REDCASTLE RESOURCES LIMITED — Governance Information 2021

Dec 15, 2021

REDCASTLE RESOURCES LIMITED

ACN 096 781 716 SUITE 2, LEVEL 1 1 ALTONA STREET WEST PERTH WA 6005

REDCASTLE RESOURCES LIMITED ACN 096 781 716 (Company)

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDING 30 JUNE 2021

This Corporate Governance Statement is current as at 12 August 2021 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 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4 th Edition (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.

Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company's Corporate Governance Plan is available on the Company's website at https://www.tt-limited.com/

The Board sets out below its "if not why not" report in relation to those matters of corporate governance where the Group's practices depart from the Recommendations.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1A listed entity should have and disclosea board charter settingout:a)the respective roles and responsibilities of its board andmanagement; andb)those matters expressly reserved to the board and thosedelegated to management.	YES	The Company has adopted a Board Charterthat sets out the specificroles and responsibilities of the Board, the Chairand managementand includes a description of those matters expressly reserved to theBoard and those delegated to management.The Board Charter sets out the specific responsibilities of the Board,requirements as to the Board's composition, the roles andresponsibilities of the Chairman and Company Secretary, theestablishment, operation and management of Board Committees(ifany), Directors' access to Company records and information, detailsof the Board's relationship with management, details of the Board'sperformance review and details of the Board's disclosure policy.A copy of the Company's Board Charter, which is part of theCompany's Corporate Governance Plan, is available on theCompany's website.
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointing adirector or senior executiveor putting someoneforward for electionas a Director; and(a)provide security holders with all material informationin its possessionrelevant to a decision on whether ornot to elect or re-elect a Director.	YES	(a)The Company has guidelines for the appointment andselection of the Boardand senior executivesin its CorporateGovernance Plan. The Company's Nomination CommitteeCharter (inthe Company's Corporate Governance Plan)requires the Nomination Committee(or, in its absence, theBoard) to ensure appropriate checks (including checks inrespect of character, experience, education, criminal recordand bankruptcy history (as appropriate)) are undertakenbefore appointing a person, or putting forward to securityholders a candidate for election, as a Director.In the event ofan unsatisfactory check, a Director is required to submit theirresignation.

(4THRECOMMENDATIONSEDITION)	COMPLY	EXPLANATION
		(b)Under the Nomination CommitteeCharter, all materialinformation relevant to a decision on whether or not to elector re-elect a Director mustbe provided to security holders inthe Notice of Meeting containing the resolution to elect orre-elect a Director.
Recommendation 1.3A listed entityshould have a written agreement with eachDirector and senior executive setting out the terms of theirappointment.	YES	The Company's Nomination CommitteeCharter requires theNomination Committee (or, in its absence, the Board) to ensure thateach Director and senior executive ispersonallya party to a writtenagreement with the Company which sets out the terms of thatDirector's or senior executive's appointment.The Company has had written agreements with each of its Directorsand senior executives for the past financial year.
Recommendation 1.4The Company Secretary of a listed entity should beaccountable directly to the Board, through the Chair, on allmatters to do with the proper functioning of the Board.	YES	TheBoardCharteroutlinestheroles,responsibilityandaccountability of the Company Secretary. In accordance with this,the Company Secretary is accountable directly to the Board, throughthe Chair, on all matters to do with the proper functioning of theBoard.
Recommendation 1.5A listed entity should:(a)haveand disclosea diversity policy;(b)through its board or a committee of the board setmeasurable objectives for achieving gender diversityin the composition of its board, senior executives andworkforce generally;and(c)disclose in relation toeach reporting period:(i)the measurable objectives set for thatperiod to achievegender diversity;(ii)the entity's progress towards achievingthose objectives; and	PARTIALLY	(a)The Company has adopted a Diversity Policywhich providesa framework for the Company to establish,achieve andmeasure diversity objectives,including in respect of genderdiversity.The Diversity Policy is available, as part of theCorporate Governance Plan, on the Company's website.(b)The Diversity Policyallowsthe Board to setmeasurablegender diversity objectives,if considered appropriate, and tocontinually monitor both the objectives [if any have been setand the Company's progress in achieving them.(c)The Board did not set measurable gender diversity objectivesfor the past financial year, because:

RECOMMENDATIONS		(4THEDITION)	COMPLY				EXPLANATION
(iii)	either:(A)(B)	the respective proportions of menand women on the Board, in seniorexecutive positions and across thewhole workforce (including howthe entity has defined "seniorexecutive" for these purposes); oriftheentityisa"relevantemployer" under the WorkplaceGender Equality Act, theentity'smostrecent"GenderEqualityIndicators", as defined in theWorkplace Gender Equality Act.		(i)(ii)		Company's plans; anddefined "senior executive" for thesepast financial year is disclosed		below.	the Board did not anticipate there would be a need toappoint any new Directors or senior executives due tothe limited nature of the Company's existing andproposed activities and the Board's view that theexisting Directors and senior executives havesufficient skill and experience to carry out thethe respective proportions of men and women on theBoard, in senior executive positions and across thewhole organisation (including how the entity haspurposes) for the
If the entity was in the S&P		/ASX 300 Index at the				Women	Men	Total	% Female
		commencement of the reporting period, the measurableobjective for achieving gender diversity in the composition of		Board of Directors		-	3	3	-
		its board should be to have not less than 30% of its directors		Other KMP		-	-	-	-
		of each gender within a specified period.		Other Employees		-	-	-	-
				Total OrganisationAnposition ofCompany.		0	3	3	0%executive office holding below the Board level, this being theCompany Secretary, is held by a female contractor to the
Recommendation 1.6A listed entity should:(a)(b)disclose		have and disclose a process for periodicallyevaluating the performance of the Board, itscommittees and individual Directors; andfor each reporting period whether aperformance evaluation has been undertaken in	PARTIALLY	(a)	Company's website.	the Board, its committeesadvisor. The process for this is set outCorporate Governance Plan,	(if any)		The Company's Nomination Committee (or, in its absence,the Board) is responsible for evaluating the performance ofand individual Directors onan annual basis. It may do so with the aid of an independentin the Company'swhich is available on the

(4THRECOMMENDATIONSEDITION)		COMPLY	EXPLANATION
	accordance with that process during or in respect ofthat period.		(b)The Company's Corporate Governance Plan requires theCompanytodisclosewhetherornotperformanceevaluations were conducted during the relevant reportingperiod. The Board has developed an informal process forperformance evaluation whereby the performance of alldirectors is reviewed regularly by the Chair. The Board as awhole may then hold a facilitated discussion during whicheach Board member has the opportunity to raise any matter,suggestion for improvement or criticism with the Board as awhole. The Chair and of the Board may alsomeet individuallywith each Board member to discuss their performance. Nonexecutivedirectorsmayalsomeet to discusstheperformance of the Chair. Directors whose performance isconsistently unsatisfactory may be asked to retire.The Company has not completed formal performanceevaluations in respect of the Boardand individual Directorsfor the past financial year in accordance with the aboveprocess.Going forward, when the Company's operations areof sufficient size and complexity, it is the Company'sintentionthatalldirectorswillreceiveindividualperformance evaluations at least annually.
(a)(b)	Recommendation 1.7A listed entity should:have and disclose a process for evaluating theperformance of its senior executivesat least onceevery reporting period; anddisclose for each reporting period whether aperformance evaluation has been undertaken inaccordance with that process during or in respect ofthat period.	PARTIALLY	(a)The Company's Nomination Committee (or, in its absence,the Board) is responsible for evaluating the performance ofthe Company's senior executiveson an annual basis. TheCompany's Remuneration Committee (or, in its absence, theBoard) is responsible for evaluating the remuneration of theCompany's senior executives on an annual basis. A seniorexecutive, for these purposes, means key managementpersonnel (as defined inthe Corporations Act) other than anon-executive Director.

	RECOMMENDATIONS	(4THEDITION)	COMPLY		EXPLANATION
					The applicable processesfor these evaluations can be foundin the Company's Corporate Governance Plan, which isavailable on the Company's website.
				(b)	The Company has developed an informal process ofperformance evaluation whereby an assessment of progressis carried out throughout the year. The Board as a whole maythen hold a facilitated discussion during which each Boardmember has the opportunity to raise any matter, suggestionfor improvement or criticism with the Board as a whole. TheChair of the Board may also meet individually with ExecutiveDirectors, to discuss their performance. Executive Directorswhose performance is consistently unsatisfactory may beasked to retire.The Company currently has no ManagingDirector or Executive Directors, therefore, has not completedanyformal performance evaluationsin respect of the seniorexecutives for the past financial year in accordance with theapplicable processes.
		Principle 2: Structure the Board toadd value
	Recommendation 2.1			(a)	The Company's Nomination Committee Charter provides for
		The Board of a listed entity should:	PARTIALLY		the creation of a Nomination Committee(if it is considered it
(a)		have a nomination committee which:			will benefit the Company), with atleast three members, amajority of whom are independent Directors, and which must
	(i)	has at least three members, a majority ofwhom are independent Directors; and			be chaired by an independent Director
	(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

	(4THRECOMMENDATIONSEDITION)	COMPLY	EXPLANATION
(b)	throughout the period and the individualattendances of the members at thosemeetings; orif 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,knowledge,experience, independence and diversity to enable itto discharge its duties and responsibilities effectively.		(b)The Company did not have a Nomination Committee for thepast financial year as the Board did not consider theCompanywouldbenefitfromitsestablishment.Inaccordance with the Company's Board Charter, the Boardcarries out the duties that would ordinarily be carried out bytheNominationCommitteeundertheNominationCommittee Charter, including the following processes toaddress succession issues and to ensure the Board has theappropriate balance of skills, experience, independence andknowledge of the entity to enable it to discharge its dutiesand responsibilities effectively:
			(i)devoting time at least annually to discuss Boardsuccession issues; and(ii)all Board members being involved in the Company's
			nominationprocess,tothemaximumextentpermitted under the Corporations Act and ASX ListingRules.
			The Board oversees the appointment and induction processfor directors andthe selection, appointment andsuccessionplanning process of the Company's Managing Director. Whena vacancy exists or there is a needfor a particular skill, theBoard, determines the selection criteria that will be applied.The Board will then identifysuitable candidates, withassistance from an external consultant if required, and willinterview and assess theselected candidates. Directors areinitially appointed by the Board and must stand for re
			election at the Company's next Annual General Meetingofshareholders. Directors must then retire from office andnominate for re-election at least once every three years withthe exception of the Managing Director(where applicable).

(4THRECOMMENDATIONSEDITION)	COMPLY	EXPLANATION
Recommendation 2.2A listed entity should have and disclose a Board skillsmatrixsetting out the mix of skills that the Board currently has or islooking to achieve in its membership.	NO	Under the Nomination CommitteeCharter(inthe Company'sCorporate Governance Plan), the Nomination Committee (or, in itsabsence, the Board) is required to prepare a Board skillsmatrixsetting out the mix of skills that the Board currently has (or is lookingto achieve) and to review this at least annuallyagainst theCompany's Board skills matrix to ensure the appropriate mix of skillsto discharge its obligations effectively and to add value and to ensurethe Board has the ability to deal with new and emerging business andgovernance issues.
		Given the current size and stage of development of the Company theBoard has not yet established a formal boardskills matrix. Gaps inthe collective skills of the Board are regularly reviewed by the Boardas a whole, with theBoard proposing candidates for directorshipshaving regard to thedesired skills and experience required by theCompany as well as the proposed candidates' diversity ofbackground.
		The Board Charter requires the disclosure of each Board member'squalifications and expertise. Full details as to each Director andsenior executive's relevant skills and experience are available in theCompany's Annual Report.

Recommendation 2.3

A listed entity should disclose:

YES

• (a) the names of the Directors considered by the Board to be independent Directors;
• (b) if a Director has an interest, position or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendations (4th Edition), 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

(a) The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Company has disclosed those Directors it considered to be independent in its Annual Report. The current Board composition includes 2 Non-Executive Directors (both of whom are considered to be independent), Mr Jeremy King and Mr Patrick Holywell. The Board has considered the guidance to Principle 2 and in particular the relationships affecting independent status. In its assessment of independence, the Board considers all relevant facts and circumstances. Relationships that the Board will take into consideration when evaluating independence are whether a Director:

• is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;

• is employed, or has previously been employed in an executive capacity by the Company or another Company member, and there has not been a period of at least three years between ceasing such employment and serving on the Board;

• has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another Company member, or an employee materially associated with the service provided;

• is a material supplier or customer of the Company or other Company member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or

• has a material contractual relationship with the Company or another Company member other than as a Director.

(b) There are no independent Directors who fall into this category;

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
		(c)The Company's Annual Reportdiscloses the length of serviceof each Director, as atthe end of each financial year.Term in OfficePeter Wall (appointed6 October 2015); Resigned28 June2021Jeremy King (appointed8 June2016)Patrick Holywell (appointed20 November 2019)Mauro Piccini(appointed 28 June 2021)
Recommendation 2.4A majority of the Board of a listed entity should beindependent Directors.	YES	The Company's Board Charter requires that, where practical, themajority of the Board shouldbe independent. The Board currentlycomprises a total of 3 directors, all of whom are considered to beindependent.As such, independent directors currently comprise themajority of the Board.
Recommendation 2.5The Chair of the Board of a listed entity should be anindependent Director and, in particular, should not be thesame person as the CEO of the entity.	PARTIALLY	The Board Charter provides that, where practical, the Chairof theBoard should be an independent Directorand should not be theCEO/Managing Director.The Chair of the Company during the past financial yearwasMrPeterWall. Mr Wall is notan independent director, however the Boardconsiders Mr Wall's wide commercial and technical experience willassist the Company in meeting its corporate objectivesand thereiscurrently noCEO/Managing Director. Mr Peter Wall resigned asChair on 28 June 2021, andMr Jeremy King assumed this role. MrJeremy King is an independent Director.

(4THRECOMMENDATIONSEDITION)	COMPLY	EXPLANATION
Recommendation 2.6A listed entity should have a program for inducting newDirectors and for periodically reviewing whether there is aneed for existing directors to undertake professionaldevelopment tomaintain the skills and knowledge needed toperform their role asDirectorseffectively.	YES	In accordance with the Company's Board Charter, the NominationsCommittee (or, in its absence, the Board)is responsible for theapproval and review of induction and continuing professionaldevelopment programs and procedures for Directors to ensure thatthey can effectively discharge their responsibilities. The CompanySecretary is responsible for facilitating inductions and professionaldevelopmentincluding receiving briefings on material developmentsin laws, regulations and accounting standards relevant to theCompany.
Principle 3: Promote ethicaland respomsible decision-making
Recommendation 3.1A listed entity shouldarticulate and disclose its values.	YES	(a)The Company and its subsidiary companies (if any) arecommitted to conducting all of its business activities fairly,honestly with a high level of integrity, and in compliance withall applicable laws, rules and regulations. The Board,management and employees are dedicated to high ethicalstandards and recognise and support the Company'scommitment to compliance with these standards.(b)The Company's values are set out in its Code of Conduct(which forms part of the Corporate Governance Plan) and areavailable on the Company's website. All employees are givenappropriate training on the Company's values and seniorexecutives will continually reference such values.
Recommendation 3.2A 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 Board isinformed of any material breaches ofthat code.	YES	(a)The Company's Corporate Code of Conduct applies to theCompany's Directors, senior executives and employees(ifany).(b)The Company's Corporate Code of Conduct (which forms partof the Company's Corporate Governance Plan) is available onthe Company's website. Any material breaches of the Codeof Conduct are reported to the Board or a committee of theBoard.

	RECOMMENDATIONS	(4THEDITION)	COMPLY	EXPLANATION
(a)(a)	Recommendation 3.3A listed entity should:that policy.	have and disclose a whistleblower policy; andensure that the Board or a committee of the Board isinformed of any material incidents reported under	YES	The Company'sWhistleblower Protection Policy (which forms part ofthe Corporate Governance Plan) is available on the Company'swebsite. Any material breaches of the Whistleblower ProtectionPolicy are to be reported to the Board.
(a)(b)	Recommendation 3.4A listed entity should:policy; and	have and disclose an anti-bribery and corruptionensure that the Board or committee of the Board isinformed of any material breaches of that policy.	YES	The Company'sAnti-Bribery and Anti-Corruption Policy (which formspart of the Corporate Governance Plan) is available on theCompany's website. Any material breaches of the Anti-Bribery andAnti-Corruption Policy are to be reported to the Board.
Principle 4: Safeguardintegrity in financial reporting
(a)	Recommendation 4.1(i)(ii)and disclose:(iii)(iv)(v)	The Board of a listed entity should:have an audit committee which:has at least three members, all of whom arenon-executive Directors and a majority ofwhom are independent Directors; andis chaired by an independent Director, whois not the Chair of the Board,the charter of the committee;the relevant qualifications and experience ofthe members of the committee; andin relation to each reporting period, thenumber of times the committee met	PARTIALLY	(a)The Company's Corporate Governance Plan contains an Auditand Risk Committee Charter that provides for the creation ofan Audit and Risk Committee with at least three members, allof whom must be non-executive Directors, andmajority ofthe Committee must be independent Directors. TheCommitteemust be chaired by an independent Director whois not the Chair.The Company did not have an Audit and Risk Committee forthe past financial yearas the Directors do not view that thesize of the Company warrants a separate Audit Committee.

(4THRECOMMENDATIONSEDITION)	COMPLY	EXPLANATION
throughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose thatfact and the processes it employs that independentlyverify and safeguard the integrity of its corporatereporting,includingtheprocessesfortheappointment and removal of the external auditor andthe rotation of the audit engagement partner.		In accordance with the Company's Board Charter, the Boardcarries out the duties that would ordinarily be carried out bythe Audit and Risk Committee under theAudit and RiskCommittee Charter including the following processes toindependently verify the integrity of the Company's periodicreports which are not audited or reviewed by an externalauditor, as well as the processes for the appointment andremoval of the external auditor and the rotation of the auditengagement partner:(i)the Board devotes time at Board meetings to fulfillingthe roles and responsibilities associated withmaintaining the Company's internal audit functionand arrangements with external auditors; and(ii)all members of the Board are involved in theCompany's audit function to ensure the propermaintenance of the entity and the integrity of allfinancial reporting.The Board is of the view that the experience and professionalism ofthe persons on the Board is sufficient to ensure that all significantmatters are appropriately addressed and actioned. Further, theBoard does not consider that the Company is of sufficient size tojustify the appointment of additional directors for the sole purposeof satisfying this recommendation as it would be cost prohibitive andcounterproductive.

Recommendation 4.2The Board of a listed entity should, before it approves theentity's financial statements for a financial period, receivefrom its CEO and CFO a declaration that the financial recordsof the entity have been properly maintained and that thefinancial statements comply with the appropriate accountingstandards and give a true and fair view of the financial positionand performance of the entity and that the opinion has beenformed on the basis of a sound system of risk managementand internal control which is operating effectively.	YES	The Company's Audit and Risk Committee Charter requires theManaging Directorand CFO (or, if none, theperson(s) fulfilling thosefunctions) to provide a sign off on these terms.The Company has obtained a sign off on these terms for each of itsfinancial statements in the past financial year.
Recommendation 4.3A listed entity should disclose its process to verify the integrityof any periodic corporate report it releases to the market thatis not audited or reviewed by an external auditor.	YES	The Company ensures that the corporate reports it releases arereviewed by Management and provided to the Board to ensure thefinancial and technical content isaccurate, balanced andunderstandable.Where appropriate, information contained incorporate reports is referenced to supporting documents andsources.Further, in accordance with Section 295A of the Corporations Act2001 and Recommendation 4.2 of the ASX Corporate GovernancePrinciples and Recommendations, the Managing Director(or in theabsenceof a Managing Director/Executive, the Chair)and CFO makedeclarations to the Board that the Company's financial records havebeen properly maintained in accordance with the Act and that thefinancial statements comply with accounting standards and give atrue and fair view of the financial position and performance of theCompanyandthat the above statement is founded on a soundsystem of risk management and internal control and that thesystemswhich are operating effectively in all material respects inrelation to financial reporting risks.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1	YES	(a)The Company's Corporate Governance Plan details theCompany's Continuous Disclosure policy.

A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule 3.1.		(b)The Corporate Governance Plan, which incorporates theContinuous Disclosure policy, isavailable on the Company'swebsite.
Recommendation 5.2A listed entity should ensure that its board receives copies ofall material market announcements promptly after they havebeen made.	YES	Under the Company's Continuous Disclosure Policy (which formspart of the Corporate Governance Plan), all members of the Boardreceive material market announcements promptly after they havebeen made.
Recommendation 5.3A listed entity that gives a new and substantive investor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	YES	All substantive investor or analyst presentations were released onthe ASX Markets Announcement Platform ahead of suchpresentations.
Principle 6: Respect the rights of shareholders
Recommendation 6.1A listed entity should provide information about itself and itsgovernance to investors via its website.	YES	Information about the Company and its governance is available inthe Corporate Governance Plan which can be found on theCompany's website.
Recommendation 6.2A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	YES	The Company has adopted a Shareholder Communications Strategywhichaimstopromoteandfacilitateeffectivetwo-waycommunication with investors. The Strategy outlines a range of waysin which information is communicated to shareholders and isavailable on the Company's website as part of the Company'sCorporate Governance Plan.
Recommendation 6.3A listed entity should disclose how it facilitates andencourages participation at meetings of security holders.	YES	The Company's Security Holder Communication Policy addressessecurity holder attendance at Security Holder Meetings.Shareholders are encouraged to participate at all general meetingsand AGMs of the Companyand provides Shareholders with theopportunity to participate in shareholder meetings by allowingvoting in person, by proxy or online.

Recommendation 6.4A listed entity should ensure that all substantive resolutionsat a meeting of security holders are decided by a poll ratherthan by a show of hands.	YES	All resolutions at the Company's 2020AGMwere decided by apoll.
Recommendation 6.5A listed entity should give security holders the option toreceive communications from, and send communications to,the entity and its security registry electronically.	YES	The Company encourages the use of electronic communication andoffers Security Holders the option to receive and send electroniccommunication to the Company and its share registry wherepossible. The Shareholder Communication Strategy provides thatsecurity holders can register with the Company to receive emailnotifications when an announcement is made by the Company to theASX, including the release of the Annual Report, half yearly reportsand quarterly reports. Links are made available to the Company'swebsite on which all information provided to the ASX is immediatelyposted.Shareholders queries should be referred to the Company Secretaryinthe first instance.

Principle 7: Recognise and manage risk

Recommendation 7.1

The Board of a listed entity should:

• (a) have a committee or committees to oversee risk, each of which:
  • (i) has at least three members, a majority of whom are 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, 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 process it employs for overseeing the entity's risk management framework.

(a) The Company did not have an Audit and Risk Committee for the past financial year as the Directors do not view that the size of the Company warrants a separate Risk Committee. All matters that might properly be dealt with by the Risk Committee are dealt with by the full Board. The Company's Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee (if deemed appropriate in the future) with at least three members, all of whom must be nonexecutive Directors, and majority of the Committee must be independent Directors. The Committee must be chaired by an independent Director who is not the Chair.

(b) The Company did not have an Audit and Risk Committee for the past financial year. The Board is of the view that the experience and professionalism of the persons on the Board is sufficient to ensure that all significant matters are appropriately addressed and actioned. Further, the Board does not consider that the Company is of sufficient size to justify the appointment of additional directors for the sole purpose of satisfying this recommendation as it would be cost prohibitive and counterproductive. The Board is responsible for overseeing the establishment and implementation of effective risk management and internal control systems to manage the Company's material business risks and for reviewing and monitoring the Company's application of those systems. Major risk categories reported include operational risk, environmental risk, sustainability, statutory reporting and compliance, financial risks (including financial reporting, treasury, information technology and taxation), and market related risks.

PARTIALLY

Recommendation 7.2		(a)The Audit and Risk Committee Charter requires that the Auditand Risk Committee (or, in its absence, the Board) should, at
The Board or a committee of the Board should:(a)review the entity's risk management framework atleast annually to satisfy itself that it continues to besoundand that the entity is operating with dueregard to the risk appetite set by the Board; and(b)disclose in relation to each reporting period, whethersuch a review has taken place.	PARTIALLY	least annually, satisfy itself that the Company's riskmanagement framework continues to be soundand that theCompany is operating with due regard to the risk appetite setby the Board.The Board is responsible for reviewing theCompany's risk management frameworkand overseeing theestablishmentandimplementationofeffectiveriskmanagement and internal control systems to manage theCompany's material business risks and for reviewing andmonitoring the Company's application of those systems. TheBoard devotes time at quarterly Board meetings to fulfillingthe roles and responsibilities associated with overseeing riskand maintaining the entity's risk management frameworkand associated internal compliance and control procedures.(b)Risk framework reviews may occur more or less frequentlythan annually as necessitated by changes in the Company andits operating environment. Given the operations of theCompany have not materially changed over the past 12month period, a risk framework review has not taken placeduring the transitional financial year ended 30 June 2021.

Recommendation 7.3A listed entity should disclose:(a)if it has an internal audit function, how the functionis structured 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 itsgovernance, risk management and internal controlprocesses.	YES	(a)The Audit and Risk Committee Charterprovides for theAuditand Risk Committee(and in its absence, the Board)tomonitor and periodically review the need for aninternal auditfunction, as well as assessing the performance and objectivityof any internal audit procedures that may be in place.(b)The Company did not have an internal audit function for thepast financial year.As set out in Recommendation 7.1, theBoard is responsible for overseeing the establishment andimplementation of effective risk management and internalcontrol systems to manage the Company's material businessrisks and for reviewing and monitoring the Company'sapplication of those systems.
Recommendation 7.4A listed entity should disclose whether it has any materialYESexposure to environmental or social risks and, if it does, howit manages or intends to manage those risks.		The Audit and Risk Committee Charter requires the Audit and RiskCommittee (or, in its absence, the Board) to assist managementtodetermine whether the Company has any potential or apparentexposure to environmental or social risks and, if it does, put in placemanagement systems, practices and procedures to manage thoserisks.The Company's Corporate Governance Plan requires the Company todisclose whether it has any potential or apparent exposure toenvironmental or social risks and, if it does, put in place managementsystems, practices and procedures to manage those risk.Where the Company does not have material exposure toenvironmental or social risks, report the basis for that determinationto the Board, and where appropriate benchmark the Company'senvironmental or social riskprofile against its peers.The Company discloses this information in its Annual Report.

Principle 8: Remunerate fairly and responsibly

(a)(b)	Recommendation 8.1(i)(ii)and disclose:(iii)(iv)(v)	The Board of a listed entity should:have a remuneration committee which:has at least three members, a majority ofwhom are independent Directors; andis chaired by an independent Director,the charter of the committee;the members of the committee; andas at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; orif it does not have a remuneration committee,disclose that fact and the processes it employs forsetting the level and composition of remunerationfor Directors and senior executives and ensuring thatsuch remuneration is appropriate and not excessive.	PARTIALLY	(a)The Company did nothavea Remuneration Committee forthepastfinancialyear.TheCompany'sCorporateGovernance Plan contains a Remuneration CommitteeCharter that provides for the creation of a RemunerationCommittee (if it is considered it will benefit the Company),with at least three members, a majority of whom arebeindependent Directors, and which must be chaired by anindependent Director.(b)The Company did not have a Remuneration Committee forthe past financial year as the Board does not currently have aManaging Director/Executive Director and did not considerthe Company would benefit from theestablishmentof aRemunerationCommittee.InaccordancewiththeCompany's Board Charter, the Board carries out the dutiesthat would ordinarily be carried out by the RemunerationCommittee under the Remuneration Committee Charterincluding the following processes to set the level andcomposition of remuneration for Directors and seniorexecutivesandensuringthatsuchremunerationisappropriate and not excessive:(i)the Board devotes time at an annual Board meetingto assess the level and composition of remunerationfor Directors and senior executives(if any);and(ii)periodicallybenchmarkstheCompany'sremuneration against its peers.
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.		YES	At this stage The Company does not have any executive directors orsenior executives.

				The Company's remuneration policy is disclosed in the Directors'Report. The policy has been set out to ensure that the performanceof Directors, key executives and staff reflect each person'saccountabilities, duties and their level of performance, and to ensurethat remuneration is competitive in attracting, motivating andretaining staff of the highestquality. A program of regularperformance appraisals and objective setting for key executives andstaff is in place. These annual reviews take into account individualand company performance, market movements and expert advice.As noted above, at this stage, the Company does not have anyexecutive directors or senior executives. The Board determines anychanges to the remuneration of key executives on an annual basis.The Board determines and reviews compensation arrangements forthe directors and the executive team.
Recommendation 8.3A listed entity which has an equity-based remuneration	YES	(a)	The Company did not have anequity-basedremunerationscheme during the past financial year.
(a)(b)	scheme should:have a policy on whether participants are permittedto enter into transactions (whether through the useof derivatives or otherwise) which limit the economicrisk of participating in the scheme; anddisclose that policy or a summary of it.			The Companyhasa policy on whether participants arepermitted to enter into transactions (whether through theuse of derivatives or otherwise) which limit the economic riskof participating in the equity schemes outlined above.TheCompany's Remuneration Committee Charter states that, theRemuneration Committee, (or in the absence of one, theBoard) is required to review, manage and disclose the policy(if any) on whether participants are permitted to enter intotransactions (whether through the use of derivatives orotherwise) which limit the economic risk of participating inthe scheme. The Remuneration Committee Charter alsostates that the Remuneration Committee (and in its absence,the Board) must review and approve any equity-based plans.
			(b)	A copy of the Remuneration Committee Charter is containedin the Corporate Governacne Policies provided on theCompany's website.

Recommendation 9.1
A listed entity with a director who does not speak thelanguage in which board or security holder meetings are heldor key corporate documents are written should disclose theprocesses it has in place to ensure the director understandsand can contribute to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents.	Not applicable
Recommendation 9.2	Not applicable
A listed entity established outside Australia should ensurethat meetings of security holders are held at a reasonableplace and time.
Recommendation 9.3	Not applicable
A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM, should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit.