RAND MINING LIMITED — Governance Information 2025

Sep 11, 2025

Rand Mining Limited 2025 Corporate Governance Statement

The Board of Directors ( Board ) of Rand Mining Limited (the Company ) is responsible for the overall corporate governance of the Company. The Board believes that good corporate governance helps ensure the future success of the Company, adds value to stakeholders and enhances investor confidence.

The ASX Listing Rules require listed companies to prepare a statement disclosing the extent to which they have complied with the recommendations of the ASX Corporate Governance Council ( Recommendations ) during the reporting period. The Recommendations are not prescriptive, such that if a company considers a recommendation to be inappropriate having regard to its own circumstances, it has the flexibility not to follow it. Where a company has not followed all the Recommendations, it must identify which Recommendations have not been followed and provide reasons for not following them.

This Corporate Governance Statement ( Statement ) discloses the extent to which the Company has followed the Recommendations, or where appropriate, indicates a departure from the Recommendations with an explanation. This Statement should be read in conjunction with the material on our website www.randmining.com.au including the 2025 Annual Report.

This statement has been approved by the Board and is current as at 12[th] September 2025.

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1 - A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.

The Board is ultimately accountable for the performance of the Company and provides leadership and sets the strategic objectives of the Company. It appoints all senior executives and assesses their performance on at least an annual basis. It is responsible for overseeing all corporate reporting systems, remuneration frameworks, governance issues, and stakeholder communications. Decisions reserved for the Board relate to those that have a fundamental impact on the Company, such as material acquisitions and takeovers, dividends and buybacks, material profits upgrades and downgrades, and significant closures.

Management is responsible for implementing Board strategy, day-to-day operational aspects, and ensuring that all risks and performance issues are brought the Boards attention. They must operate within the risk and authorisation parameters set by the Board.

The Board has adopted a Delegations of Authority that sets limits of authority for senior executives.

Recommendation 1.2 - A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

The Company undertakes comprehensive reference checks prior to appointing a director, or putting that person forward as a candidate to ensure that person is competent, experienced, and would not be impaired in any way from undertaking the duties of director. The Company provides relevant information to shareholders for their consideration about the attributes of candidates together with whether the Board supports the appointment or re-election.

Recommendation 1.3 - A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

The terms of the appointment of a non-executive director, executive directors and senior executives are agreed upon and set out in writing at the time of appointment.

Recommendation 1.4 - The Company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

The Company Secretary reports directly to the Board through the Chairman and is accessible to all directors.

Recommendation 1.5 - A listed entity should (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive

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Rand Mining Limited 2025 Corporate Governance Statement

positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

The Company has a diversity policy which states that the Board may set measurable objectives for achieving gender diversity and to assess the objectives and the Company’s progress towards achieving them on an annual basis. The diversity policy aims to provide a work environment where employees have equal access to career opportunities, training and benefits. It also aims to ensure that employees are treated with fairness and respect, and are not judged by unlawful or irrelevant reference to gender, age, ethnicity, race, cultural background, disability, religion, sexual orientation or caring responsibilities. This commitment enables the Company to attract and retain employees with the best skills and abilities.

The Company has not set measurable objectives for gender diversity, however, given the size and nature of the company, it is not considered appropriate or practical at this stage but will continue to provide a work environment that promotes fairness and respect for all employees.

No entity within the consolidated entity is a ‘relevant employer’ for the purposes of the Workplace Gender Equality Act 2012 and therefore no Gender Equality Indicators to be disclosed.

Recommendation 1.6 - A listed entity should (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual directors; and (b) disclose, for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

The Board reviews its performance annually, as well as the performance of individual Committees (where established) and individual directors (including the performance of the Chairman as Chairman of the Board). The use of an external facilitator may be utilised periodically to assist in the review process. As there has been limited change in the Company’s activities during the past year, the Board elected not to conduct any reviews.

Recommendation 1.7 - A listed entity should (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

In view of the size of the operations and the limited number of directors and senior executives, a formal performance evaluation process was not performed in the reporting period.

Principle 2: Structure the board to add value

Recommendation 2.1 - The board of a listed entity should (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

Given the Company’s current size and nature, the Board has not established a separate Nomination Committee. The Board considers that the current Board is a cost effective and practical method of managing the nomination functions of the Company. Accordingly, the duties of the Nomination Committee, as set out in the Nomination Committee Charter on the Company’s website, are currently undertaken by the full Board. Each year the Board will review the necessity or ability to establish a separate Nomination Committee and, if appropriate, delegate certain responsibilities to such Committee.

The Board has adopted a Nomination Committee Charter which it follows when considering matters that would usually be considered by a Nomination Committee.

The directors are satisfied that the composition and structure of the Board is appropriate for the size of the Company and the nature of its operations. The membership of the Board, its activities and composition, along with the balance of skills and attributes of its members is subject to periodic review.

The number of Committee meetings held and attended by each member is disclosed in the ‘Meetings of directors’ section

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Rand Mining Limited 2025 Corporate Governance Statement

of the Directors’ report.

Recommendation 2.2 - A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.

The Board’ does not maintain a formal skills matrix given the present size of the Board, the long-standing nature of the current Directors and the relatively unchanged nature of the Company’s business operations. For any future Director appointment, the Board will consider its objective in order to have an appropriate mix of industry and professional experience including skills such as leadership, governance, strategy, finance, risk, IT, HR, policy development, international business and customer relationship. External consultants may be brought it with specialist knowledge in these areas to address areas where this is an assessed current attribute deficiency in the Board.

Recommendation 2.3 - A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.

Details of the Board of directors, their appointment dated, length of service as independence status is as follows:

Director’s name	Appointment date	Length of service at reporting date	Independence status
Antony Billis	22 January 2003	22 Years 8 Months	Mr Billis is not considered independent by virtue of his position as Managing director.
Otakar Demis	Director - 29 November 1985 Secretary – 24 October 1986	39 Years 9 Months 38 Years 10 Months	Mr Demis is not considered independent when using ASX guidelines for assessing independence. Have been a Director of Rand Mining Limited and Tribune Resources Limited for such a period that his independence from management and substantial holders may have been compromised.
Gordon Sklenka	16 August 2004	21 Years	Mr Sklenka is not considered independent when using ASX guidelines for assessing independence. Have been a Director of Rand Mining Limited and Tribune Resources Limited for such a period that his independence from management and substantial holders may have been compromised. Does not hold any shares in either the Company or Tribune Resources Limited.
Lyndall Vaughan (Alternate Director to Otakar Demis)	14 August 2023	02 Years	Ms Vaughan who acts as an Alternate Director for Mr Demis also holds a senior position with the Company as CFO and is therefore not considered independent.

The Board may determine that a director is independent notwithstanding the existence of an interest, position, association or relationship of the kind identified in the examples listed under Recommendation 2.3 of the ASX Principles and Recommendations. The Company has no independent directors.

Recommendation 2.4 - A majority of the board of a listed entity should be independent directors.

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Rand Mining Limited 2025 Corporate Governance Statement

The Company has no independent directors. Mr Anthony Billis is not considered independent by virtue of his position as Managing Director. Gordon Sklenka and Otakar Demis are not considered independent when using ASX guidelines for assessing independence. Messrs Sklenka and Demis have been directors of Tribune Resources and Rand Mining Limited for such a period that their independence from management and substantial holders may have been compromised. Ms Vaughan who acts as an Alternate Director for Otakar Demis also holds a senior position with the Company as CFO and is therefore not considered independent.

The directors are satisfied that the composition and structure of the Board is appropriate for the size of the Company and the nature of its operations.

Recommendation 2.5 - The Chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

The Chairman of the Board, Otakar Demis, is not an independent Director for the reasons set out in 2.3 and 2.4 above.

Recommendation 2.6 - A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively..

New directors undertake an induction program coordinated by the Company Secretary that briefs and informs the director on all relevant aspects of the Company’s operations and background. Directors are able to access director development programs and CPD events to ensure that directors can enhance their skills and remain abreast of important developments.

Principle 3: Act ethically and responsibly

Recommendation 3.1 - A listed entity should articulate and disclose its values.

The Company maintains a code of conduct for its directors, senior executives and employees. In summary, the code requires that each person act honestly, in good faith and in the best interests of the Company; exercise a duty of care; use the powers of office in the best interests of the Company and not for personal gain, declare any conflict of interest; safeguard Company’s assets and information and undertake any action that may jeopardise the reputation of Company.

A copy of the Code of Conduct is available on the Company’s website.

The Company also has adopted a Securities Trading Policy that establishes a procedure for dealings in the Company’s securities by Directors, senior executives, employees, and related parties, and also dealings in securities of other entities with whom the Company may have business dealings. The Securities Trading Policy is further described at the end of this Corporate Governance Statement under the section titled ‘Dealing in Company Securities’. A copy of Securities Trading Policy is available in the Corporate Governance section of the Company’s website.

Recommendation 3.2 - A listed entity should (a) have a code of conduct for its directors, senior executives and employees (b) ensure that the board or a committee of the board is informed of any material breaches of that code.

The Company’s code of conduct is available at the Company’s website and outlines the code which applies to the Company's directors, senior executives, and employees.

Material breaches of this Code must be reported to the Company secretary who then reports the matter to the Board.

Recommendation 3.3 - A listed entity should (a) have and disclose a whistleblower policy and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

The Company's whistleblower policy is available online on the Company's website. As set out in the whistleblower policy, any breaches and investigations under the policy are required to be reported to the board.

Recommendation 3.4 - A listed entity should (a) have and disclose an anti-bribery and corruption policy and (b) ensure that the board or a committee of the board is informed of any material breaches of the policy.

The Company's anti-bribery and corruption policy is available online on the Company's website. As set out in the policy, any breaches and investigations under the policy are required to be reported to the board.

Principle 4: Safeguard integrity in corporate reporting

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Rand Mining Limited 2025 Corporate Governance Statement

Recommendation 4.1 - The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

The Board believes the Company is not currently of a sufficient size, nor that its financial affairs are of such complexity to justify the formation of a separate Audit and Risk Committee. The full Board undertakes the functions normally associated with an Audit and Risk Committee. Each year the Board will review the necessity or ability to establish a separate Audit and Risk Committee and, if appropriate, delegate certain responsibilities to such Committee.

The Board has adopted an Audit and Risk Committee Charter which it follows when considering matters that would usually be considered by an audit committee.

The Charter of the Committee is available at the Company’s website and outlines the process for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

Recommendation 4.2 - The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

For the financial year ended 30 June 2025 and the half-year ended 31 December 2024, the Company’s Managing Director and CFO provided the Board with the required declarations, as well as a similar declaration in relation to non-audited quarterly cashflow reports prepared by management.

Recommendation 4.3 - A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

The Company undertakes an internal verification process in relation to all material released to ASX, including periodic reports which are not subject to audit or review by the Company’s external auditor.

The auditor attends our AGM and a representative is available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1 - A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1..

The Company maintains a Continuous Disclosure Policy that outlines the responsibilities relating to the directors, officers and employees in complying with the Company’s disclosure obligations under the ASX Listing Rules and the Corporations Act 2001.

Under the terms of the Continuous Disclosure Policy, the Chairman, Managing Director and Company Secretary are primarily responsible for making decisions about what information will be disclosed to the ASX. Approval is sought from the Board on all significant matters. Employees must inform the Managing Director, Chairman or Company Secretary of any potentially material price or value sensitive information as soon as they become aware of it.

The Continuous Disclosure Policy is available on the Company’s website.

Recommendation 5.2 - A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.

The Company, through the Company Secretary will ensure that a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.

Recommendation 5.3 - A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the

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Rand Mining Limited 2025 Corporate Governance Statement

presentation.

In accordance with the Company’s continuous disclosure policy, all price sensitive information will not be discussed at a presentation unless that particular information has been formally disclosed to the market via an announcement. Any presentation or briefing material used will also be released immediately prior to the briefing to the market.

Principle 6: Respect the rights of security holders

Recommendation 6.1 - A listed entity should provide information about itself and its governance to investors via its website.

The Company maintains information in relation to governance documents, directors and senior executives, Board and committee charters, annual reports, ASX announcements and contact details on the Company’s website.

Recommendations 6.2 and 6.3

A listed entity should have an investor relations program that facilitates effective two-way communication with investors (6.2).

A listed entity should disclose how it facilitates and encourages participation at meetings of security holders (6.3).

The Company encourages shareholders to attend its AGM and to send in questions prior to the AGM so that they may be responded to during the meeting. It also encourages ad hoc enquiry via email which are responded to promptly.

Recommendation 6.4 - A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.

The Company will ensure that all substantive resolutions at a meeting of its shareholders will be decided by a poll rather than a show of hands.

Recommendation 6.5 - A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

The Company engages its share registry to manage the majority of communications with shareholders. Shareholders are encouraged to receive correspondence from the Company electronically, thereby facilitating a more effective, efficient and environmentally friendly communication mechanism with shareholders. Shareholders not already receiving information electronically can elect to do so through the share registry Xcend Share Registry Services Australia, https://www.xcend.co/online-services

Principle 7: Recognise and manage risk

Recommendations 7.1 & 7.2

The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework (7.1).

The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place (7.2).

The Company has established policies for the oversight and management of material business risks. The Board is responsible for overseeing risk management strategy and policies, internal compliance and internal control. The Risk Management Policy is available on the Company’s website.

The Company has identified key risks within the business. In the ordinary course of business, management monitors and manages those risks. The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management is required to assess risk management and associated internal compliance and control procedures and report back to the Board quarterly.

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Rand Mining Limited 2025 Corporate Governance Statement

Key operational and financial risks are presented to and reviewed by the Board at each Board meeting. The Board did not perform a formal review of its risk management framework in the previous financial year.

Recommendation 7.3 - A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.

The Company does not have an internal audit function, however given the size and nature of the Company, the Board has deemed this appropriate at this time. The Board, in conjunction with the CFO discuss risk management and control procedures on a quarterly basis.

Recommendation 7.4 - A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.

Refer to the Company’s Annual Report for disclosures relating to the Company’s material business risks (including any material exposure to economic, environmental or social sustainability risks). Refer to commentary at Recommendations 7.1 and 7.2 for information on the Company’s risk management framework.

Principle 8: Remunerate fairly and responsibly

Recommendation 8.1 - The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

The Board has not established a separate Remuneration Committee. Given the Company’s current size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the company. Accordingly, the duties of the Remuneration Committee are currently undertaken by the full Board. Each year the Board will review the necessity or ability to establish a separate Remuneration Committee and, if appropriate, delegate certain responsibilities to such Committee.

The Board has adopted a Remuneration Committee Charter which it follows when considering matters that would usually be considered by a remuneration committee. The Board reviews the level and composition of remuneration and senior executives on an annual basis in accordance with its Performance Evaluation Policy to ensure that remuneration is reasonable and performance objectives are being met.

Recommendation 8.2 - A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

The Company has separate policies relating to the remuneration of Non-Executive Directors and that of Executive Directors and senior executives. This information is detailed in the Remuneration Report, which forms part of the Directors’ Report in this Annual Report.

Recommendation 8.3 - A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it

The Company does not have an equity-based remuneration scheme.

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