S2 RESOURCES LTD — Governance Information 2021

Sep 30, 2021

Corporate Governance Statement

Financial Year ending 30 June 2021

This statement describes the corporate governance practices of S2 Resources Limited (S2 or the Company) as at 21 September 2021.

The Company was admitted to the Official List of the Australian Securities Exchange (ASX) on 19 October 2015. As part of the Company's application for admission to the Official List of ASX, the Company prepared a Corporate Governance Statement, disclosing the extent to which the Company would comply with the 3rd Edition of the ASX Corporate Governance Council Principles and Recommendations (Recommendations) and, if any Recommendations were not to be complied with, the reasons for non-compliance.

The Board of Directors of the Company (Board) remains committed to achieving high standards of corporate governance. The Board considers that an effective corporate governance regime is integral to the culture of the Company. The Board acknowledges that the adoption of certain Recommendations is still not appropriate or practical for the Company, given the size, scale and nature of its operations. Where the Company is not currently in compliance with a Recommendation, the Company has provided an explanation and information in relation to the alternative governance practices the Company has in place. The Company regularly reviews its corporate governance practices to ensure that they are adequate and remain appropriate for the Company's circumstances.

Charters and policies referred to in this Corporate Governance Statement are available on S2's website within the "Company" section, under "Corporate Governance".

Corporate Governance Compliance

This statement is current as at 21 September 2021 and has been approved by the Board.

The Company's main corporate governance policies and practices are summarised in the table below.

Copies of the Company's Constitution and the Board's formal charter (Board Charter), Audit & Risk Committee Charter, Remuneration & Nomination Committee Charter and policies referred to in this Corporate Governance Statement are available in the "Corporate Governance" section of the Company's website at www.[s2resources.com.au.](http://www.s2resources.com.au/)

ASX RECOMMENDATION	COMMENT	COMPLIANCE
	PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
ASX Recommendation 1.1: A listed entity should disclose:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board andthose delegated to management.	The Board has adoptedthe Board Charter, whichsets outthe respectivefunctions and responsibilities of the Board and management.Under theBoard Charter, the Board is responsible for all matters relating to therunning of the Company and, more specifically, all matters relating to thepolicies, practices, management and operations of the Company. Thosematters that the Board is responsible for(and which cannot be delegatedto management) include:	
	•Directors acquiring or selling shares of the Company;•issuing shares of the Company;•acquiring, selling or otherwise disposing of property in excess of theamount set out in the Company's approval matrix;•founding, acquiring or selling subsidiaries of or any company within theCompany, participating in other companies or dissolving or selling theCompany's participation in other companies (including project jointventures);•acquiring or selling patent rights, rights in registered trademarks,licences or other intellectual property rights of the Company;•founding, dissolving or relocating branch offices or other offices, plantsand facilities;•starting new business activities, terminating existing business activitiesor initiating major changes to the field of the Company's businessactivities;•approving and/or altering the annual business plan (including financialplanning) for the Company or any part of the Company;•taking or granting loans which exceed the amount set out in theCompany's approval matrix;•granting securities of any type;•granting loans to Company officers or employees and taking overguarantees for the Company's officers and employees;•entering intoagreements for recurring, voluntary, or additional social

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	benefits, superannuation agreements or agreements for general wageand salary increases;•determining the total amount of bonuses and gratuities for Companyofficers and employees;•determining theappointment, termination, prolongation ofemployment or amendment to conditions of employment of membersof the Board; and•granting or revoking a power of attorney or limited authority to signand/or act on behalf of the Company.
	The detail of some Board functions is handled through Board Committees.As at the date of this Corporate Governance Statement,the Company hadestablished an Audit and Risk Committee and a Remuneration andNomination Committee.However, the Board as a whole is responsible fordetermining the extent of powers residing in each Board Committee and isultimately responsible for accepting, modifying or rejecting BoardCommittee recommendations.
	The Board has delegated the Executive Chairmanof the Companyand CEOresponsibilityfor the effective leadership and day-to-day operations andadministration of the Company.
	The Board Charter sets out further information about the responsibilities ofthe Board as a whole, the Chair, the Company Secretary, individualDirectors and senior executives.
	Copies of the Board Charter, the Audit and Risk Committee Charter and theRemuneration and Nomination Committee Charterare available atwww.s2resources.com.au.
ASX Recommendation 1.2: A listed entity should:(a)undertake appropriate checks before appointing aperson, or putting forward to security holders acandidate for election as a director; and(b)provide security holders with all material information in	The Board Charter requires the Boardto undertake appropriatebackground checks prior to nominating a candidatefor election or reelectionas a Director. The Remuneration and Nomination Committee isresponsible for undertaking these background searches, reviewing theresults and providing recommendations to the Board based on the results.	

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its possession relevant to a decision on whether or notto elect or re-elect a director.	All material information relevant to the election or re-election of a directorwill beprovided to the Company's shareholders in the form of a Notice ofMeeting (and accompanying explanatory memorandum) for anygeneralmeeting at whichthe election or re-election of a directoris proposed.
ASX Recommendation 1.3: A listed entity should have a writtenagreement with each director and senior executive setting outthe terms of their appointment.	Under theBoard Charter, the Company must have awritten agreementwith eachDirectorand senior executiveof the Company, setting out theterms of their appointment.	
	As at thedate of this Corporate Governance Statement:
	•S2's IndependentNon-Executive Director, Jeff Dowling has a letter ofappointment;•S2's Executive Chairman,Mark Bennett andExecutive Director,AnnaNeulingeach have an executive servicesagreement; and•the following senior management personnel have employment orservice agreements with S2:Chief Executive Officer -Matthew Keane.-Other than as mentioned above, the Companydoes not currently employ
	any other senior executiveswhere "senior management" is defined asDirectors of the Company and any employees reporting directly to theExecutive Chairman
ASX Recommendation 1.4: The company secretary of a listedentity should be accountable directly to the board, through thechair, on all matters to do with the proper functioning of theboard.	The Company Secretary has primary responsibility for ensuring that theBoard processes and procedures run efficiently and effectively. The BoardCharterstates that "The Company Secretary is accountable to the Board,through the Chairman, on all governance matters and reports directly tothe Chairman as the representative of the Board".	
ASX Recommendation 1.5: A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the board setmeasurable objectives for achieving gender diversity inthe composition of its board, senior executives and	The Company strives to foster a culture that encourages diversity in thecomposition of the Company's Directors, executives and employees. Dueto the size of the Company,and the limited number of executivesandemployeesit employs, the Company has not yet established a formaldiversity policyor set any measurable objectivesfor achieving genderdiversity in accordance with Recommendation1.5 at this time.	X

ASX RECOMMENDATION			COMMENT	COMPLIANCE
(c)	workforce generally; anddisclosein relation to each reporting period:1)the measurable objectives set for that periodto achieve gender diversity;2)The entity;s progress towards achieving thoseobjectives and3)Either:the respective proportions of men and(A)women on the board, in senior executive		positions and across the whole organisation	The Company currently comprises the following percentage of females:•33% of the Board;•50% of Executive Directors;•50%of senior management (where "senior management" is defined asDirectors of the Company and any employees reporting directly to theExecutive Chairman);and•36% oftheCompany'stotal workforce.	Note: TheCompany hasprovided thedisclosure thatcomplies withparagraph(c)(1)
		(B)	(including how the entity has defined"senior executive"for these purposes); orif the entity is a "relevant employer"underthe Workplace Gender Equality Act, theentity's most recent "Gender EqualityIndicators", as defined in and publishedunder that Act.
(a)			ASX Recommendation 1.6: A listed entity should:have and disclose a process for periodically evaluatingthe performanceof the board, its committees andindividual directors; and	The Board Charter sets outthe process for evaluating the Board, itscommittees and individual directors, which involves an annual selfassessment of the ongoing developmentand improvement of the Board's(and individual Directors') performance.	
(b)			disclose, in relation to each reporting period, whether aperformance evaluationwas undertaken in thereporting period in accordance with that process.	Whilst no formal performance evaluations have taken place as at the dateof this corporate governance statement, the Company is constantlyreviewing the performance of the Company, the board's performance andassessing the Company's asset mix. Employees' performanceshave beenreviewed.
				The Company continuesto perform informalevaluations in accordancewith the process set out in the Board Charter in the financial year ended

		ASX RECOMMENDATION	COMMENT	COMPLIANCE
			June 2021.
			A copy of the Board Charter is available in the "Corporate Governance"section of the Company's website at www.s2resources.com.au.
(a)		ASX Recommendation 1.7:A listed entity should:have and disclose a process for periodically evaluating	The Board Charter sets out the process for evaluating its senior executives'performanceon an annual basis.	
		the performance of its senior executives; and	An informal assessment of progress is carried out throughout the year.
(b)		disclose, in relation to each reporting period, whether aperformance evaluation was undertaken in thereporting period in accordance with that process.	The Companyhasperformedinformal evaluations in accordance with theprocess set out in the Board Charter forthis financial year. The informalevaluation process wasperformedfor the year ended June 2020.
			A copy of the Board Charter is available in the"CorporateGovernance"section of the Company's website at www.s2resources.com.au.
			PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
(a)	have	ASX Recommendation 2.1: The board of a listed entity should:a nomination committee which:	The Boardhas established a Remuneration and Nomination Committee.The purpose of the Remuneration and Nomination committee is to assist	
	1)	has at least three members, a majority of whomare independent directors; and	the Board by making recommendations in respect of:•the composition, performance and effectiveness of the Board; and•the Company's remuneration policy.
	2)	is chaired by an independent director, anddisclose:	Once the size and scale of the Company's activities, and therefore the sizeof the Board, permit, the Remuneration and Nomination Committee will
	3)	the charter of the committee;	consist of only non-executive directors, a majority of whom will be
	4)	the members of the committee; and	independent (as assessed by the Board in accordance with the Board
	5)	as at the end of each reporting period, thenumber of times the committee met throughoutthe period and the individual attendances of themembers at those meetings; or	Charter), in compliance with Recommendation2.1(a). At present, theCommittee will comprise anindependent non-executive director and oneExecutive Directorwho is not independent, and it is chaired by anindependent director.The Board has adopted a charter with respect to the Remuneration and
(b)		if it does not have a nomination committee,disclose	Nomination Committee, which sets out the role and responsibilities of the
		that fact and the processes it employs to address board	Remuneration and Nomination Committee and the authority delegated by

ASX RECOMMENDATION	COMMENT	COMPLIANCE
succession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.	the Board to the Remuneration and Nomination Committee.The Board, with the assistance of the Remuneration and NominationCommittee,is responsible for ensuring that the appropriate balance ofskills, knowledge, experience, independence and diversity are representedon the Board, inpart by utilising the Board skills matrix(as set out in theBoard Charter)as part ofthe procedure for the nomination of persons forelection or re-election as Directors.The Board will continue to review its framework and practices in thisregard to ensure they remain appropriate to the Company's circumstances.
ASX Recommendation 2.2: A listed entity should have anddisclose a board skills matrix setting out the mix of skills anddiversity that the board currently has or is looking to achieve inits membership.	The Board Charter incorporates aBoard skills matrix, which liststhefollowing areas of knowledge as required by the Board as a whole:•geology;•health, safety and environment;•commercial;•legal;•corporate governance;•communications;•accounting and finance.The Board believes that having a diverse mix of experience, gender andculture across the Board leads to better outcomes for the Company andthe Company's shareholders.	

	ASX RECOMMENDATION	COMMENT				COMPLIANCE
(a)	ASX Recommendation 2.3: A listed entity should disclose:the names of the directors considered by the board to	consisted of:		As at the date of this Corporate Governance Statement, the Board		
	be independent directors;	Name	Role	Independent?	Dateappointed
(b)	if a director has an interest, position, association orrelationship of the type described in Box 2.3 but theboard is of the opinion that it does not compromise the	Jeff Dowling	Non-ExecutiveDirector	Yes	May 2015
	independence of the director, the nature of the interest,position, association or relationship in question and an	Mark Bennett	ExecutiveChairman	No	May 2015
(c)	explanation of why the board is of that opinion; andthelength of service of each director.	Anna Neuling	ExecutiveDirector	No	May 2015
	ASX Recommendation 2.4: A majority of the board of a listedentity should be independent directors.	•one•twoDirectorsof the Board, from time to time),composition	As set out in the table above, the Board consistsIndependent Non-Executive Directorwho were Executive DirectorsBennett and Anna Neuling).remains appropriatethem. To assist with this, the Company	of:the Board will consist of a majority ofreview the composition of the Board periodically to ensure its size andto the Company's circumstances.In addition, the Board Charter states that each Director is expected toexercise considered and independent judgment on all matters beforeprovidesto independent professional advice on such matters. Prior to seekingindependent professional advice, a Director must inform the Chairthe terms of reference of the advice and the estimated cost. Boardapproval must be sought if costs are likely to exceed $10,000.	(Jeff Dowling) andduring the year(MarkUnder the Board Charter, the Board's policy is that, at a time when the sizeof the Company and its activities warrants such a structure (in the opinionindependent, non-executive Directors. Going forward, the Company willeach Director withaccessaboutthe nature of the opinion or information sought, the reason for the advice	X

ASX RECOMMENDATION	COMMENT	COMPLIANCE
ASX Recommendation 2.5: The chair of the board of a listedentity should be an independent director and, in particular,shouldnot be the same person as the CEO of the entity.	The role of Chairmanis performed by Mark Bennett who is an ExecutiveDirector and therefore not independent. The role of CEO is performed byMatthew Keane.	X
ASX Recommendation 2.6: A listed entity should have aprogram for inducting new directors and provide appropriateprofessional development opportunities for directors todevelop and maintain the skills and knowledge needed toperform their role as directors effectively.	The Board Charterrequires that allnew directors go through an inductionprocess which includes meeting with key executives, tours of the premises(including site), an induction package and presentations. The BoardCharter also provides for continuing professional education programsandrequires each Director to undertake at least 2 days of professionaldevelopment each year. This reflects the Company's commitment to thecontinuing development of its Directors and executives.	
	PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING
ASX Recommendation 3.1: A listed entity should articulate anddisclose its values.	The company's statement of values arecurrently being developed and willbe finalized and provided to shareholders and stakeholders in the yearended 30 June 2022.	
ASX Recommendation 3.2: A listed entity should:(a)have a code of conduct for its directors, seniorexecutives and employees; and(b)ensure that the board or a committee of the board isinformed of any material breaches of that code.	The Company fostersa governance culture where all employees areexpected not onlytocomply with their legal obligations, but alsotoactethically and responsibly. The Company is committed to integrity and fairdealing in its business affairs and recognises its duty of care to allemployees, clients and stakeholders in this regard.Given the size of the Company's operations,and the number of employeesand officers currently employed by the Company, the Board does notconsider it appropriate to establisha formal code of conduct in respect ofall employeesat this time. However, the Company has established a codeof conduct that applies to Directors and senior executives of the Companyas part of the Board Charter. This code of conduct sets out the principlescovering appropriate conduct and the minimum standard of behaviourexpected from Directors and senior executives.	

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		The Board has also adopted a Securities Trading Policy, which sets out theCompany's policy on trading of the Company's securities by keymanagement personnel.
		Copiesof the Board Charter and the Company's Securities Trading Policyare available in the "Corporate Governance"section of the Company'swebsite atwww.s2resources.com.au.
(a)(b)	ASX Recommendation 3.3: A listed entity should:Have and disclose a whistle blower policy; andEnsure that the board ora committee of the board isinformed of any material incidents reported under thatpolicy.	The Company has a Whistleblower Policy which aims to further theCompany's commitment to maintaining high ethical standards of conductand to encourage the reporting of any instance of suspected unethical,illegal, fraudulent or undesirable conduct which contravenes the Code ofConduct. The Whistleblower Policy also ensures that persons who make areport in good faith can do so without fear of intimidation, disadvantage orreprisal. All material breaches of the Whistleblower Policy are reported tothe Board. A copy of the Company's Whistleblower policy is disclosed onthe Company's website.	
a)b)	ASX Recommendation 3.3: A listed entity should:Have and disclose an anti-bribery and corruptionpolicy; andEnsure that the board or a committee of the board isinformed of any material breaches of that policy.	The Company has an Anti-Bribery and Corruption Policy which providesguidance and sets outthe Company's commitment to conducting itsbusiness ethically and with honesty and integrity, with a "zero-tolerance"approach to bribery and corruption. All material breaches of the AntiBribery and Corruption Policy are reported to the Board. A copy of theCompany's Anti-Bribery and Corruption Policy is disclosed on theCompany's website.	
	PRINCIPLE 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING
(a)	ASX Recommendation 4.1: The board of a listed entity should;have an audit committee which;	The Board has established an Audit and Risk Committee.The purpose of theAudit and Risk Committee is to, among other things, assist the Board in theeffective discharge of its responsibilities for financial and corporate	X

	ASX RECOMMENDATION		COMMENT	COMPLIANCE
	1)has a least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and		reporting and audit matters.Once the size and scale of the Company's activities, and therefore the sizeof the Board, permit, the Audit and Risk Committee will consist of only non
2)		is chaired by an independent director, who is notthe chair of the board,	executive directors, a majority of whom will be independent (as assessed bythe Board in accordance with the Board Charter), in compliance withRecommendation 4.1(a). At present, the Committee will comprise an
		and disclose;	independent non-executive director and one Executive Directorwho is not
	3)	the charter of the committee;	independent.
	4)	the relevant qualifications and experience of themembers of committee; and	The chairman of the Audit and Risk Committee is an independent director(as assessed by the Board in accordance with the Board Charter), who is notthe chair of the Board.
	5)	in relation to each reporting period, the numberof times the committee met throughout theperiod and the individual attendances of themembers at those meetings; or	The Board has adopted a charter with respect to the Audit and RiskCommittee, which sets out the role and responsibilitiesof the audit and RiskCommittee and the authority delegated by the Board to the Audit and RiskCommittee.
(b)	if it does not have an audit committee disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment, andremoval of the external auditor and the rotation of theaudit engagement partner.		The ultimate responsibility for the Company's financial statements rests withthe Board.
			The Board, with the assistance of the Audit and Risk Committee,will reviewthe Company's financial statements and reports, focusing on (among otherthings) any changes in accounting policies and practices, significantadjustments and compliance with accounting policies and standards andlegal requirements.
			The Board has appointed BDO Audit (WA) Pty Ltdas its external auditor. TheBoardCharter requires that the Boardwill annually review the appointmentof the external auditor, itsindependence, the audit fee and any mattersregarding itsresignation or dismissal(with the assistance of the Audit andRisk Committee). The Audit and Risk Committeeisalso responsible for(among other things)meeting with the external auditor at least twice in eachfinancial year, ensuring that no management restrictions are being placedon the external auditor,reviewing the adequacy of accounting and financial

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	controls together with the implementation of any recommendations of theexternal auditor in relation to those, and reviewingthe external auditor'smanagement letter and management's response.
	The Board Charter also sets out the Company's policy in relation to rotationof the audit engagement partner andthe S2 Constitutionsets out theprocess for appointing and removingthe external auditor.
	Copiesof the S2 ConstitutionandBoard Charter are available in the"Corporate Governance"sectionofthe Company'swebsiteatwww.s2resources.com.au.
ASX Recommendation 4.2: The board of a listed entity should,before it approves the entity's financial statements for afinancial period, received from its CEO and CFO a declarationthat, in their opinion, the financial records of the entity havebeen properly maintained and that the financial statementscomply with the appropriate accounting standards and give atrue and fair view of the financial position and performance ofthe entity and that the opinion has been formed on the basis ofa sound system of risk management and internal control whichis operation effectively.	Underthe Board Charter,the Board must receive a declaration from theManaging Director / CEO and CFO of the nature described inRecommendation 4.2 prior to the Board approvingany ofthe Company'sfinancial statements.The Board has receiveddeclarations from the Executive ChairmanandExecutive Directorrespect of itsfinancial statements in respect to allfinancial periodsduring the financial year ended30 June 2020.	
ASX Recommendation 4.3: A listed entity should disclose itsprocess to verify the integrity of any periodic corporate reportit releases to the market that is not audited or reviewed by anexternal auditor.	The Company's external auditor reviews the annual Directors' Report,annual Remuneration Report, and the annual and half yearly FinancialStatements. The balance of periodic corporate reports, including QuarterlyReports, the annual Corporate Governance Statement, and the annualReserves and Resources Statement, are subject to a rigorous internal reviewprocess with individual sign offs by the relevant functional areas.	
	PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

ASX RECOMMENDATION	COMMENT	COMPLIANCE
ASX Recommendation 5.1: A listed entity shouldhave anddisclosea written policy for complying with its continuousdisclosure obligations under the Listing Rule3.1.	The Board recognises that, as a company listed on ASX, the Company isrequired to comply withthe ASX Listing Rules which (among other things)requires a listed entity,subject to certain exceptions,to disclose to ASXimmediately any information concerning it that a reasonable person wouldexpect to have a material effect on the price or value of its securities. TheCompanyis committed to complying with its continuous disclosureobligations, so that investors have equal and timely access to materialinformation concerning the Company.	
	Given the size of the Company and the number of employees currentlyemployed by the Company, the Board does not consider it appropriate toestablish a formal written policy in relation to the Company's continuousdisclosure policies at this time.
	The Company has a clear authority matrix and internal procedure thatensure ASX announcements and any information concerning the Companythat a reasonable person would expect to have a material effect on the priceor value of the entity' securities, are released toASXin compliance with itsASX and Corporations Law obligations.
ASX Recommendation 5.2: A listed entity should ensure that itsboard receives copies of all material market announcementspromptly after they have been made.	The Company makes ASX Announcements available to Directors promptlyafter receiving confirmation from the ASX that an announcement has beenreleased to the market.	
ASX Recommendation 5.3: A listed entity that gives a new andsubstantive investor or analyst presentation should release acopy of the presentation materials on the ASX MarketAnnouncements Platform ahead of the presentation.	The Company releases announcements and presentation materialscontaining new or market sensitive material to the ASX prior to the time ofthe corresponding presentation to analysts, investors or conference.	
	PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS
ASX Recommendation 6.1: A listed entity should provideinformation about itself and its governance to investors via itswebsite.	The Company has a website, that is accessibleat:www.s2resources.com.au.This website contains information about the Company's corporategovernance measures,includinglinks tothe S2 Constitution,Board Charter	

ASX RECOMMENDATION	COMMENT	COMPLIANCE
	and Securities Trading Policy.
	The website also containsfurther information about the Company,including:strategy and projects,compositionand profiles of the Board andsenior executives, annual reports and financial statements, ASXannouncements and notices of meeting.
ASX Recommendation 6.2: A listed entity should have aninvestor relations program that facilitates effective two-waycommunication with investors.	The Board aims to ensure that shareholders are informed of all majordevelopments affecting the Company.	
	TheCompanykeepsinvestorsinformedthroughitswebsite,www.s2resources.com.au, which containsinformation on the Company, theBoard and the corporate governance policies and procedures. Investors willalsobe able toaccess copies of the Company's financial reports, ASXannouncements and notices of meetingon its website.
ASX Recommendation 6.3: A listed entity should disclosehowit facilitatesand encouragesparticipation at meetings ofsecurity holders.	The Company encourages shareholders to attend and ask questions atannual general meetings and general meetings. As set out in the BoardCharter, it is the Company's policy that its external auditor attends theCompany's AGM and is available to answer questions from shareholders inrelation to its audit. The Company continues to review and reassess the needfor a formal shareholder communications strategy.	
ASX Recommendation 6.4: A listed entity should ensure that allsubstantive resolutions at a meeting of security holders aredecided by a poll rather than by a show of hands.	All substantive resolutions are decided by a poll at general meetings of theCompany.	
ASX Recommendation 6.5: A listed entity should give securityholders the option to receive communications from, and sendcommunications to, the entity and its security registryelectronically.	The Company providesinformation through its website to enableshareholders to email the Company,and to receive Companyannouncements by email.	
	The Company's share registry, Computershare Investor Services,also offersservices to shareholders through an online service available on its website.The Computershare contact details are available through the "Share RegistryService" page on the Company website: www.s2resources.com.au/investorregistry.php

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		PRINCIPLE 7: RECOGNISE AND MANAGE RISK
(a)	ASX Recommendation 7.1: The board of a listed entity should:have a committee or committees to oversee risk, eachof which:1)has at least three members, a majority of whomare independent directors; and2)is chaired by an independent director,and disclose:3)the charter of the committee;	TheBoard has established anAudit and Risk Committee.The purpose of the Audit and Risk Committee is to, among other things,assist the Board in the effective discharge of its responsibilities for riskmanagement and compliance.Once the size and scale of the Company's activities, and therefore the sizeof the Board, permit, the Audit and Risk Committee will consist of only nonexecutive directors, a majority of whom will be independent (as assessed bythe Board in accordance with the Board Charter), in compliance withRecommendation 7.1(a).At present, the Committee will comprise a	X
	4)the members of the committee; andas at the end of each reporting period, the5)numberoftimesthecommitteemetthroughout the period and the individualattendances of the members at those meetings;or	independent non-executive director and one Executive Directorwho is notindependent,and is chaired by an independent director.The Board has adopted a charter with respect to the Audit and RiskCommittee, which sets out the roleand responsibilities of the audit and RiskCommittee and the authority delegated by the Board to the Audit and RiskCommittee. The Company is committed to the identification, monitoringand management of risks associated with its business activities.
(a)	if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	Under the Board Charter, the Board, with the assistance of the Audit andRisk Committee,is responsible for overseeing, reviewing and ensuring theintegrity and effectiveness of the Company's risk and compliance systems.The risk management systems coveroperational, financial and compliancerisks.
(a)	ASX Recommendation 7.2: The board or a committee of theboard should:review the entity's risk management framework at leastannually to satisfy itself that it continues to be soundand that the entity is operating with due regard to therisk appetite set by the board; and	Under the Board Charter, the Board, with the assistance of the Audit andRisk Committee,is responsible for reviewing all major strategies andpurchases for their impact on the risks facing the Company.The Company, via the Audit and Risk Committee,undertakes an annualreview of the effectiveness of its risk management framework andoperations to update its risk profile,which normally occurs in conjunction	

	ASX RECOMMENDATION	COMMENT	COMPLIANCE
(b)	disclose, in relation to each reporting period, whethersuch a review has taken place.	with the strategic planning process.The Company conducteda review of its risk management framework duringthe financial year.Copies of the charter of the Audit and RiskCommittee are available in the"Corporate Governance" section of S2's website:www.s2resources.com.au.
(a)(b)	ASX Recommendation 7.3: A listed entity should disclose:if it has an internal audit function, how the function isstructured and what role it performs; orif it does not have an internal audit function, that factand the processes it employs for evaluating andcontinually improving the effectiveness of its riskmanagement and internal control processes.	The Company does not employ an internal audit function at this time, andthe Board considers that this approach is appropriate for a company of S2'ssize and the nature of its operations. The Board has established an Auditand Risk Committee which will assist the Board in reviewing the Company'srequirement for an internal audit function periodically.Under the Board Charter, responsibility for undertaking and assessing riskmanagement and internal control effectiveness is delegated to theExecutiveChair and CEO. The Executive Chair and CEO arerequired to assess riskmanagement and associated internal compliance and control proceduresand reportto the Boardvia the Auditand Risk Committeeon whether anyrisks are being managed ineffectively.	
	ASX Recommendation 7.4: A listed entity should disclosewhether it has any material exposure to economic,environmental and social sustainability risks, and if it does, howit manages or intends to manage those risks	The Board has identified areas of risks that have the potential to havematerial adverse impact on the Company's business, including:•operational;•environmental;•insurance;•litigation;•financial;•treasury and finance; and•compliance.	

ASX RECOMMENDATION	COMMENT		COMPLIANCE
	Area of Risk	Details
	Security oftenure andnecessaryapprovals	There is a risk that the necessary land use approvals(including, in respect of any native title rights andcultural heritage sites)and environmental permits maynot be obtained, granted or renewed, or may beobtained, granted or renewed on terms not satisfactoryto S2, or may be obtained, granted or renewed but notwithin the timeframes anticipated by S2.
	Operatinghistory	S2 does not currently conduct mining productionoperations. There can be no assurance that it can bringany of its other future projects into production oroperate any such project profitably.
		While the Company aims to generate working capitalthrough future mining operations, there is no assurancethat the Company will be capable of producing positivecash flow on a consistent basis or that any such fundswill be available for further exploration anddevelopment programs.
	Future capitalrequirements	There can also be no assurance that the Company willbe able to obtain additional equity financing whenrequired on acceptable terms.
		Although the Company believes that additional capitalcan be obtained, no assurance can be made thatappropriate capital or funding,if and when needed, willbe available on terms acceptable to S2. If S2 is unableto obtain additional financing as needed, it may berequired to reduce, delay or suspend its operations andthis could have a material adverse effect on its activities.
	Reliance on keypersonnel andemployees	Retaining and recruiting personnel is critical to theCompany's success and growth prospects. If S2 cannotretain and attract qualified personnel it could adversely

ASX RECOMMENDATION	COMMENT	COMPLIANCE
	affect S2'scurrent exploration program and its futuregrowth plans.The Audit and Risk Committee established by the Board is responsible foroverseeing and monitoring, by receiving reports from management, theestablishment and maintenance, by management, of processes to ensurethere is a process to identify and manage any material exposure toeconomic, environmental and social sustainability risks.
	PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
ASX Recommendation 8.1: The board of a listed entity should:(a)have a remuneration committee which:1)has at least three members, a majority of whomare independent directors; and2)is chaired by an independent director,and disclose:1)the charter of the committee;2)the members of the committee; and3)as at the end of eachreporting period, thenumberoftimesthecommitteemetthroughout the period and the individualattendances of the members at those meetings;or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting thelevel and composition of remunerationfor directors andsenior executives and ensuring that such remunerationis appropriate and not excessive.	The Board hasestablisheda Remuneration and Nomination Committee.The purpose of the Remuneration and Nomination committee is to assist theBoard by making recommendations in respect of:•the composition, performance and effectiveness of the Board; and•the Company's remuneration policy.Once the size and scale of the Company's activities, and therefore the sizeof the Board, permit, the Remuneration and Nomination Committee willconsist of only non-executive directors, a majority of whom will beindependent (as assessed by the Board in accordance with the BoardCharter), in compliance with Recommendation 8.1.At present, theCommittee will comprise a independent non-executive director and oneExecutive Director who is not independent, andis chaired by an independentdirector.The Board has adopted a charter with respect to the Remuneration andNomination Committee, which sets out the role and responsibilities of theRemuneration and Nomination Committee and the authority delegated bythe Board to the Remuneration and Nomination Committee.Copies of the Board Charter and the Remuneration and NominationCommittee Charter areavailable in the "Corporate Governance"section ofthe Company's website atwww.s2resources.com.au.	X

ASX RECOMMENDATION	COMMENT	COMPLIANCE
ASX Recommendation 8.2: A listed entity should separatelydisclose its policies and practices regarding the remuneration ofnon-executive directors and the remuneration of executivedirectors and other senior executives.	The objective of the Group's non-executive and executive rewardframework is to ensure reward for performance is competitive andappropriate for the results delivered. The framework is designed to alignexecutive reward with achievement of strategic objectives and the creationof value forshareholders, and conforms to market best practice for deliveryof reward. The Board ensures that executive reward satisfies the followingkey criteria for good reward governance practices:	
	(i)competitiveness and reasonableness;
	(ii)aligns shareholdersand executive interests;
	(iii)performance based and aligned to the successful achievement ofstrategic and tactical business objectives; and
	(iv)transparency.
	Mr.Jeff Dowlingis paid a fixed annual cash fee for his servicesto theCompany asNon-Executive Director.
	Executives of the Company(being Executive Directors and other seniorexecutives)typically receive remuneration comprising an appropriatebalance of:
	•fixed remuneration (including a base salary component and other fixedbenefits based on the terms of their employment agreements withtheCompany);and
	•performance-based remuneration (such as the ability to participate inthe Company's long-termincentive plan).
	In addition to cash based remuneration, to preserve the Company's cash,to align with market practices of peer companies and to provide acompetitive total remuneration package, the Board introduced a long-termincentive ("LTI") plan to motivate and reward executives and non-executivedirectors. The LTI is provided as options over ordinary shares of theCompany under the rules of the Employee Share Option Plan and the

ASX RECOMMENDATION	COMMENT	COMPLIANCE
	Directors Option Plan as approved in November 2018.The quantum offered under the LTI is determined by the Remuneration &Nomination Committee using a comparison to a peer group of companiessimilar to S2 Resources Ltd in terms of market capitalisation and sector.Directors can only participate in the LTI if prior shareholder approval isreceived.
	Details of the remuneration of Directors and senior executives areoutlinedin the Company's 2021AnnualReport.
ASX Recommendation 8.3: A listed entity which has an equitybased remuneration scheme should:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic riskof participating in the scheme; and	The Company currently has threeequity-based remuneration schemes; onefor directors, another for employees and another for service providers. Thekey terms of these incentiveplans were provided in the Notice of Meetingfor the 2018 AGM.	
(b)disclose that policy or a summary of it.