RAPTOR METALS LTD — Governance Information 2021

Oct 21, 2021

Eastern Metals Limited (“Company”) ACN 643 902 943

Corporate Governance Statement

This Corporate Governance Statement discloses the extent to which Eastern Metals Limited will follow, as at the date of its admission to the official list of the ASX, the recommendations set by the ASX Corporate Governance Council in the Corporate Governance Principles and Recommendations (Recommendations). The Recommendations are not mandatory, however this statement also identifies Recommendations that will not be followed and gives reasons for not following them.

In the table below, a reference to:

• the Board is a reference to the Board of the Company

• Directors is a reference to the Directors of the Company

• Shareholders is a reference to Shareholders of the Company

Each of the policies referred to in the table below have been adopted by the Company.

Principle number	Best Practice Recommendation	Compliance	Explanation
1. Lay solid foundations for management and oversight
1.1	A listed entity should disclose: (a)the respective roles and responsibilities of its board and management; and (b)those matters expressly reservedto the board and those delegated to management.	Yes	The Company’s Board Charter sets out (amongst other things): (a)the roles and responsibilities of the board and of Management; and (b)the matters expressly reserved to the Board and those delegated to Management. A copy of the Board Charter is available on the Company website (https://easternmetals.com.au/)
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 theCompany’s possession relevantto a decision on whether or not to	Yes	Prior to the appointment of a person as a Director, or putting forward to Shareholders a candidate for election as a Director, the Company undertakes checks which it believes are appropriate to verify a Director’s character, experience, education, criminal record and bankruptcy history (including for new Directors). The Company will ensure that all material information in its possession relevant to a Shareholder’s decision whether to elect or re-elect a Director, including the information referred to in Recommendation 1.2, is provided to

Principle number	Best Practice Recommendation	Compliance	Explanation
	elect or re-elect a director.		shareholders in any Notice of Annual or General Meeting or meeting of members.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	Each Director and senior executive of the Company has an agreement in writing with the Company which sets out the key terms and conditions of their appointment including their duties, rights and responsibilities and (to the extent applicable) the matters referred to in the commentary to Recommendation 1.3.
1.4	The company secretary of a listed entityshould be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	Yes	The responsibilities of the Company Secretary are set out in the Board Charter. The Company Secretary has a direct line of reporting to the Chairperson and is responsible for: (a) advising and supporting the Chairperson and the Board and its committees to manage the day-to-day governance framework of the Company; (b) assisting with Board effectiveness by monitoring whether applicable Board and committee policies, procedures and charters are followed and coordinating timely completion and dispatch of Board agendas and papers; and (c) assisting with all matters to do with the proper functioning of the Board including advising on governance matters and assisting with induction and professional development of Directors.
1.5	A listed entity should: (a) have and disclose a diversity policythroughits 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 (b) disclosein relation to eachreporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and either the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has	Yes	The Company seeks to treat everyone with fairness and respect which includes valuing diversity and difference and acting without prejudice. The Company believes that decision- making is enhanced through diversity and supports and encourages diversity at all levels of the organisation in accordance with the Company’s Diversity Policy. A copy of the Diversity Policy is available on the Company website. The Board assesses any measurable objectives for achieving gender diversity and annually reviews any such objectives and the Company’s progress towards achieving them. The Board reports at least annually on the relative proportion of women and men appointed or employed within the Company group. A Senior Executive is defined as an executive that reports directly to the Chief Executive Officer or Board. The DiversityPolicyoutlines requirements for the Board to develop

Principle number	Best Practice Recommendation	Compliance	Explanation
	defined “senior executive” for these purposes) or, if the company is a relevant employer” under the Workplace Gender Equality Act 2012 (Cth), the Company’s most recent “Gender Equality Indicators”, as defined in and published under that Act.		measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives. Accordingly, the Board is developing objectives regarding gender diversity and aims to achieve these objectives over the next five years as Director and senior executive positions become vacant and appropriately qualified candidates become available. Disclosure of measurable objectives, progress and respective proportions will be disclosed in the Annual Report.
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 was undertaken in accordance with that process during or in respect of that period.	No	The Company’s Corporate Governance Plan details the Company’s commitment, responsibility and process to evaluate the performance of the Board, individual Directors, the Chairperson and Committees of the Board. The Board Charter is available on the Company website. The Board is responsible for the evaluation of its performance and the performance of individual Directors. This evaluation shall involve evaluating the performance of each Director against appropriate measures (including if warranted by considering the use of external advisers to conduct this performance review). The Board is also responsible for evaluating the performance of the Non- Executive Directors, including the Chairperson, against the requirements of the Board Charter. The Board must also set out its future goals and objectives, and review and recommend any changes to the Board Charter deemed necessary or appropriate. The performance evaluation shall be conducted in such manner as the Board deems appropriate. The review of the Board’s performance also addresses the ability for Directors to access continuing education to update and enhance their skills and knowledge as they relate to the Company’s strategy and objectives. Since the incorporation of the Company inSeptember 2020, the Companyhas not undertakenan evaluation of the performance of the Board, individual Directors or Committees of the Board.
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives at least once every reporting	No	The Chief Executive Officer intends to review the performance of the senior executives on an informal basis as appropriate. These evaluations take into account criteria such as the achievement and performance towards the Company’s objectives and (where appropriate) performance benchmarks and the achievement of individual performance objectives.

Principle number	Best Practice Recommendation	Compliance	Explanation
	period; and disclose for each reporting period whether a performance evaluation was undertaken in accordance with that process during or in respect of that period.		However, the Board also recognises the need for flexibility in defining performance objectives which must reflect the current status of the company and the development of its projects. The Board did not conduct a performance evaluation of senior executives during the last 12 months and has not adopted a performance evaluation policy. The Company believes that the small size of the executive team and the current scale of the Company’s activities make the establishment of a formal performance evaluation procedure unnecessary. Performance evaluation is a discretionary matter for consideration by the entire Board. In the normal course of events the Board reviews performance of the Management, Directors and the Board as a whole. Achievement of goals and business development and compliance issues are evaluated regularly on an informal basis.
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 number of times the committee met throughout the period and the individual attendances of the membersat those meetings; or (b)if it does not have a nomination committee, disclose that fact and the processes it employs toaddress Board succession issuesand to ensure that the Board has the appropriate balance of skills,knowledge,experience,	Yes	The Board has a formal nomination committee function as part of its Corporate Governance and Nominations Committee Charter. The Committee consists of the Company’s three Non-Executive Directors and is chaired by Ms Moises, who is an Independent Director. One other member of the committee is also independent. The Corporate Governance and Nominations Committee Charteris available on the Company website.

Principle number	Best Practice Recommendation	Compliance	Explanation
	independence and diversity to enable it to discharge its dutiesand responsibilities effectively.
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	No	The Board regularly evaluates the mix of skills, experience and diversity at Board level. The Board believes that a highly credentialed Board, with a diversity of background, skills and perspectives, will be effective in supporting and enabling delivery of good governance for the Company and value for the Company’s shareholders. The Board comprises four Directors from diverse backgrounds with a range of business experience, skills and attributes. Biographical information on each Director is contained on the Company website. These details, plus a record of attendance at meetings, will be includedin theDirectors’ Report within the annual reportin the future. No specific skills matrix is currently prepared and disclosed as the Company does not believe its current size and scale warrants that level of detail.
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 or relationship that might cause doubts about theindependence of a director but the board is of the opinion that it doesnot compromise the independenceof the Director, the nature of the interest, position or relationship inquestion and an explanation of whythe Board is of that opinion; and (c) the length of service of each director.	Yes	The Board comprises the following Directors: - Mr Robert H Duffin (Non-Executive Chairperson) – appointed as Chairman on 2 September 2020, which appointment was further ratified on 9 July 2021. Mr Duffin is not considered an independent Director because he is a promoter and substantial Shareholder of the Company. - Ms Cathy Moises (Deputy Chair and Lead Independent Non- Executive Director) – appointed as Non-Executive Director on 25 July 2021. - Dr Jason Berton (independent Non- Executive Director) – appointed as Non-Executive Director on 23 July 2021. - Mr Wayne Rossiter – appointed as Managing Director and Chief Operating Officer on 2 September 2020, and further ratified on 9 July 2021 Wayne Rossiter is not considered an independent Director due to his status as Managing Director.
2.4	The majority of the board should be independent directors.	No	The Company does not have of a majority of independent Directors although Ms Moises and Dr Berton are considered independent. Therefore, one half of the Board is considered independent. The Board will consider appointing further independent Directors in the future,when the Companyis of sufficient size and havingregard to the

Principle number	Best Practice Recommendation	Compliance	Explanation
			scale and nature of its activities. In the meantime, the Company believes that given the size and scale of its operations, non- compliance by the Company with this recommendation will not be detrimental to the Company or its Shareholders. Ms Cathy Moises is Deputy Chair and Lead Independent Director. In this role she will deputise for the Chair from time to time as well as when the Chair recuses himself due to a conflict of interest. As the business develops, changes to the Board may be warranted and the Board will consider the need to appoint new independent Directors.
2.5	The chair of the board should be anindependent director and, in particular,should not be the same person as the CEO of the entity.	Partially	The Chairman of the Board is not an independent Director as he has within the last 3 years been a Promoter and a substantial shareholder of Eastern Metals. The Chairman is not the current CEO or previous CEO of the Company. The Company has appointed Cathy Moises as Deputy Chair. Ms Moises is an independent director.
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 developmentopportunities for directors to developand maintain the skills and knowledgeneeded to perform their role as directors effectively.	Yes	All new Directors are offered induction training, tailored to their existing skills, knowledge and experience, to position them to discharge their responsibilities, including gaining an understanding of the Company’s structure, business operations, culture and key risks. The Board will periodically review whether there is a need for existing Directors to undertake professional development to develop and maintain the skills and knowledge needed to perform their roles as Directors effectively.
3. Instil a culture of acting lawfully, ethically and responsibly
3.1	A listed entity should articulate and disclose its values.	Yes	The Company’s Board Charter and Code of Conduct articulate and discloses its values. The Company’s Board Charter and Code of Conduct are available on the Company website.
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 board or a committee of the	Yes	The Company has a Code of Conduct that is available on the Company website. Any breach of compliance with the Code of Conduct is to be reported directly to the Board or a committee of the board.

Principle number	Best Practice Recommendation	Compliance	Explanation
	board is informedof any material breaches of that code
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.	Yes	The Company has adopted a whistleblower policy that is available on the Company website (the Whistleblower Policy). Any material incidents reported under that policy are reported to the Board.
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 that policy.	Yes	The Company has an Anti-bribery and Corruption Policy available on the Company website. Any material incidents reported under that policy are reported to the Board. Under the Anti-bribery and Corruption Policy, any company personnel or stakeholder who believes a violation of the policy or any laws is being committed or is being planned should report the matter to the Board and the Company Secretary.
4.Lay solid foundations for management and oversight
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 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 reportingperiod, the number of times thecommittee met throughout the period and the individual attendances of the members at those meetings; or	Yes	The Board has established an Audit and Risk Management Committee. All three members of the Audit and Risk Management Committee are Non- Executive Directors. The Chair of the Audit and Risk Management Committee is Ms Cathy Moises, who is Deputy Chair of the Board and Lead Independent Non- Executive Director. The majority of members of the Audit and RiskManagement Committee are Independent Directors. The Audit and Risk Committee Charter is available on the Company website. The Committee’s members (who are also Directors of the company) and their relevant qualifications and experience, the number of times the Committee met throughout each reporting period and the attendance of the Committee’s members at those meetings will be set out in each Annual Report.

Principle number	Best Practice Recommendation	Compliance	Explanation
	(b) if it does not have an auditcommittee, 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.
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.	Yes	The Board is to receive a declaration in the form set out in Recommendation 4.2 from its CEO and Chief Financial Officer in relation to the financial statements. The Audit and Risk Management Committee is responsible for discussing with management and the external auditor the process surrounding and the disclosures made by the Chief Executive officer and Chief Financial Officer in connection with their personal certification of the half yearly and annual financial statements.
4.3	A listed entity should disclose its process to verify the integrity of anyperiodic corporate report it releasesto the market that is not audited or reviewed by an external auditor.	Yes	The Company ensures that any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor undergoes review by the Audit and Risk Management Committee. The Audit and Risk Management Committee is responsible for reviewing, assessing and recommending release to the Board for allfinancial statements and reports which are requiredto be publicly released. The review will include a discussion with management and the external auditors of accounting issues and board policies.
5.Make timely and balanced disclosure
5.1	A listed entity should have and disclosea written policy for complying withits continuous disclosure obligations under ASX Listing Rule 3.1.	Yes	The Company has a Continuous Disclosure Policy that outlines the processes to be followed by the Company to ensure compliance with its continuous disclosure obligations and the corporate governance standards applied by the Company in its communications to the market. The Continuous Disclosure Policy is available on the Company website.
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Yes	Under the Company’s Board Charter, the Board is responsible for overseeing the continuous disclosure process to ensure timely and balanced disclosures and ensuringthat the Companyhas an effective

Principle number	Best Practice Recommendation	Compliance	Explanation
			process for communicating with shareholders, other stakeholders and the public.
5.3	A listed entity that gives a new and substantive investor or analystpresentation should release a copyof the presentation materials on theASX Market Announcements Platform ahead of the presentation.	Yes	Under the Company’s Continuous Disclosure Policy, price sensitive information is publicly released through ASX before it is disclosed to Shareholders and market participants, and any newand substantive investor or analyst presentation will be released to the ASX market Announcements Platform ahead of the presentation.
6. Respect the rights of security holders
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	Yes	Information about the Company and its operations is available on the Company website. Information about the Company’s corporate governance (including links to the Company’s corporate governance policies and charters) can be accessed from the Company website.
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	Yes	The Company has a Continuous Disclosure and Communications Policy that outlines the processes followed by the Company to ensure communication with shareholders and the investment community is effective, consistent and adheres to the principles of continuous disclosure. The Continuous Disclosure and Communications Policy is available on the Company’s website.
6.3	A listed entity should disclose how itfacilitates and encourages participationat meetings of security holders.	Yes	The Company’s shareholder communications strategy sets out the policies and processes the Company has in place to facilitate and encourage participation at meetings of Shareholders.
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.	Yes	The Company’s Constitution states that a poll may be demanded, before any vote on a resolution is taken, or before the voting results on a show of hands is declared or immediately after the voting results on a show of hands are declared. The Company’s Constitution also provides that the Chairperson has charge of the general conduct of a general meeting of Shareholders and may require adoption of any procedure which is in the Chairman’s opinion necessary or desirable, including the proper and orderly casting or recording of votes at the general meeting of Shareholders. The Shareholder communications strategy states that all substantive resolutions at shareholder meetings will be decided by a poll rather than a show of hands.

Principle number	Best Practice Recommendation	Compliance	Explanation
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.	Yes	The Company gives Shareholders the option to receive communications from, and send communications to, the Company and its Share Registry electronically, as provided for in the Company’s Continuous Disclosure and Communication Policy.
7. Recognise and manage risk
7.1	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 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 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 (c)the processes it employs for overseeing the entity’s risk management framework.	Yes	See 4.1 above. A copy of the Audit and Risk Management Committee Charter is available on the Company website. All three members of the Audit and Risk Committee are Non-Executive Directors. The Chair of the Audit and Risk Management Committee is Ms Cathy Moises, who is Deputy Chair of the Board and Lead Independent Non- Executive Director. The majority of members of the Audit and Risk Management Committee are Independent Directors. The Committee’s members (who are also Directors of the company) and their relevant qualifications and experience, the number of times the Committee met throughout the each reporting period and the attendance of the Committee’s members at those meetings will be set out in each Annual Report. In addition, the Board has established a Risk Management Policy. Under this policy, the Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control.
7.2	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.	Yes	The Company’s Audit and Risk Management Committee Charter provides for the review of the Company’s risk management framework at least annually. The Risk Management Policy has been described in Recommendation 7.1. In addition, the Board has established a Risk Management Policy, under which the Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control.

Principle number	Best Practice Recommendation	Compliance	Explanation
			The Board as a whole also addresses individual risks.
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 evaluationand continually improving theeffectiveness of its governance, risk management and internal control processes.	No	The Company is committed to understanding and managing risk and to establishing an organisational culture that ensures risk management is included in all activities, decision making and business processes. The company does not have a formal internal audit function due to its size and business needs. Under the Company’s Audit and Risk Management Committee Charter, the Audit and Risk Management Committee is charged with the review of the Company’s internal controls and monitoring the need for a formal internal audit function. A copy of the Company’s Audit and Risk Management Committee Charter and the Risk Management Policy is available on the Company website.
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.	Yes	The Company’s Risk Management Policy notes that the Audit and Risk Management Committee will (amongst other matters) assist management to determine whether the Company has any material exposure to environmental risks, and how it intends to manage such risk. The Company may be exposed to such environmental risks as disclosed in the Company’s prospectus. The Company operates only in Australia, which is a mature and well- regulated mining jurisdiction. As part of the Company’s mining development approvals process, the Company must adhere to strict environmental and social regulations.
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;	No	The Board is of the view that the Company is not currently of the size to justify the formation of a separate remuneration committee. The Board currently performs the functions of a remuneration committee and where necessary will seek the advice of external advisors in relation to this role. The Board shall, upon the Company reaching the requisite corporate and commercial maturity, approve the constitution of a remuneration committee to assist the Board in relation to the appointment of Directors and senior management as required and determine the level and

Principle number	Best Practice Recommendation	Compliance	Explanation
	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 (c)senior executives and ensuring thatsuch remuneration is appropriate and not excessive.		composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.
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.	Yes	The remuneration of the Directors of the Company is set out in the Company’s prospectus. The Company’s policies and practices regarding the remuneration of Non- Executive Directors and the remuneration of Executive Directors and other senior executives will be set out in the Remuneration Report contained in each Annual Report.
8.3	A listed entity which has an equity- based remuneration scheme should: (a)have a policy on whether participants are permitted to enterinto transactions (whether throughuse of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b)disclose that policy or a summary of it.	Yes	The Company has an equity-based remuneration scheme comprising an Employee Share Option Plan. The Securities Trading Policy is available on the Company website.

11 October 2021