S2 RESOURCES LTD — Governance Information 2023

Sep 19, 2023

Corporate Governance Statement

Financial Year ending 30 June 2023

This statement describes the corporate governance practices of S2 Resources Limited (S2 or the Company) as at 19 September 2023.

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 has reviewed its current practices in light of the ASX Corporate Governance Principles and Recommendations 4th Edition (Recommendations) and 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 19 September 2023 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/)

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PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
(a)(b)	ASX Recommendation 1.1: A listed entity should disclose:the respective roles and responsibilities of its boardand management; andthose matters expressly reserved to the board andthose delegated to management.	The Board has adoptedthe Board Charter, whichsets outthe respective functionsand responsibilities of the Board and management.Under the Board Charter, theBoard is responsible for all matters relating to the runningof the Company and,more specifically, all matters relating to the policies, practices, management andoperations of the Company. Those matters that the Board is responsible for(andwhich cannot be delegated to 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 the amountset 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 orother intellectual property rights of the Company;•founding, dissolving or relocating branch offices or other offices, plants andfacilities;•starting new business activities, terminating existing businessactivities orinitiating major changes to the field of the Company's business activities;•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 the Company'sapproval matrix;•granting securities of any type;•granting loans to Company officers or employees and taking over guaranteesfor the Company's officers and employees;•entering into agreements for recurring, voluntary, or additional socialbenefits, superannuation agreements or agreements for general wage andsalary increases;•determining the total amount of bonuses and gratuities for Company officersand employees;•determining the appointment, termination, prolongation of employment or	

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	amendment to conditions of employment of members of the Board; and•granting or revoking a power of attorney or limited authority to sign and/oract on behalf of the Company.
	The detail of some Board functions is handled through Board Committees. As atthe date of this Corporate Governance Statement,the Company had establishedan Audit and Risk Committee and a Remuneration and Nomination Committee.However, the Board as a whole is responsible for determining the extent ofpowers residing in each Board Committee and is ultimately responsible foraccepting, modifying or rejecting Board Committee recommendations.
	The Board has delegated the Executive Chairmantheresponsibilityfor theeffective leadership and day-to-day operations and administration of theCompany.
	The Board Charter sets out further information about the responsibilities of theBoard as a whole, the Chair, the Company Secretary, individual Directors andsenior executives.
	Copies of the Board Charter, the Audit and Risk Committee Charter and theRemunerationandNominationCommitteeCharterareavailableatwww.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 informationin its possession relevant to a decision on whether ornot to elect or re-elect a director.	The Board Charter requires the Boardto undertake appropriate backgroundchecks prior to nominating a candidatefor election or re-electionas a Director.The Remuneration and Nomination Committee is responsible for undertakingthesebackgroundsearches,reviewingtheresultsandprovidingrecommendations to the Board based on the results.All material information relevant to the election or re-election of a director willbeprovided to the Company's shareholders in the form of a Notice of Meeting(and accompanying explanatory memorandum) for anygeneral meeting at whichthe election or re-election of a directoris proposed.	
ASX Recommendation 1.3: A listed entity should have awritten agreement with each director and senior executivesetting out the terms of their appointment.	Under theBoard Charter, the Company must have awritten agreement with eachDirectorand senior executiveof the Company, setting out the terms of theirappointment.	
	As at thedate of this Corporate Governance Statement:

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	•S2's IndependentNon-Executive Director, Jeff Dowling has a letter ofappointment;•S2's Non-Executive Director, Anna Neuling has a letter of appointment; and•S2's Executive Chairman, Mark Bennett has an executive services agreement.The Companydoes not currently employany other senior executiveswhere"senior management" is defined as Directors of the Company and any employeesreporting directly to the Executive Chairman
ASX Recommendation 1.4: The company secretary of alisted entity should be accountable directly to the board,through the chair, on all matters to do with the properfunctioning of the board.	The Company Secretary has primary responsibility for ensuring that the Boardprocesses and procedures run efficiently and effectively. The BoardCharterstates that "The Company Secretary is accountable to the Board, through theChairman, on all governance matters and reports directly to the Chairman as therepresentative 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 diversityin the composition of its board, senior executives andworkforce generally; and(c)disclosein 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:(A)the respective proportionsof men andwomen on the board, in senior executivepositionsandacrossthewholeorganisation (including how the entityhas defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer"under the Workplace Gender Equality	The Company strives to foster a culture that encourages diversity in thecomposition of the Company's Directors, executives and employees. Due to thesize of the Company, and the limited number of executivesand employeesitemploys, the Company has not yet established a formal diversity policyor set anymeasurable objectivesfor achieving gender diversity in accordance withRecommendation1.5 at this time.The Company currently comprises the following percentage of females:•33% of the Board;•40% of senior management (where "senior management" is defined asDirectors of the Company and any employees reporting directly to theExecutive Chairman); and•36% of the Company'stotal workforce.	XNote: TheCompany hasprovided thedisclosure thatcomplies withparagraph(c)(1)

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		Act, the entity's most recent "GenderEquality Indicators", as defined in andpublished under that Act.
ASX Recommendation 1.6: A listed entity should:(a)have and disclose a process for periodically evaluatingthe performanceof the board, its committees andindividual directors; and(b)disclose, in relation to each reporting period, whethera performance evaluationwas undertaken in thereporting period in accordance with that process.			The Board Charter sets outthe process for evaluating the Board, its committeesand individual directors, which involves an annual self-assessment of the ongoingdevelopment and improvement of the Board's (and individual Directors')performance.Formal performance evaluations have taken placein the 2023 financial year.Employees' performances have also been reviewed.A copy of the Board Charter is available in the "Corporate Governance" section of	
ASX Recommendation 1.7:A listed entity should:(a)		have and disclose a process for periodically evaluating	the Company's website at www.s2resources.com.au.The Board Charter sets out the process for evaluating its senior executives'performanceon an annual basis. An informal assessment of progress is carried	
(b)		the performance of its senior executives; anddisclose, in relation to each reporting period, whethera performance evaluation wasundertaken in thereporting period in accordance with that process.	out throughout the year.The Companyhasperformedinformal evaluations in accordance with the processset out in the Board Charter forthis financial year. The informal evaluationprocess wasperformedfor the year ended June 2023.
			A copy of the Board Charter is available in the"Corporate Governance" section ofthe Company's website at www.s2resources.com.au.
			PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
ASX Recommendation 2.1: The board of a listed entityshould:(a)have		a nomination committee which:	The Boardhas established a Remuneration and Nomination Committee. Thepurpose of the Remuneration and Nomination committee is to assist the Boardby making recommendations in respect of:	X
	1)	has at least three members, a majority ofwhom are independent directors; and	•the composition, performance and effectiveness of the Board; and•the Company's remuneration policy.
	2)3)	is chaired by an independent director, anddisclose:the charter of the committee;	The Composition of the Remuneration and Nomination Committee is not asrecommended by this recommendation, however once the size and scale of theCompany's activities, and therefore the size of the Board, permit, theRemuneration and Nomination Committee will consist of only non-executive

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	4)the members of the committee; and5)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at those	directors, a majority of whom will be independent (as assessed by the Board inaccordance with the Board Charter), in compliance with Recommendation2.1(a).At present, the Committee comprises only two members, with only one anindependent non-executive director and the other a non-executiveDirector whois not independent.
(b)	meetings; orif it does not have a nomination committee, disclosethat fact and the processes it employs to address	The chairman of the Remuneration and Nomination Committee is an independentdirector (as assessed by the Board in accordance with the Board Charter), who isnot the chair of the Board.
	board succession issues and to ensure that the boardhas theappropriate balance of skills, knowledge,experience, independence and diversity to enable it todischarge its duties and responsibilities effectively.	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 by theBoard to the Remuneration and Nomination Committee.
		The Board, with the assistance of the Remuneration and Nomination Committee,is responsible for ensuring that the appropriate balance of skills, knowledge,experience, independence and diversity are represented on the Board, inpart byutilising the Board skills matrix(as set out in the Board Charter)as part oftheprocedure for the nomination of persons for election or re-election as Directors.
		The Board will continue to review its framework and practicesin this regard toensure 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 toachieve in its membership.		The Board has adopted a Board Skills Matrix which sets out the skills/experience,capability and knowledge requirements considered appropriate for the Companyat this stage of its operations. Each Director was graded against each skill usingan assessment scale of 0 to 5, with 0 being no competency and 5 being arecognised industry expert competency. A level of 3 or above indicates a 'welldeveloped competency' to participate in Board level decision making.	
		A copy of the Board Skills Matrix has been provided as an annexure to thisCorporate Governance Statement, at Annexure Aand notes the number ofDirectors that have been assessed in each category to a minimum level of 3.
		The Board will continue to review capabilities, technical skills and personalattributes of its directorsand review the Board's composition against thoseattributes and recommend any changes in Board composition that may berequired.

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			Directors are encouraged to undertake continuing education relevant to thedischarge of their obligations as directors of the Company. Reasonable cost ofsuch education is met by the Company.
	ASX Recommendation 2.3: A listed entity should disclose:		As at the date of this Corporate Governance Statement, the Board consists of:
(a)	the names of the directors considered by the board tobe independent directors;	Name	Role	Independent	Date appointed	
(b)	if a director has an interest, position, association orrelationship of the type described in Box 2.3 but the	Jeff Dowling	Non-Executive Director	Yes	May 2015
	board is of the opinion that it does not compromisethe independence of the director, the nature of the	Mark Bennett	Executive Chairman	No	May 2015
	interest, position, associationor relationship inquestion and an explanation of why the board is of	Anna Neuling	Non-Executive Director	No	May 2015
(c)	that opinion; andthe length of service of each director.
ASX Recommendation 2.4: A majority of the board of alisted entity should be independent directors.		•one••one Directorfrom time to time),the Company's circumstances.this, the CompanyDirector must inform the Chair	As set out in the table above, the Board consists of:Independent Non-Executive Directorone Non-Executive Director (Anna Neuling) who was an Executive Director upuntil 31 July 2022 and so cannot be determined to be independent until 31July 2025 as per the ASX guidelines for this recommendation; andwho is an Executive Director (Mark Bennett).Under the Board Charter, the Board's policy is that, at a time when the size of theCompany and its activities warrants such a structure (in the opinion of the Board,the Board will consist of a majority of independent, nonexecutive Directors. Going forward, the Company willthe Board periodically to ensure its size and composition remains appropriate toIn addition, the Board Charter states that each Director is expected to exerciseconsidered and independent judgment on all matters before them. To assist withprovideseach Director withadvice on such matters. Prior to seeking independent professional advice, asought, the reason for the advice the terms of	(Jeff Dowling)	review the composition ofaccess to independent professionalabout the nature of the opinion or informationreference of the advice and the	X

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	estimated cost. Board approval must be sought if costs are likely to exceed$10,000.
ASX Recommendation 2.5: The chair of the board of alisted entity should be an independent director and, inparticular, should not be the same person as the CEO of theentity.	The role of Chairmanis performed by Mark Bennett who is an Executive Directorand therefore not independent. The Company does not have an appointed CEO,with the CEO responsibilities performed by Mark Bennett.	X
ASX Recommendation 2.6: A listed entity should have aprogram for inducting new directors and provideappropriate professional development opportunities fordirectors to develop and maintain the skills and knowledgeneeded to perform their role as directors effectively.	The Board Charterrequires that allnew directors go through an induction processwhich includes meeting with key executives, tours of the premises(including site),an induction package and presentations. The Board Charter also provides forcontinuing professional education programsand requires each Director toundertake at least 2 days of professional development each year. This reflectsthe Company's commitment to the continuing development of its Directors andexecutives.	
	PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING
ASX Recommendation 3.1: A listed entity should articulateand disclose its values.	The Companycurrently does not have a statement of values, but intends todevelop a vision and statement of values at a time where the size of the Companyand its activities is appropriate to develop a vision and values.	X
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 fosters a governance culture where all employees are expected notonlytocomply with their legal obligations, but alsotoact ethically andresponsibly. The Company is committed to integrity and fair dealing in itsbusiness affairs and recognises its duty of care to all employees, clients andstakeholders in this regard.	X
	Given the size of the Company's operations,and the number of employees andofficers currently employed by the Company, the Board does not consider itappropriate to establisha formal code of conduct in respect ofall employeesatthis time. However, the Company has establisheda code of conduct that appliesto Directors and senior executives of the Companyas part of the Board Charter.This code of conduct sets out the principles covering appropriate conduct and the

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		minimum standard of behaviour expected from Directors and senior executives.
		The Board has also adopted a Securities Trading Policy, which sets out theCompany's policy on trading of the Company's securities by key managementpersonnel.
		Copiesof the Board Charter and the Company's Securities Trading Policy areavailable in the "Corporate Governance" section of the Company's website atwww.s2resources.com.au.
ASX Recommendation 3.3: A listed entity should:(a)Have and disclose a whistle blower policy; and(b)Ensure that theboard or a committee of the board isinformed of any material incidents reported underthat policy.		The Company has a Whistleblower Policy which aims to further the Company'scommitment to maintaining high ethical standards of conduct and to encouragethe reporting of any instance of suspected unethical, illegal, fraudulent orundesirable conduct which contravenes the Code of Conduct. The WhistleblowerPolicy also ensures that persons who make a report in good faith can do sowithout fear of intimidation, disadvantage or reprisal. All material breaches of theWhistleblower Policy are reported to the Board. A copy of the Company'sWhistleblower policy is disclosed on the Company's website.	
ASX Recommendation 3.4: A listed entity should:a)Have and disclose an anti-bribery and corruptionpolicy; andb)Ensure 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 provides guidanceand sets outthe Company's commitment to conducting its business ethicallyand with honesty and integrity, with a "zero-tolerance" approach to bribery andcorruption. All material breaches of the Anti-Bribery and Corruption Policy arereported to the Board. A copy of the Company's Anti-Bribery and CorruptionPolicy is disclosed on the Company's website.	
		PRINCIPLE 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING
ASX Recommendation 4.1: The board of a listed entityshould;(a)have an audit committee which;		The Board has established an Audit and Risk Committee. The purpose of the Auditand Risk Committee is to, among other things, assist the Board in the effectivedischarge of its responsibilities for financial and corporate reporting and auditmatters.	X
	1)has a least three members, all of whom arenon-executive directors and a majority ofwhom are independent directors; and	The Composition of the Audit and Risk Committee is not as recommended by thisrecommendation, however once the size and scale of the Company's activities,and therefore the size of the Board, permit, the Audit and Risk Committee will
	2)is chaired by an independent director, who is	consist of only non-executive directors, a majority of whom will be independent

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	not the chair of the board,and disclose;		(as assessed by the Board in accordance with the Board Charter), in compliancewith Recommendation 4.1(a). At present, the Committee will comprise an
	3)	the charter of the committee;	independent non-executive director and one non-Executive Directorwho is notindependent.
	4)	the relevant qualifications and experience ofthe members of committee; and	The chairman of the Audit and Risk Committee is an independent director (asassessed by the Board in accordance with the Board Charter), who is not the chair
	5)	in relation to each reporting period, thenumberoftimesthecommitteemetthroughout the period and the individualattendances of the members at those	of the Board.The Board has adopted a charter with respect to the Audit and Risk Committee,which sets out the role and responsibilitiesof the audit and Risk Committee andthe authority delegated by the Board to the Audit and Risk Committee.
(b)		meetings; orif it does not have an audit committee disclose that	The ultimate responsibility for the Company's financial statements rests with theBoard.
	fact 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.	The Board, with the assistance of the Audit and Risk Committee,will review theCompany's financial statements and reports, focusing on (among other things)any changes in accounting policies and practices, significant adjustments andcompliance with accounting policies and standards and legal requirements.
			The Board has appointed BDO Audit (WA) Pty Ltdas its external auditor. TheBoardCharter requires that the Boardannually reviews the appointment of theexternal auditor, itsindependence, the audit fee and any matters regarding itsresignation or dismissal(with the assistance of the Audit and Risk Committee).The Audit and Risk Committeeisalso responsible for(among other things)meeting with the external auditor at leasttwice in each financial year, ensuringthat no management restrictions are being placed on the external auditor,reviewing the adequacy of accounting and financial controls together with theimplementation of any recommendations of the external auditor inrelation tothose, and reviewingthe external auditor's management letter andmanagement's response.
			The Board Charter also sets out the Company's policy in relation to rotation of theaudit engagement partner and the S2 Constitutionsets out the process forappointing and removingthe external auditor.
			Copiesof the S2 ConstitutionandBoard Charter are available in the "CorporateGovernance" section of the Company's website atwww.s2resources.com.au.

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ASX Recommendation 4.2: The board of a listed entityshould, before it approves the entity's financial statementsfor a financial period, received from its CEO and CFO adeclaration that, in their opinion, the financial records of theentity have been properly maintained and that the financialstatements comply with the appropriate accountingstandards and give a true and fair view of the financialposition and performance of the entity and that the opinionhas been formed on the basis of a sound system of riskmanagement and internal control which is operationeffectively.	Under the Board Charter, the Board must receive a declaration from theManaging Director / CEO and CFO of the nature described in Recommendation4.2 prior to the Board approvingany ofthe Company's financial statements.The Board has receiveddeclarations from the Executive ChairmanandExecutiveDirectorrespect of itsfinancial statements in respect to all financial periods duringthe financial year ended30 June 2023.	
ASX Recommendation 4.3: A listed entity should disclose itsprocess to verify the integrity of any periodic corporatereport it releases to the market that is not audited orreviewed by an external auditor.	The Company's external auditor reviews the annualDirectors' Report, annualRemuneration Report, and the annual and half yearly Financial Statements. Thebalance of periodic corporate reports, including Quarterly Reports, the annualCorporate Governance Statement, and the annual Reserves and ResourcesStatement, are subject to a rigorous internal review process with individual signoffs by the relevant functional areas.	
	PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
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 is requiredto comply withthe ASX Listing Rules which (among other things) requires alistedentity, subject to certain exceptions, to disclose to ASX immediately anyinformation concerning it that a reasonable person would expect to have amaterial effect on the price or value of its securities. The Company is committedto complying withits continuous disclosure obligations, so that investors haveequal and timely access to material information concerning the Company.	X
	Given the size of the Company and the number of employees currently employedby the Company, the Board does not consider it appropriate to establish a formalwritten policy in relation to the Company's continuous disclosure policies at thistime.
	The Company has a clear authority matrix and internal procedure that ensure ASXannouncements and any information concerning the Companythat a reasonable

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	person would expect to have a material effect on the price or value of the entity'securities, are released toASXin compliance with its ASX and Corporations Lawobligations.
ASX Recommendation 5.2: A listed entity should ensure thatits board receives copies of all material marketannouncements promptly after they have been made.	The Company automatically sends all ASX Announcements to Directors uponrelease to the market.	
ASX Recommendation 5.3: A listed entity that gives a newand substantive investor or analyst presentation shouldrelease a copy of the presentation materials on the ASXMarket Announcements Platform ahead of the presentation.	The Company releases announcements and presentation materials containingnew or market sensitive material to the ASX prior to the time of thecorresponding 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 viaits website.	The Company has a websitethat is accessibleat: www.s2resources.com.au. Thiswebsite contains information about the Company's corporate governancemeasures, includinglinks tothe S2 Constitution, Board Charterand SecuritiesTrading Policy.	
	The website also containsfurther information about the Company, including:strategy and projects, compositionand profiles of the Board and seniorexecutives, annual reports and financial statements, ASX announcements andnotices of meeting.
ASX Recommendation 6.2: A listed entity should have aninvestor relations program that facilitates effective two-way	The Board aims to ensure that shareholders are informed of all majordevelopments affecting the Company.	
communication with investors.	TheCompanykeepsinvestorsinformedthroughitswebsite,www.s2resources.com.au, which contains information on the Company, theBoard and the corporate governance policies and procedures. Investors will alsobe able toaccess copies of the Company's financial reports, ASX announcementsand notices of meetingonits website.
	The Company and the Board actively engages with shareholders atannual generalmeetings and general meetings, in addition to responding to any ad-hoc enquiriesthey may make from time to time.

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The Company encourages shareholders to attend and ask questions at annualgeneral meetings and general meetings. As set out in the Board Charter, it is theCompany's policy that its external auditor attends the Company's AGM and isavailable to answer questions from shareholders in relation to its audit. TheCompany continues to review and reassess the need for a formal shareholdercommunications strategy.	
All substantive resolutions are decided by a poll at general meetings of theCompany.	
The Company providesinformation through its website to enable shareholders toemail the Company, and to receive Company announcements by email. TheCompany's share registry, Computershare Investor Services,also offers servicesto shareholders through an online service available on its website. TheComputershare contact details are available through the "Share Registry Service"page on the Company website: www.s2resources.com.au/investor-registry.php	
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
The Board has established an Audit and Risk Committee.The purpose of the Audit and Risk Committee is to, among other things, assist theBoard in the effective discharge of its responsibilities for risk management andcompliance.The Composition of the Audit and Risk Committee is not as recommended by thisrecommendation, however once the size and scale of the Company's activities,and therefore the size of the Board, permit, the Audit and Risk Committee willconsist of only non-executive directors, a majority of whom will be independent(as assessed by the Board in accordance with the Board Charter), in compliancewith Recommendation 7.1(a). At present, the Committee will comprise anindependent non-executive director and one non-executive director who is notindependent.The chairman of the Audit and Risk Committee is an independent director (as	X

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	attendances of the members at thosemeetings; or	assessed by the Board in accordance with the Board Charter), who is not the chairof the Board.
(a)if it does not have a risk committee or committeesthat satisfy (a) above, disclose that fact and theprocesses it employs for overseeing the entity's riskmanagement framework.		The Board has adopted a charter with respect to the Audit and Risk Committee,which sets out the role and responsibilities of the audit and Risk Committee andthe authority delegated by the Board to the Audit and Risk Committee. TheCompany is committed to the identification, monitoring and management of risksassociated with its business activities.
		Under the Board Charter, the Board, with the assistance of the Audit and RiskCommittee,is responsible for overseeing, reviewing and ensuring the integrityand effectiveness of the Company's risk and compliance systems. The riskmanagement systems coveroperational, financial and compliance risks.
ASX Recommendation 7.2: The board or a committee ofthe board should:		Under the Board Charter, the Board, with the assistance of the Audit and RiskCommittee,is responsible for reviewing all major strategies and purchases for	
(a)(b)	review the entity's risk management framework atleast annually to satisfy itself that it continues to besoundand that the entity is operating with due regardto the risk appetite set by the board; anddisclose, in relation to each reporting period, whether	their impact on the risks facing the Company.The Company, via the Audit and Risk Committee,undertakes an annual review ofthe effectiveness of its risk management framework and operations to update itsrisk profile,which normally occurs in conjunction with the strategic planningprocess.
	such a review has taken place.	The Company conducteda review of its risk management framework during thefinancial year.
		Copies of the charter of the Audit and Risk Committee are available in the"Corporate Governance" section of S2's website: www.s2resources.com.au.
	ASX Recommendation 7.3: A listed entity should disclose:	The Company does not employ an internal audit function at this time, andthe
(a)	if it has an internal audit function, how the function isstructured and what role it performs; or	Board considers that this approach is appropriate for a company of S2's size andthe nature of its operations. The Board has established an Audit and Risk	
(b)	if it does not have an internal audit function, that factand the processes it employs for evaluating and	Committee which will assist the Board in reviewing the Company's requirementfor an internal audit function periodically.
	continually improving the effectiveness of its riskmanagement and internal control processes.	Under the Board Charter, responsibility for undertaking and assessing riskmanagement and internal control effectiveness is delegated to theExecutiveChair and management. The Executive Chair and managementarerequired toassess risk management and associated internal compliance and control

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	procedures and reportto the Boardvia the Auditand Risk Committeeon whetherany risks 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,how it manages or intends to manage those risks	Areaof RiskSecurity oftenure andnecessaryapprovalsOperatinghistory	The Board has identified areas of risks that have the potential to have materialadverse impact on the Company's business, including operational, environmental,insurance, litigation, financial, treasury and finance; andcompliance.DetailsThere is a risk that the necessary land use approvals(including, in respect of any native title rights and culturalheritage sites)and environmental permits may not beobtained, granted or renewed, or may be obtained, grantedor renewed on terms not satisfactory to S2, or may beobtained, granted or renewed but notwithin the timeframesanticipated by S2.S2 does not currently conduct mining production operations.There can be no assurance that it can bring any of its otherfuture projects into production or operate any such projectprofitably.While the Company aims to generate working capital throughfuture mining operations, there is no assurance that theCompany will be capable of producing positive cash flow on aconsistent basis or that any such funds will be available forfurther exploration and development programs.	
	Future capitalrequirementsReliance on keypersonnel andemployees	There can also be no assurance that the Company will be ableto obtain additional equity financing when required onacceptable terms.Although the Company believes that additional capital can beobtained, no assurance can be made that appropriate capitalor funding, ifand when needed, will be available on termsacceptable to S2. If S2 is unable to obtain additional financingas needed, it may be required to reduce, delay or suspend itsoperations and this could have a material adverse effect on itsactivities.Retaining and recruiting personnel is critical to the Company'ssuccess and growth prospects. If S2 cannot retain and attractqualified personnel it could adversely affect S2's currentexploration program and its future growth plans.

ASX RECOMMENDATION	COMMENT	COMPLIANCE
	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 ensure there isa process to identify and manage anymaterial exposure to economic,environmental and social sustainability risks.
	PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
ASX Recommendation 8.1: The board of a listed entityshould:(a)have a remuneration committee which:1)has at least three members, a majority ofwhom are 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a remuneration committee,disclose that fact and the processes it employs forsetting thelevel and composition of remuneration fordirectors and senior executives and ensuring that suchremuneration is appropriate and not excessive.	The Board hasestablisheda Remuneration and Nomination Committee.Thepurpose of the Remuneration and Nomination committee is to assist the Boardby making recommendations in respect of:•the composition, performance and effectiveness of the Board; and•the Company's remuneration policy.The Composition of the Remuneration and Nomination Committee is not asrecommended by this recommendation, however once the size and scale of theCompany's activities, and therefore the size of the Board, permit, theRemuneration and Nomination Committee will consist of only non-executivedirectors, a majority of whom will beindependent (as assessed by the Board inaccordance with the Board Charter), in compliance with Recommendation 8.1. Atpresent, the Committee will comprise an independent non-executive director andone non-executive director who is not independent.The chairman of the Remuneration and Nomination Committee is an independentdirector (as assessed by the Board in accordance with the Board Charter), who isnot the chair of the Board.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 by theBoard to the Remuneration and Nomination Committee.Copies of the Board Charter and the Remuneration and Nomination CommitteeCharter areavailable in the "Corporate Governance" section of the Company'swebsite atwww.s2resources.com.au.	X

ASX RECOMMENDATION	COMMENT	COMPLIANCE
ASX Recommendation 8.2: A listed entity should separatelydiscloseitspoliciesandpracticesregardingtheremunerationofnon-executivedirectorsandtheremuneration of executive directors and other seniorexecutives.	The objective of the Group's non-executive and executive reward framework is toensure reward for performance is competitive and appropriate for the resultsdelivered. The framework is designed to align executive reward with achievementof strategic objectives and the creation of value for shareholders, and conformsto market best practice for delivery of reward. TheBoard ensures that executivereward satisfies the following key criteria for good reward governance practices:(i)competitiveness and reasonableness;(ii)aligns shareholders and executive interests;(iii)performance based and aligned to the successful achievement of strategicand tactical business objectives; and(iv)transparency.	
	Both non-executive directors are paid a fixed annual cash fee for their services tothe Company asNon-Executive Directors.
	Executives (being Executive Directors and other senior executives)typicallyreceive remuneration comprising an appropriate balance 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 in theCompany's long-termincentive plan).
	In addition to cash based remuneration, to preserve the Company's cash, to alignwith market practices of peer companies and to provide a competitive totalremuneration package, the Board introduced a long-term incentive ("LTI") plan tomotivate and reward executives and non-executive directors. The LTI is providedas options over ordinary shares of the Companyto employees pursuant to therules of the Employee Share Option Plan as approved in November 2022.
	The quantum offered under the LTI is determined by the Remuneration &Nomination Committee using a comparison to a peer group of companies similarto S2 Resources Ltd in terms of market capitalisationand sector. Directors canonly participate in the LTI if prior shareholder approval is received.
	Details of the remuneration of Directors and senior executives areoutlined in theCompany's 2023 AnnualReport.

ASX RECOMMENDATION	COMMENT	COMPLIANCE
ASX Recommendation 8.3: A listed entity which has anequity-based remuneration scheme should:(a)have a policy on whether participants are permittedto enter into transactions (whether through the use ofderivatives or otherwise) which limit the economicrisk of participating in the scheme; and(b)disclose that policy or a summary of it.	The Company currently has an equity-based remuneration scheme, pursuant tothe Employee Incentive Plan (Plan), as approved by shareholders at the 2022Annual General Meeting. A copy of the Plan document was provided as part ofthe Notice of Meeting for the 2022 AGM.	

Appendix A – S2 Resources Ltd Board Skills Matrix

The following table of skills and experience has been identified by the Board as the key skills and other attributes of Board members which are believed to be required for robust decision-making and the effective governance of the Company.

The table is reviewed and updated periodically to ensure that it covers the attributes needed to address existing and emerging business and governance issues relevant to the Company. Each Director was graded according to their experience, capability and knowledge in respect of each identified skill using an assessment scale of 0 to 5, with 0 being no competency and 5 being a recognised industry expert competency.

Item	Skill, Expertise, Experience, Capability and Knowledge	Directors with acompetency levelof 3 or above
Leadership and PeopleManagement	Significant Board and/or Executive experience in a publicly listed company or large organisation, with aproven track record of effective leadership and management of multi-disciplined teams.	3
Strategic Planning,Business Developmentand Commercial	Formulating, assessing and executing strategic vision, objectives, business models and relevant financialmetrics. Knowledge of industry competitive landscape, key risks, capability requirements and strategicplanning processes.	3
Corporate Transactions	Planning and execution of equity or debt capital raisings, mergers, acquisitions, joint ventures, demergers and takeover defence.	3
Financial	Evaluating financial statements, understanding key financial drivers of a business, corporate finance(including debt and equity capital markets) and assessment of financial risks and controls.	3
Governance andCompliance	Formulating, implementing and overseeing of organisation-wide governance and compliance systems,processes, policies and frameworks. Knowledge of governance issues, including the legal, complianceand regulatory environment applicable to publicly listed entities.	3
People, Culture andRemuneration	Establishing and overseeing organisation-wide capabilities, remuneration frameworks, performanceassessment, people management and company culture, mindsets and behaviours.	3
Investor Relations	Drafting and delivery of public announcements, other shareholder communications, market research /analysis and presentations at industry events / conferences.	2

A level of 3 or above indicates a 'well developed competency' to participate in Board level decision making.

Risk Management	Formulating risk management frameworks and controls, setting appropriate risk appetite, identifyingand providing oversight of key business risks (both financial and nonfinancial).	3
Health and Safety	Formulating and implementing health and safety management systems, risk identification andmitigation processes, performance monitoring and governance.
Sustainability andEnvironment	Formulating and managing environment and sustainability policies, standards, practices andimplementation of environmental impact mitigations for mining projects.	1
Community andGovernment Relations	Formulatingand implementing stakeholder engagement and management strategies. Local, State andFederal Government and regulatory management.	2
Geology andExploration Targeting	Base, precious and rare metal mineral systems, geology and targeting. Design, planning and executionof mineral exploration programs.	1
Exploration andResources Definition	Base, precious and rare metal geology, resource and reserve measurement and classifications. Design,planning and execution of resource definition drilling programs and related activities.	1
Metallurgy and MineralProcessing	Base, precious and rare metal mineralogy, metallurgy and marketing. Design, testing and optimisationof metallurgical flowsheet, processing facility and offtake.	1
Project Studies andEngineering	Formulation and execution of mining scoping and feasibility studies to define and assess project scope,economic potential, financing options and risk factors.	1

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

S2 Resources Ltd
ABN/ARBNFinancial year ended:
18 606 128 0690			30 June 2023
	Our corporate governance statement1 for the period above can be found at:2
☐	These pages of ourannual report:
☒	This URL on ourwebsite:	http://www.s2resources.com.au/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 19 September 2023 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date:	20 September 2023
Name of authorised officerauthorising lodgement:	Andrea Betti

See notes 4 and 5 below for further instructions on how to complete this form.

1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	☒and we have disclosed a copy of our board charterat:http://www.s2resources.com.au/corporate-governance	☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis therefore not applicable
1.2	A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board.	☒	☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").

5 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.5	A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P / ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period.	☐and we have disclosed a copy of our diversity policy at:……………………………………………………………………………[insert location]and we have disclosed the information referred to in paragraph (c)at:……………………………………………………………………………[insert location]and if we were included in the S&P / ASX 300 Index at thecommencement of the reporting period our measurable objective forachieving gender diversity in the composition of its board of not lessthan 30% of its directors of each gender within a specified period.	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating theperformanceof the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:http://www.s2resources.com.au/corporate-governanceand whether a performance evaluation was undertaken for thereporting period in accordance with that process at:http://www.s2resources.com.au/corporate-governance	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.7	A listed entity should:(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and(b)disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:http://www.s2resources.com.au/corporate-governanceand whether a performance evaluation was undertaken for thereporting period in accordance with that process at:http://www.s2resources.com.au/corporate-governance	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession 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.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:http://www.s2resources.com.au/corporate-governanceand the information referred to in paragraphs (4) and (5) at:http://www.s2resources.com.au/corporate-governance[If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a nominationcommittee and the processes we employ to address boardsuccession issues and to ensure that theboard has the appropriatebalance of skills, knowledge, experience, independence anddiversity to enable it to discharge its duties and responsibilitieseffectively at:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currentlyhas or islooking to achieve in its membership.	☒and we have disclosed our boardskills matrix at:http://www.s2resources.com.au/corporate-governance	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
2.3	A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director.	☒and we have disclosed the names of the directors considered by theboard to be independentdirectors at:http://www.s2resources.com.au/corporate-governanceand, where applicable, the information referred to in paragraph (b)at:http://www.s2resources.com.au/corporate-governanceand the length of service of each director at:http://www.s2resources.com.au/corporate-governance	☐set outin our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independentdirectors.	☐	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.5	The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity.	☐	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 3 – INSTIL A CULTUREOF ACTING LAWFULLY,	ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☐and we have disclosed our values at:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement
3.2	A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives and employees; and(b)ensure that the boardor a committee of the boardisinformed ofany material breachesofthat code.	☐and we have disclosed our codeof conduct at:	☒set outin our Corporate Governance Statement
3.3	A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board isinformed of any material incidents reported under thatpolicy.	☒and we have disclosed our whistleblower policy at:http://www.s2resources.com.au/corporate-governance	☐set outin our Corporate Governance Statement
3.4	A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy.	☒and we have disclosed our anti-bribery and corruption policy at:http://www.s2resources.com.au/corporate-governance	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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 and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity ofits corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complieswith paragraph (b):]and we have disclosed the fact that we do not have an auditcommitteeand the processes we employ that independently verifyand safeguard the integrity of our corporate reporting, including theprocesses for the appointment and removal of the external auditorand the rotation of the audit engagementpartner at:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively.	☒	☐set outin our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor.	☒	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 5 – MAKETIMELY AND BALANCEDDISCLOSURE
5.1	A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1.	☐and we have disclosed our continuous disclosure compliance policyat:http://www.s2resources.com.au/corporate-governance	☒set outin our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	☒	☐set outin our Corporate Governance Statement
5.3	A listed entity that gives a newand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	☒	☐set outin our Corporate Governance Statement
	PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	☒and we have disclosed information about us and our governance onour website at:http://www.s2resources.com.au/corporate-governance	☐set outin our Corporate Governance Statement
6.2	A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	☒	☐set outin our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encouragesparticipation at meetings of security holders.	☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersat:http://www.s2resources.com.au/corporate-governance	☐set outin our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands.	☒	☐set outin our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	☒	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	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 ofwhich:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)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.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies withparagraph (b):]andwe have disclosedthe fact that we do not have a risk committeeor committees that satisfy (a) and the processes we employ foroverseeing our risk management framework at:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place.	☒andwe have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodat:http://www.s2resources.com.au/corporate-governance	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes.	☒[If the entity complies with paragraph (a):]and we have disclosed how our internal audit function is structuredand what role it performsat:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes at:http://www.s2resources.com.au/corporate-governance	☐set outin our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks.	☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:http://www.s2resources.com.au/corporate-governanceand, if we do, how we manage or intend to manage those risks at:……………………………………………………………………………[insert location]	☐set outin our Corporate GovernanceStatement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committeeat:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5)at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a remunerationcommittee and the processes we employ for setting the level andcomposition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive:……………………………………………………………………………[insert location]	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
8.28.3	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.A listed entity which has an equity-based remuneration scheme	☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration ofnon-executive directors andthe remuneration of executive directors and other senior executivesat:http://www.s2resources.com.au/corporate-governance☒	☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable☐set outin our Corporate Governance Statement OR
	should:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	and we have disclosed our policy on thisissue or a summary of it at:http://www.s2resources.com.au/corporate-governance	☐we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents.	☐and we have disclosed information about the processes in place at:………………………………………………………………………[insert location]	☐set outin our Corporate Governance StatementOR☒we do not have a director in this position and thisrecommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
9.2	A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime.	☐	☐set outin our Corporate Governance Statement OR☒we are established in Australia and this recommendation istherefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
9.3	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.	☐	☐set outin our Corporate Governance Statement OR☒we are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicable☐we are an externally managed entity that does not holdanAGM and this recommendation is therefore not applicable
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externally managedlisted entities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;and(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements.	☐and we have disclosed the information referred to in paragraphs (a)and (b) at:……………………………………………………………………………[insert location]	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
-Alternative to Recommendations8.1, 8.2 and 8.3 for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager.	☐and we have disclosed the terms governingour remuneration asmanager of the entity at:……………………………………………………………………………[insert location]	☐set outin our Corporate Governance Statement