate Committee.(b)As noted above, the Company does not currently haveaseparateNomination Committee as the Board doesnot consider theCompany would benefit from its establishment. The Board carriedout the duties that would ordinarily be carried out by theNomination Committee, including the Board reviewingas and whenrequired succession planningand thebalance of skills, experience,independence and knowledge to enable the Boardto discharge itsduties and responsibilities effectively.ABoard Skills matrixisavailable for viewing on the Company's website.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Recommendation2.2A listed entity should have and disclose a Boardskill matrixsetting out the mix of skills and diversity that the Boardcurrently has or is looking to achieve in its membership.	YES	Under the Corporate Governance Plan, the Board is required toprepare a Board skillsmatrix setting out the mix of skills and diversity thatthe Board currently has (or is looking to achieve) and to review this atleast annually against the Company's Boardto ensure the appropriatemix of skills and expertise is present to facilitate successful strategicdirection.
		The Company hasa Board skill matrix. A copy is availableon theCompany's website.
		The Corporate Governance Planrequires the disclosure of each Boardmember's qualifications and expertise. Full details ofeach Director'sand senior executive's relevant skills and experience isavailable in theCompany's 30 June 2017Annual Financial Report.
Recommendation2.3		(a)The Corporate Governance Planrequires the disclosure of the
Alisted entity should disclose:	YES	names of Directors considered by the Board to be independent.The Company has disclosed those Directors it considered to be
(a)the names of the Directors considered by the Board tobe independent Directors;		independent in its 30 June 2017Annual Financial Report.TheCompanycurrently only has one independent Non-executive
(b)if a Director has an interest, position, association orrelationship of the type described in Box 2.3 of the ASX		Director, the Chairman Julian Ford.(b)There are no independent Directors who fall into this category.
CorporateGovernancePrinciplesandRecommendation (3rd Edition), but the Board is of theopinionthatitdoesnotcompromisetheindependence of the Director, the nature of theinterest, position, association or relationship in questionand an explanation of why the Board is of that opinion;and		(c)The length of service ofeach Directoris disclosed in theCompany's Annual Report. Of the Company's current Board, Mr.S. Grant-Rennick and Mr. L. Bechis were appointed as Executiveand Non-executive Directors, respectively, on 10 November 2016and Mr. M. Feilich was appointed as a Non-executive Director on 1July 2017.
(c)the length of service of each Director
Recommendation2.4A majority of the Boardof a listed entity should beindependent Directors.	NO	The Company's Board Charter requires that, where practical, themajority of the Board should be independent. The Board didnot haveanindependent majorityduring the financial year. The Company'sChairman Mr. J. Ford was also Acting CEO during the financial year, Mr.S. Grant-Rennick was an exectuive Director, Mr. L. Bechis is a substantial

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
		shareholder in the Company and Mr. J. Ryan was a former ExectuiveDirector of the Company.
		The Company currently does not have a majority of independentDirectors as Mr. S. Grant-Rennick is an exectuive Director and Mr. L.Bechis is a substantial shareholder in the Company.
		The Board considersthe composition of the Board isappropriate in thecontext of the size of the Board and the Company and the scope andscale of the Company's operations. Further, the Boardconsidersthateach of the non-independent Directorsin office during the financialyearpossessesskills and experience suitable for building the Company.The Board will reconsider the composition of the Board in future as thesize and scale and of the Company's operations changes.
Recommendation2.5The Chair of the Board of a listed entity should be anindependent Directorand, in particular, should not be thesame person as the CEO of the entity.	NO	The Corporate Governance Planprovides that, where practical, theChair of the Board should be an independent Director andshould notbe the CEO.
		TheChair of the Company during the financial year, Mr. J.Ford,wasappointed Acting CEO on 29 November 2016 and as such was not anindependent Director. Mr. J. Ford resigned on 1 July 2017. Mr S. GrantRennickis the current Chair of the Board. He is also not independent ashe is an Executive Director of the Company.
Recommendation2.6A listed entity should have a program for inducting newDirectorsandprovidingappropriateprofessionaldevelopment opportunities for continuing Directors todevelop and maintain the skills and knowledge needed toperform their role as a Directoreffectively.	YES	In accordance with the Company's Corporate Governance Plan theBoardis responsible for implementing an induction program for newDirectors to ensure that they gain an understanding of the Companyand that they can effectivelydischarge their responsibilities. TheCompany Secretaryassists in the facilitation ofinductions andprofessional development. The Company Secretary regularly providesinformation to the Directors which may assist in their ongoingprofessional development.
Principle 3: Act ethically and responsibly
Recommendation 3.1		(a)The Company's Corporate Code of Conduct applies to the

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
A listed entity should:	YES	Company's Directors, senior executives and employees.
(a)have a code of conduct forits Directors, seniorexecutives and employees; and		(b)The Company's Corporate Code of Conduct (which forms part ofthe Company's Corporate Governance Plan) is available on the
(b)disclose that code or a summary of it.		Company's website.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1		(a)The Company does not have anAudit and Risk Management
The Board of a listed entity should:	YES	Committee. The fullBoard acts as the Audit and Risk Committee as,given therelatively small number of Directors,it is not practical to
(a)have an audit committee which:		have a separate Committee.
(i)has at least three members, all of whom arenon-executive Directors and a majority ofwhom are independent Directors; and		Whilst the Company does not have an Audit and Risk ManagementCommittee,the Company's Corporate Governance Plan containsan Audit and Risk Management Committee Charter which is
(ii)is chaired by an independent Director, who isnot the Chairof the Board,	available on the Company's website.(b)and Risk ManagementCommittee as the Board did
and disclose:		As noted above, the Company does not have a separate Auditnot consider
(iii)the charter of the committee;		the Company would benefit from its establishment. The Board
(iv)the relevant qualifications and experience ofthe members of the committee; and		carriesout the duties that would ordinarily be carried out by theAudit and Risk ManagementCommitteeincluding the followingprocesses to oversee the entity's risk management framework:
(v)in relation to each reporting period, the numberof times the committee met throughout theperiod and the individual attendances of themembers at those meetings; or	•'Risk' is a standing agenda item at eachthe Company's Risk Registerby the CEO(or equivalent).at each Board meeting; and•priortoapprovaloftheCompany'sstatements,Company's auditors as appropriate.	Board meetingwherebyis tabled and noted by the Boardwith any changes to the Register from prior period being noted
(b)if it does not have an audit committee, disclose thatfact and the processes it employs that independentlyverify and safeguard the integrity of its financialreporting, including the processes for the appointmentand removal of the external auditor and the rotation ofthe auditengagement partner.		The Board are encouraged toupdate and challenge the matters disclosed in the Risk Registerstatutoryfinancialthe Board had the opportunity to meet with the
Recommendation 4.2		The Company's Audit and Risk Management Committee Charter

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
The Boardof a listed entity should, before it approves theentity's financial statements for a financial period, receivefrom its CEO and CFO a declaration that the financialrecords of the entity have been properly maintained andthat the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and thatthe opinion has been formed on the basis of a soundsystem of risk management and internal control which isoperating effectively.	YES	requires the CEO and CFO (or, if none, the person(s) fulfilling thosefunctions) to provide a sign off on these terms.The Company has obtained a sign off on these terms for the 30 June2017Annual Financial Statements and will obtain this sign off for eachof its financial statements during thecomingfinancial year.
Recommendation 4.3A listed entity that has an AGM should ensure that itsexternal auditor attends its AGM andis available toanswer questions from security holders relevant to theaudit.	YES	The Company's Corporate Governance Plan provides that the Boardmust ensure the Company's external auditor attends its AGM and isavailable to answer questions from security holders relevant to theaudit.The Company's external auditor will attendthe Company's 2017AGM.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it.	YES	(a)TheCompany'sCorporateGovernancePlandetailstheCompany's Disclosure policy.(b)TheCorporateGovernancePlan,whichincorporatestheDisclosure policy, isavailable on the Company'swebsite.
Principle 6: Respect the rights of security holders
Recommendation 6.1A listed entity should provide information about itself andits governance to investors via its website.	YES	Information about the Company and its governance including theCorporate Governance Plan, Board Skills Matrix and the 2017Corporate Governance Statement is available in theCorporateGovernancepageontheCompany'swebsiteathttp://www.blackmountainresources.com.au/corporate/corporate-

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
		governance.aspx.
Recommendation 6.2A listed entity should design and implement an investorrelationsprogramtofacilitateeffectivetwo-waycommunication with investors.	YES	The Company's Corporate Governance Plan states that the Board iscommitted to open and accessible communication with holders of theCompany'ssecurities.Disclosureofinformationandothercommunication ismade as appropriate by mail or email.Securityholders aregiven the option to receive communication from, and sendcommunications to, the Board and its security registry electronically.The Company's security holder communications strategy aims topromote and facilitate effective two-way communication withinvestors.The Corporate Governance Planoutlines a range of ways inwhich information is communicated to shareholders and is available onthe Company's website.
Recommendation 6.3A listed entity should disclose the policies and processes ithas in place to facilitate and encourage participation atmeetings of security holders.	YES	Shareholders are encouraged to participate at all general meetingsand AGMs of the Company. Upon the dispatchof any notice ofmeeting to Shareholders, the Company Secretary shall send outmaterial stating that all Shareholders are encouraged to participate atthe meeting.
Recommendation 6.4A listed entity should give security holders the option toreceive communications from, and send communicationsto, the entity and its security registry electronically.	YES	Thesecurity holder communication strategy provides security holderswiththeoptiontoreceivecommunicationfrom,andsendcommunications to, the Board and its security registry electronically.Allinformation provided to the ASX is immediately postedthe Company'swebsite.Shareholderqueries arereferred to the Company Secretary in thefirstinstance.
Principle 7:Recognise and manage risk
Recommendation 7.1The Boardof a listed entity should:(a)have a committee or committees to oversee risk, eachof which:	YES	(a)The Company does not have an Audit and Risk ManagementCommittee. The full Board acts as the Audit and Risk Committee asgiven therelatively small number of Directors,it is not practical tohave a separate Committee.Whilst the Company does not have an Audit and Risk Management

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
(i)has at least three members, a majority of whomare independent Directors; and(ii)is chaired by an independent Director,		Committee,the Company's Corporate Governance Plan containsan Audit and Risk Management Committee Charter which isavailable on the Company's website.
and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumberoftimesthecommitteemetthroughout the period and the individualattendancesofthemembersatthosemeetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the process itemploys for overseeing the entity's risk managementframework.		(b)As noted above, the Company does not currently have a separateAudit and Risk ManagementCommittee given the size of the Boardand the factthe Board doesnot consider the Company wouldbenefit from its establishment. The Board carriesout the duties thatwould ordinarily be carried out by the Audit and Risk ManagementCommitteeincluding the following processes to oversee the entity'srisk management framework. 'Risk' is a standing agenda item ateachbimonthly Board meetingwhereby the Company's RiskRegister is tabled and noted by the Board with any changes to theRegister from prior period being noted by the CEO(or equivalent).The Board are encouragedto update and challenge the mattersdisclosed in the Risk Register at and between each Board meetingand raise any material risks that they believe are not adequatelydealt with in the Risk Register.
Recommendation 7.2The Boardor a committee of the Boardshould:(a)review the entity's risk management framework withmanagement at least annually to satisfy itself that itcontinues to be sound; and(b)disclose in relation to each reporting period, whethersuch a review has taken place.	YES	(a)The Audit and Risk Management Committee Charter requires thatthe Audit and Risk Management Committee should, at leastannually, satisfy itself that the Company's risk managementframework continues to be sound.(b)The Company's Board and Audit and Risk ManagementCommittee, if established,isfocused on the management of risk.The Company's Board reviews the Company's risks at each Boardmeeting.The CEO(or equivalent)is required to report on themanagement of risk as a standing agenda item at each Boardmeeting.This involves the tabling of a Risk Register which ismonitored and updated by management periodically.Inaddition, the Company's Board or the Audit and Risk ManagementCommitteewillreviewtheCompany'sriskmanagementframework at least annually.The Board reviewed the entity's riskmanagement frameworkwith respect to the FY2017 financial year.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Recommendation 7.3A 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 factand the processes it employs for evaluating andcontinually improving the effectiveness of its riskmanagement and internal control processes.	YES	(a)The Board believes it is not of a size to justify having an internalaudit function for efficiency purposes but willmonitor the need foran internal audit functionas the size of the Company and itsoperations grow having regard to the size, location andcomplexity of the Company's operations.(b)The Company did not have an internal audit function for the pastfinancial year. The Board as a whole is ultimately responsible forestablishing and reviewing the Company's policies on risk profile,oversight and management and satisfying itself that managementhas developed and implemented a sound system of riskmanagement and internal control. In addition, the Board or theCompany'sAuditandRiskManagementCommittee,ifestablished,reviewsthe Company's risk management frameworkincluding in relation to internal controls, economic, environmentaland social sustainability risk at least annuallyand monitors thequality of the accounting function. This review will be undertakenby the Audit and Risk Management Committee or the Boardduring FY2017.
Recommendation 7.4A listed entity should disclose whether it has any materialexposuretoeconomic,environmentalandsocialsustainability risks and, if it does, how it manages or intendsto manage those risks.	YES	TheCompany'sCorporateGovernancePlanstatestheriskmanagement policies and procedures shall include a procedure todetermine whether the Company has a material exposure toeconomic, environmental and social sustainability risks and if it does,apolicy to manage those risks.The Audit and Risk ManagementCommittee Charter requires the Audit and Risk ManagementCommitteeor the full Board is acting as the Audit and RiskManagement Committeeto assist management determine whetherthe Company has any material exposure to economic, environmentaland social sustainability risks and, if it does, how it manages or intendsto manage those risks.The Company discloses this information in itsAnnual Report and on its ASX website as part of its continuousdisclosure obligations.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1The Boardof a listed entity should:(a)have a remuneration committee which:(i)has at least three members, a majority of whomare independent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumber of times the committee met throughoutthe period and the individual attendances ofthe members at those meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting thelevel and composition of remuneration for Directorsand senior executives and ensuring that suchremuneration is appropriate and not excessive.	YES	(a)The Company does not havea Remuneration and NominationCommitteeasgiven the relatively small number of Directors, it isnot practical to have a separate Committee.Whilst theCompany does not have a Remuneration and NominationCommittee, the Board has adopted a Remuneration andNomination Committee Charter.(b)As noted above, the Company doesnot have a separateRemunerationCommittee given the size of the Board andas theBoard did not consider the Company would benefit from itsestablishment.The Board currently carriesout the duties thatwould ordinarily be carried out by the Remuneration andNomination Committee. The Board undertakes this role with theassistance of any external advice which may be required fromtime to time. Remuneration levels are competitively set to attractsuitably qualified and experienced Directors and senior Executives,having regard for Company performance.
Recommendation 8.2A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executiveDirectors and the remuneration of executive Directors andother senior executives and ensure that the different rolesand responsibilities of non-executive Directors comparedto executive Directors and other senior executives arereflectedinthelevelandcompositionoftheirremuneration.	YES	The Company's Corporate Governance Plan requires the Board todisclose its policies and practices regarding the remuneration ofDirectors and senior executives, which is disclosed in the remunerationreport contained in the Company's 30 June 2017Annual Report as wellas being disclosed on the Company's website.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Recommendation 8.3A listed entity which has an equity-based remunerationscheme should:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic riskof participating in the scheme; and(b)disclose that policy or a summary of it.	YES	(a)The Company did not havean equity based remuneration schemeduring the past financial year. Under the Company's CorporateGovernance Plan, participants arenot permitted to enter intotransactions (whether through the use of derivatives or otherwise)which limit the economic risk of participating in the scheme unlessspecifically approved by the Board.(b)A summary of the policy is provided in the Company's CorporateGovernance Planwhich ison the Company's website.