RENEGADE EXPLORATION LIMITED — Governance Information 2021

Sep 30, 2021

Renegade Exploration Limited

ABN 92 114 187 978

CORPORATE GOVERNANCE STATEMENT

Renegade Exploration Limited Corporate Governance Statement

(current as at 30 September 2021)

The Board of Directors are responsible for the overall strategy, governance and performance of Renegade Exploration Limited (the Company). The Board has adopted a corporate governance framework which it considers to be suitable given the size, nature of operations and strategy of the Company.

To the extent that they are applicable, and given its circumstances, the Company adopts the eight essential Corporate Governance Principles and Best Practice Recommendations ('Recommendations') published by the Corporate Governance Council of the ASX (4th Edition). Where the Company's corporate governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. Where, after due consideration, the Company's corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for the adoption of its own practice, in compliance with the "if not, why not" regime.

As the Company's activities develop in size, nature and scope, the implementation of additional corporate governance structures will be afforded further consideration.

Corporate Governance Council Recommendation		Comply(Yes / No)	Explanation
	PRINCIPLE 1: Lay solid foundation 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 reserved for the board and those delegated tomanagement.	Yes	The Board has adopted a formal Board Charter which sets out the respective roles and responsibilities ofthe Board and management and those matters expressly reserved to the Board and those delegated tomanagement.The Board is responsible for the general supervision of the management of the Company's business andaffairs with the objective of enhancing shareholder value. The Board fulfills its mandate at regularlyscheduled meetings or as required. Frequency of meetings may be increased and the nature of the agendaitems may be changed depending upon thestate of the Company's affairs and in light of opportunities orrisks which the Company faces. The directors are kept informed of the Company's operations at thesemeetings as well as through reports and discussions with management on matters within their particularareas of expertise.The Board is responsible for approving long-term strategic plans and annual operating plans and budgetsrecommended by management. The Board delegates to management responsibility for implementation ofthese objectives and for the day-to-day operations of the Company, including, managing the Company'soperations andcash flow, evaluating new business opportunities, recruiting staff and complying withapplicable regulatory requirements.The Board Charter is available on Renegade's website at www.renegadeexploration.com
1.2	A listed entity should:(a) undertake appropriate checks before appointing a person, or putting forwardto security holders a candidate for election, as a director;and(b) provide security holders with all material information in its possessionrelevant to a decision on whether or not to elect or re-elect a director.	Yes	Prior to the putting forward of a candidate for election as a director by shareholders, as a minimumrequirement, Renegademakes inquiries as to the person's character, experienceand education.Criteria considered when appointing a new director include:•quality of the individual;•background of experience and achievements to date;•compatibility with other board members;•compatibility with the Company's business activities;and

1.31.4	A listed entity should have a written agreement with each director and seniorexecutive setting out the terms of their appointment.The Company Secretary of a listed entity should be accountable directly to theBoard, through the Chair, on all matters to do with the proper functioning of theboard.	YesYes	•ability to contribute.All materialinformation relevant to whether or not to elect or re-elect a director is provided to the Company'sshareholders as part of theNotice of Meeting and Explanatory Statement for each annual general meetingof the Company.Non-Executive Directors are required to sign a letter of appointment.Executive Directors are required to enter into service agreements or consulting agreements and othersenior executives are required to enter into employmentor consultingagreements setting out the terms oftheir appointment.The appointment of the Company Secretary is approved by resolution of the Board. The CompanySecretary is accountable to the Board, through the Chairman, and is responsible for supporting the properfunctioning of the Board which includes, but is not limited to, providing advice on governance andprocedural issues, and the preparation of Board papers and minutes, attendance at Board meetings andmaintaining policies and procedures.
1.5	A listed entity should:(a)have a diversity policy which includes requirements for the Board or arelevant committee of the Board to set measurable objectives forachieving gender diversity and to assess annually both the objectives andthe entity's progress in achieving them;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting period:(i)the measurable objectives for achieving gender diversity set bythe Board in accordance with the entity's diversity policy and itsprogress towards achieving them; and(ii)either:(A)the respective proportions of men and women on theBoard, in senior executive positions and across thewhole organisation (including how the entity has defined"senior executive" for these purposes); or(i)if the entity is a "relevant employer" under the Workplace GenderEquality Act, theentity's most recent "Gender Equality Indicators", asdefined in the Workplace Gender Equality Act	No	Explanation for DepartureThe Company has not yet established a formal policy on diversity and has not established or reportedmeasurable objectives for achieving gender diversity.The Company makes its appointment decisions based on merit, by assessing whether a person's skillsand experience are appropriate for particular roles. It does not discriminatebased on gender, age, ethnicityor cultural background.Given the Company's size and stage of development, it does not believe that a formal diversity policy willprovide any measurable benefit to the Company that is not already provided by its existing practices in thisarea. However, as the Company's operations develop, it will consider the adoption of a formal diversitypolicy and the setting of measurable objectives for achieving gender diversity.The Company provides the following information regarding gender diversity as at 30September2021:CategoryProportion of femalesWhole organisationNilSenior ExecutivesNilBoardNil
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating the performanceof the board, its committees and individual directors; and(b)disclose, in relation to each reporting period, whether a performanceevaluation was undertaken in the reporting period in accordance with thatprocess.	Yes	The Board assesses, from time to time, the effectiveness of the Boardas a whole and the contribution ofindividual directors, including considering the appropriate size of the Board. Given the size of the Companyand the management team, this process is managed informally by Directors.
1.7	A listed entity should:(a) have and disclose a process for periodically evaluating the performance ofits senior executives; and	Yes	During the reporting period performance reviews of senior executives were carried out on an informal basis.As the activities of the Company develop, it will consider the establishment of more formal evaluationprocedures, including quantitative measures of performance.

(b) disclose, in relation to each reporting period, whether a performance
evaluation was undertaken in the reporting period in accordance with that
process.

	PRINCIPLE 2: Structure the Board to add value
2.1	The board of a listed entity should:(a) have a nomination committee which:(1) has at least three members, a majority of whom are independentdirectors; 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 thecommittee met throughouttheperiodandthe individualattendances of the members at those meetings; OR(b) if it does not have a nomination committee, disclose that fact and theprocesses it employs to address board succession issues and to ensure thatthe board has the appropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge its duties andresponsibilities effectively.	No	Explanation for Departurethe Company.	The Board has not appointed a nominating committee because theBoard has considered this matter and decided that the non-compliance does not affect theThis recommendation will be satisfied at the appropriate time in the Company's future.	full	Board fulfills these functions. Theoperation of
2.2	A listed entity should have and disclose a board skills matrix setting out the mixof skills and diversity that the board currently has or is looking to achieve in itsmembership.	Yes	Renegade	recognise that a skills matrix is a useful tool to identify any gaps in the collective skills of theBoard. Refer to the "Board Skills Matrix" in	the Appendix to this document.
2.3	A listed entity should disclose:	Yes	As at 30September	2021, the Board consisted of:
	(a) the names of the directors considered by the board to be independent		Name	Role	Date of Appointment	Independent
	directors;(b) if a director has an interest, position, association or relationship of the typedescribed in Box 2.3 but the board is of the opinion that it does notcompromise the independence of the director, the nature of the interest,position, association or relationship in question and an explanation of whythe board is of that opinion; and(c) the length of service of each director.		Robert Kirtlan	Non-Executive Chairman	23May2017	Yes
			Peter Voulgaris	Non-Executive Director	24 November 2017	Yes
			Mark Wallace	Non-Executive Director	25June2017	Yes
			the Directors'Report.	A profile of each director containing their skills, experience, expertise and term of office is disclosed in

2.4	A majority ofthe board of a listed entity should be independent directors.	Yes	The Company does have a majority of independent directors, with allthreeBoard members beingconsidered independent. The Board considers an independent director to be a non-executive director whomeets the criteria for independence set out in the ASX's Corporate Governance Principles andRecommendations.
			The Board, at least annually, assesses the independence of its non-executive directors. This assessmentmay occur more than once each year if there is a change in circumstances that may impact upon theindependence of a non-executive director.
			Individual directors must not participate in assessing their own independence, and must provide to theBoard all information relevant to the assessment.
			In assessing independence, the Board considers all circumstances relevant to determining whether thenon-executive director is free from any interest and any business or other relationship which could, or couldreasonably be perceived to; materially interfere with that director's ability to exercise unfettered andindependent judgment on Company issues.
			Directors are required to take into consideration any potential conflicts of interest when acceptingappointments to other boards.
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.	Yes	As shown in the table above,the Company has an independent Chairman.
2.6	A listed entity should have a program for inducting new directors and provideappropriate professional development opportunities for directors to developand maintain the skills and knowledge needed to performtheir role as directorseffectively.	Yes	The Board as a whole, review the skills and experience of directors and prospective directors andascertains any shortcomings and development opportunities.Each new Director goes through an induction process, which includes meetings with key executives,presentation and an overview of key policies and processes.

	PRINCIPLE 3: Act ethically and responsibly
3.1	A listed entity should articulate and disclose its values.	Yes	The Board has approved a Statement of Values and charges the Directors with the responsibility ofinculcating those values across the Company.
3.2	A listed entity should:(a) have a code of conduct for its directors, senior executives and employees;and(b) disclose that code or a summary of it.	Yes	The Board has adopted a code of conduct that sets out the principles covering appropriate conduct in avariety of contexts and outlines the minimum standard of behaviour expected from its directors andemployees.TheCode of Conduct is available onthe Company's website atwww.renegadeexploration.com.
3.3	A listed entity should:(a)have and disclose a whistleblowerpolicy; and(b)ensure that the Board or a committee of the Board is informed ofany material incidents reported under that policy	Yes	The Board has adopted a whistleblower protection policy
3.4	A listed entity should:(a)have and disclose an anti-bribery and corruption policy; and	Yes	The Board has adopted an anti-bribery and corruption policy

ensure that the Board or a committee of the Board is informed of any material
incidents reported under that policy

	PRINCIPLE 4: Safeguard Integrity in financial reporting
4.1	The board of a listed entity should:(a) have an audit committee which:(1) has at least three members, all of whom are nonexecutive directors anda majority of whom are independent directors; and(2)is chaired by an independent director, who is not chair of the board,and disclose:(3) the charter of the committee;(4) the relevant qualifications and experience of the members of thecommittee; and(5) in relation to each reporting period, the number of times thecommittee met throughout the period and the individual attendances ofthe members at those meetings; or(b) if it does not have an audit committee, disclose that fact and the processes	No	Explanation for DepartureThe Board has not appointed an audit committeebecause the Board fulfills these functions. The Boardhas considered this matter and decided that the non-compliance does not affect theoperation of theCompany.This recommendation will be satisfied at the appropriate time in the Company's future.
	it employs that independently verify and safeguard the integrity of itscorporate reporting, including the processes for the appointment andremoval of the external auditor and the rotation of the audit engagementpartner.
4.2	The board of a listed entity should, before it approves the entity's financialstatements for a financial period, should receive from its CEO and CFO adeclaration that, in their opinion, the financial records of the entity have beenproperlymaintained and that the financial statements comply with theappropriate accounting standards and give a true and fair view of the financialposition and performance of the entity and that the opinion has been formed onthe basis of a sound system of riskmanagement and internal control which isoperating effectively.	Yes	The Chief Executive Officer (or equivalent) and the Chief Financial Officer (or equivalent)provide adeclaration to the Board in accordance with section 295A of the Corporations Act and have assured theBoard that such declaration is founded on a sound system of risk management and internal control andthat the system is operating effectively in all material respects in relation to financial risk.
4.3	A listed entity that has an AGM should ensure that its external auditor attendsits AGM and is available to answer questions from security holders relevant tothe audit.	Yes	The Company's externalauditor is invited to, and attends, the Annual General Meeting. The auditor'spresence is made known to Shareholders during the meeting, and Shareholders are provided with anopportunity to address questions to the Auditor.

	PRINCIPLE 5: Make timely and balanced disclosure
5.1	A listed entity should:(a) have a written policy for complying with its continuous disclosure obligationsunder the Listing Rules; and	Yes	The Company has a Continuous Disclosure Policy that sets out the processes in place to ensure that anyprice sensitive information is identified, reviewed by management and disclosed to ASXin a timely manner.The Company's Continuous Disclosure Policy isdisclosed on the Company's website.
	(b) disclose that policy or a summary of it.		The Continuous Disclosure Policy is designed to ensure timely and balanced disclosure of informationinline with ASX Listing Rulesand to ensure that all Directors',senior executives and employees of theCompany understand their responsibilities under the policy.
5.2	A listed entity should ensure that its Board receives copies of all materialmarket announcements promptly after they have been made.	Yes	The Board has appointed the Company Secretary as the person responsible for communicating with ASXand overseeing and coordinating the timely disclosure of information to ASX, subject to prior review andapproval of all announcements by the Directors. The Company Secretary ensures that the Board are awareof when any announcement is due to go out and when the confirmation of release is received by the ASX,the Company Secretary promptly forwards this to the Board
5.3	A listed entity that gives a new and substantive investor or analyst presentationshould release a copy of the presentation materials on the ASX MarketAnnouncements Platform ahead of the presentation	Yes	The Board has appointed the Company Secretary as the person responsible for communicating with ASXand overseeing and coordinating the timely disclosure of information to ASX, subject to prior review andapproval of all announcements by the Directors. The Company Secretary ensures any substantivepresentations are released to the ASX Market Announcements Platform ahead of the presentation and inaccordance with theContinuous Disclosure Policy of the Company

	PRINCIPLE 6: Respect the rights of security holders
6.1	A listed entity should provide information about itself and its governance toinvestors via its website.	Yes	The Board aims to ensure that the Company's shareholders are informed of all major developmentsaffecting the Company's state of affairs.
			The Company keeps investors informed through its website (www.renegadeexploration.com), whichcontains information on the Company, the Board and the corporate governance policies and proceduresof the Company. Through its website, investors can access copies of the Company's annual financialreport, half yearly and quarterly reports, announcements and presentations.
6.2	A listed entity should design and implement an investor relations program tofacilitate effective two-way communication with investors.	Yes	The Company has a Shareholder Communication Policy which is available on the Company's websitewww.renegadeexploration.com This policy encourages shareholder participation and engagement withthe Company.
6.3	A listed entity should disclose the policiesand processes it has in place tofacilitate and encourage participation at meetings of security holders.	Yes	The Board encourages full participation of shareholders at the shareholders' meetings. Shareholders areprovided with access to notices of meeting and the Chairman's address prior to the meetings.Shareholders are also given the opportunity to ask questions of Directors and management, either duringor after shareholders' meetings.
6.4	A listed entity should ensure that all substantive resolutions at a meeting ofsecurity holders are decided by a poll rather than by a show of hands	Yes	The Company conducts a poll at meetings of security holders to decide each resolution
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entity and its securityregister electronically	Yes	The Company welcomes electronic communication from its Shareholders via its publicised email address(infor@renegadeexploration.com). In addition, details of ASX announcements and Company reports aredistributed to interested parties via email as well as being uploaded to the website.
			The Company's share registry also engages with Shareholders electronically and makes available a rangeofrelevant forms on its website. Shareholders can register with the Share Registry to access their personal

			information and shareholdings via the internet.
	PRINCIPLE 7: Recognise and manage risk
7.1	The board of a listed entity should:(a) have a committee or committees to oversee risk, each of which:(i) has at least three members, a majority of whom are independentdirectors; 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 committeemet throughout the period and the individual attendances of the membersat 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'srisk management framework.	No	Explanation for DepartureThe Company does not currently have a risk management committee. The Board has considered thismatter and decided that the non-compliance does not affect theoperation of the Company. Thisrecommendation will be satisfied at the appropriate time in the Company's future.In the absence of a risk management committee, the Boardassumesresponsibility for overseeing andapproving risk management strategy and policies, internal compliance and non-financial internal controland the Board are fully aware of the various risks that affect the Company and its particular business.The Company has a framework in place to safeguard the Company's assets and interests and ensure thatbusiness risks are identified and properly managed. This includes procedures and limits to managefinancial risk.To assist in discharging this responsibility the Board has in place a control framework which includes thefollowing:•annual budget and operating plan, approved by the Board;•regular reporting to the Board on a number of key areas including safety, environment, financial,insurance and legal matters;and•the segregationof duties (where possible).The Board recognise the responsibility for the risk management and control framework and responsibilityfor relevant internal controls and risk management practices are delegated to the appropriate level ofmanagement within the Company.Management, has responsibility for identifying, assessing, treating and monitoring risks and reporting tothe Board on risk management.
7.2	The board or a committee of the board should:(a) review the entity's risk management framework at least annually to satisfyitself that it continues to be sound; and(b) disclose, in relation to each reporting period, whether such a review hastaken place.	No	Explanation for DepartureThe Company's risk management framework is subject to continual review as part of the ongoing reportingand approval processes detailed above. The Company will consider implementing a more formal annualreview process as its business operations develop.
7.3	A listed entity should disclose:(a) if it has an internal audit function, how the function is structured and whatrole it performs; or(b) if it does not have an internal audit function, that fact and the processes itemploys for evaluating and continually improving the effectiveness of its riskmanagement and internal control processes.	No	Explanation for DepartureThe Company does not currently have a formal internal audit function due to the size of the Company andthe need to conserve cash.As detailed above, the Board overseesthe effectiveness of risk management and internal controlprocesses.Under the Company's Risk Management Policy, responsibility for undertaking and assessing riskmanagement and internal control effectiveness is delegated to management. Management is required bythe Board to report back on the efficiency and effectiveness of risk management.
7.4	A listed entity should disclose whether it has any material exposure toeconomic, environmental and social sustainability risks and, if it does, how itmanages or intends to manage those risks.	Yes	The Company'sprincipal activityismineral exploration. As such, the Company's risk exposure includesthefollowing risks:Environmental:The operations andactivities of the Company are subject to environmental laws andregulations. As with most explorationand development projects, the Company's operations and activitiesare expected to have an impact on the environment, particularly if advanced exploration or mine

	development proceeds. The Company attempts to conduct its operations and activitiesto the requiredstandard of environmental obligation, including compliance with applicableenvironmental laws.
	Economic
	General: the mining industryisimpacted by global economic conditions and events. Specifically, thecurrent commodity market conditions have had an impact on the cost and availability of financing andliquidity for commodity related companies and there is no assurance that the Companywill successfullyfinance ongoing operations. Energy, commodity and consumables prices and currency exchange ratesimpact the Company's operating costs and the devaluation and/orvolatility of global stock markets couldalsoadversely impact the Company'sfinancial condition.
	Commodity price risk: if the Company's existing project is developed to production, the majority of theCompany's revenue will be derived from the sale of base metals. Therefore,fluctuations in the prices ofbase metals represent one of the most significant factors that we expect will affect our future operationsand potential profitability. The price of base metalsis affected by numerous factors beyond the control ofthe Company such as supply and demand for base metals,changes in global economies, confidence inthe industry as well as other global or regional political, social or economic events. The supply of basemetals consists of a combination of new mine production and existing stocks held by producers andconsumers. Future production from the Company's mining properties, is dependent upon the price ofbasemetalsbeing at a sufficient level to make these properties economic. Future price declines in the marketvalue of base metalscould cause the continued development of, and eventually the commercial productionfrom the Company's properties to be rendered uneconomic.
	Access to capital: theCompany's ongoing activitiesmay require substantial further financing in the futurefor its business activities. Given the Company's stage of development and the current state of equitycapital markets, assurances cannot be made that appropriate capital or funding, if and when needed, willbe available on terms favourable to the Company or at all.
	Governmental:any future mining operations will besubject to a number of taxes, royalties, regulationsand charges which can impact on the future profitability of the Company
	Social Sustainability
	The Company values economic, environmental and social sustainability within the areas which it operates.In order to mitigate any material exposure to economic, environmental and social sustainability risks, theCompany undertakes regular monitoring and assessment of both its operating and non-operating assetsto ensure that all activities are conducted in a manner that is consistent with the Company's commitmentto safe and sustainable operations. Current monitoring and assessment has not indicated any materialexposures in the areas of environmental and social sustainability.

	PRINCIPLE 8: Remunerate fairly and responsibly
8.1	The board of a listed entity should:(a) have a remuneration committee which:(i)has at least three members, a majority of whom are independentdirectors; and(ii)is chaired by an independent director;(iii)and disclose:(iv)the charter of the committee;(v)the members of the committee; and(vi)as at the end of each reporting period, the number of times thecommittee met throughout the period and the individualattendances of the members at those) meetings; or(b) if it does not have a remuneration committee, disclose that fact and theprocesses it employs for setting the level and composition of remunerationfor directors and senior executives and ensuring that such remuneration isappropriate and not excessive.	No	Explanation for DepartureThe Board has not established a remunerationcommittee because the Board currently fulfills thesefunctions. It is the Board's objective to retain high quality directors'and senior executives. In the absenceof a remuneration committee, the Board assesses the appropriateness of the nature and amount ofemoluments of such directors and senior executiveson a periodic basis.The Board has considered this matter and decided that the non-compliance does not affect theoperationof the Company. This recommendation will be satisfied at the appropriate time in the Company's future.
8.2	A listed entity should separately disclose its policies and practices regardingthe remuneration of non-executive directors and the remuneration of executivedirectors and other senior executives.	Yes	Non-executive directors are paid a fixed annual fee for their services to the Company as Non-ExecutiveDirectors. Non-executive directors are also eligible to participate in the Company's Share Option Plan.Executive Directors and other senior executives typically receive remuneration comprisingbase salary orconsulting feesand other fixed benefits based on the terms of their respective employment/consultingagreements with the Company. Executive Directors and senior executives are also eligible to participatein the Company's Share Option Plan.
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 theeconomic risk of participating in the scheme; and(b) disclose that policy or a summary of it.	Yes	Company has an Employee Incentive Plan

Appendix – 1

Renegade Exploration Limited

Board Skills Matrix

Board of Directors
	Robert Kirtlan	Peter Voulgaris	Mark Wallace
Appointment Date	23May2017	24 November 2017	25June 2017
Skills & Experience
Listed board experience			
International experience			
Financial –includingaccounting and/orcorporate finance			
Capital markets			
Exploration sectorexperience		
Geological experience		
Project developmentexperience			