SABRE RESOURCES LIMITED — Governance Information 2021

Oct 28, 2021

SABRE RESOURCES LIMITED ACN 003 043 570 (Company)

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDING 30 JUNE 2021

This Corporate Governance Statement is current as at 28 October 2021 and has been approved by the Board of the Company on that date.

The Company's Board is committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporation's Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4th Edition (Recommendations). The Recommendations are not mandatory, however where a Recommendation has not been followed that fact is disclosed together with the reasons for the departure.

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

For more information on the corporate governance policies adopted by the Company please refer to the corporate governance section of our website: https://www.sabresources.com/governance.php

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
	Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1A listed entity should have and disclose a board(a)charter which sets out the respective roles andresponsibilities oftheBoard,theChairandmanagement, and includes a description of thosematters expressly reserved to the Board and thosedelegated to management.	YES	The board charter details the functions and responsibilities of theBoard and management, including matters reserved for theBoard, and is included in the corporate governance section onthe Company's website.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 1.2A listed entity should:undertake appropriate checks before appointing a(b)director or senior executive or putting someoneforward for election as a Director; andprovide security holders with all material information(c)in its possession relevant to a decision on whether ornot to elect or re-elect a Director.	YES	TheCompanyundertakesappropriatechecksbeforeappointing a person or putting forward to shareholders acandidate for election or re-election as a Director and providesshareholders with all material information in its possessionrelevant to a decision on whether to elect or re-elect a Director.
Recommendation 1.3A listed entity should have a written agreement with eachDirector and senior executive setting out the terms of theirappointment.	YES	The Company has set out the terms of appointment in writingwith each Director and senior executive.
Recommendation 1.4The Company Secretary of a listed entity should beaccountable directly to the Board, through the Chair, onall matters to do with the proper functioning of the Board.	YES	The Company Secretary is accountable directly to the Board,through the Chair, as to the proper functioning of the Board.
Recommendation 1.5A listed entity should:have and disclose a diversity policy;(a)through its board or a committee of the board set(b)measurable objectives for achieving gender diversityin the composition of its board, senior executives andworkforce generally; anddisclose in relation to each reporting period:(c)	PARTIALLY	The Company has adopted a Diversity Policy which(a)provides a framework for the Company to establish,achieve and measure diversity objectives, including inrespect of gender diversity. The Diversity Policy is availableon the Company's website.The Diversity Policy allows the Board to set measurable(b)gender diversity objectives if considered appropriate, andto continually monitor both the objectives if any havebeen set and the Company's progress in achieving them.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
the measurable objectives set for that period to(i)achieve gender diversity;the entity's progress towards achieving those(ii)objectives; andeither:(iii)the respective proportions of men and women(A)on the Board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); orif the entity is a "relevant employer" under the(B)Workplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in the Workplace Gender Equality Act.If the entity was in the S&P / ASX 300 Index at thecommencement of the reporting period, the measurableobjective for achieving gender diversity in the composition ofits board should be to have not less than 30% of its directorsof each gender within a specified period.		The Board did not set measurable gender diversity(c)objectives for the past financial year because it did notconsider this to be appropriate due to its size and stageof development.The Company is not in the S&P/ASX 300 Index at thecommencement of the reporting period.
Recommendation 1.6A listed entity should:have and disclose a process for periodically(a)evaluating the performance of the Board, itscommittees and individual Directors; anddisclose for each reporting period whether a(b)performance evaluation has been undertaken inaccordance with that process during or in respect ofthat period.	YES	TheCompany'sprocessesforevaluatingthe(a)performance of the Board and its Directors are disclosedon the corporate governance section of the Company'swebsite.The Company has not completed a formal performance(b)evaluation in respect of the Board and individual Directorsin the past financial year.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 1.7A listed entity should:have and disclose a process for evaluating the(a)performance of its senior executives at least onceevery reporting period; anddisclose for each reporting period whether a(b)performance evaluation has been undertaken inaccordance with that process during or in respect ofthat period.	YES	The Company's processes for evaluating the performance(a)of senior executives are disclosed on the corporategovernance section of the Company's website.Staff performance reviews were undertaken during the(b)past financial year.
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1The Board of a listed entity should:have a nomination committee which:(a)has at least three members, a majority of(i)whom are independent Directors; andis chaired by an independent(ii)Director, and disclose:the charter of the committee;(iii)the members of the committee; and(iv)as at the end of each reporting period, the(v)number oftimesthecommitteemetthroughout the period and the individualattendances of the members at thosemeetings; orif it does not have a nomination committee, disclose(b)that fact and the processes it employs to addressBoard succession issues and to ensure that the Boardhas the appropriate balance of skills, knowledge,experience, independence and diversity to enable itto discharge its duties and responsibilities effectively.	PARTIALLYComplies with2.1(b)	The Company has a small Board consisting of three Directors.The Board considers it desirable to use the full complement ofknowledge, expertise and experience of all its Directors inmaking decisions and performing the functions usuallyassociated with a Nomination Committee.The Company's processes pertaining to board succession, skills,knowledge, experience, independence and diversity areoutined in the corporate governance section of its website.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 2.2A listed entity should have and disclose a Board skills matrixsetting out the mix of skills that the Board currently has or islooking to achieve in its membership.	NO	Given its size and nature, the Company presently does not haveor disclose a board skills matrix. It will consider developing anddisclosing a board skills matrix as the Company's operationsgrow.
Recommendation 2.3A listed entity should disclose:the names of the Directors considered by the Board(a)to be independent Directors;if a Director has an interest, position or relationship of(b)the type described in Box 2.3 of the ASX CorporateGovernance Principles and Recommendations (4thEdition), but the Board is of the opinion that it doesnot compromise the independence of the Director,the nature of the interest, position or relationship inquestion and an explanation of why the Board is ofthat opinion; andthe length of service of each Director(c)	YES	The three current Directors are considered independent. TheCompany has disclosed the names of its Directors, their position,relevant interests or associations and their length of service inthe Company's 2021 Annual Financial Report.
Recommendation 2.4A majority of the Board of a listed entity should beindependent Directors.	YES	The three current directors are considered to be independent.
Recommendation 2.5The Chair of the Board of a listed entity should be anindependent Director and, in particular, should not be thesame person as the CEO of the entity.	YES	The Chairperson is independent and is not the same person asthe Company's CEO.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 2.6A listed entity should have a program for inducting newDirectors and for periodically reviewing whether there is aneed for existing directors to undertake professionaldevelopment to maintain the skills and knowledge neededto perform their role as Directors effectively.	YES	An induction program will be provided to any new directors ifand when a new director is appointed. Professionaldevelopment opportunities are provided to the Directors as andwhen needed.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1A listed entity should articulate and disclose its values.	YES	The Company and its subsidiary companies are(a)committed to conducting all of its business activities fairly.honestly with a high level of integrity, and in compliancewith all applicable laws, rules and regulations. The Board,management and employees are dedicated to highethical standards and recognise and support theCompany's commitment to compliance with thesestandards.The Company's values are set out in its Code of Conduct(b)and are available on the Company's website. Allemployees (if any) are given appropriate training on theCompany's values and senior executives will continuallyreference such values.
Recommendation 3.2A listed entity should:have and disclose a code of conduct for its(a)Directors, senior executives and employees; andensure that the Board or a committee of the Board(b)is informed of any material breaches of that code.	YES	The Company's Code of Conduct applies to the(a)Company's Directors, senior executives and employees(as applicable).The Company's Code of Conduct is available on the(b)Company's website. Any material breaches of the Codeof Conduct are reported to the Board or a committee ofthe Board.
Recommendation 3.3A listed entity should:have and disclose a whistleblower policy; and(a)ensure that the Board or a committee of the Board is(b)informed of any material incidents reported underthat policy.	YES	The Company's Whistleblower Protection Policy is available onthe Company's website. Any material breaches of theWhistleblower Protection Policy are to be reported to the Boardor a committee of the Board.

		RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
(a)(b)		Recommendation 3.4A listed entity should:have and disclose an anti-bribery and corruptionpolicy; andensure that the Board or committee of the Boardis informed of any material breaches of that policy.	YES	The Company's Anti-Bribery and Anti-Corruption Policy isavailable on the Company's website. Any material breaches ofthe Anti- Bribery and Anti-Corruption Policy are la be reported tothe Board or a committee of the Board.
		Principle 4: Safeguard the integrity of corporate reports
(a)(b)	(i)(ii)(iii)(iv)(v)	Recommendation 4.1The Board of a listed entity should:have an audit committee which:has at least three members, all of whom arenon- executive Directors and a majority ofwhom are independent Directors; andis chaired by an independent Director, who isnot the Chair of the Board,and disclose:the charter of the committee;the relevant qualifications and experience ofthe members of the committee; andin relation to each reporting period, thenumberoftimesthecommitteemetthroughout the period and the individualattendances of the members at thosemeetings; orif it does not have an audit committee, disclose thatfact and the processes it employs that independentlyverify and safeguard the integrity of its corporatereporting,includingtheprocessesfortheappointment and removal of the external auditorand the rotation of the audit engagement partner.	PARTIALLYComplies with4.1(b)	The Company has a small Board consisting of three Directors.At this stage, the Company has not established an AuditCommittee and the Board prefers to use the full complementof knowledge, expertise and experience of all Directors inmaking decisions regarding the Company's audit and theCompany's external auditors. All three Directors are financiallyliterate.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 4.2The Board of a listed entity should, before it approves theentity's financial statements for a financial period, receivefrom its CEO and CFO a declaration that the financialrecords of the entity have been properly maintained andthat the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and thatthe opinion has been formed on the basis of a sound systemof risk management and internal control which is operatingeffectively.	NO	The Company's Board considers that declarations from the CEOand CFO are an important discipline that build corporategovernance. The Board is committed to ensuring declarationsare received for the 2022 financial year.
Recommendation 4.3A listed entity should disclose its process to verify theintegrity of any periodic corporate report it releases to themarket that is not audited or reviewed by an externalauditor.	YES	The Company's annual accounts and half year accounts aresubject to audit and review respectively by its independentauditor. The information in the Company's quarterly reports,which are not subject to audit or review, are reviewed againstthe Company's operations results released during the quarterand any internally generated monthly reports provided to theBoard to ensure that the Company is satisfied that each reportis materially accurate, balanced and provides investors withappropriate information.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity should have and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule 3.1.	YES	The Company has established written policies for complying withcontinuous disclosure obligations under the ASX Listing Ruleswhich are disclosed within the Company's Disclosure Policy onthe Company's website.
Recommendation 5.2A listed entity should ensure that its board receives copiesof all material market announcements promptly after theyhave been made.	YES	Under the Company's Continuous Disclosure Policy all membersof the Board receive material market announcements promptlyafter they have been made.
Recommendation 5.3A listed entity that gives a new and substantive investor oranalyst presentation should release a copy of thepresentation materials on the ASX Market AnnouncementsPlatform ahead of the presentation.	YES	All substantive investor or analyst presentations are released on theASX Markets Announcement Platform ahead of suchpresentations.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Principle 6: Respect the rights of security holders
Recommendation 6.1A listed entity should provide information about itself and itsgovernance to investors via its website.	YES	The Company provides information about itself and itsgovernance to investors via its website at sabreresources.com.
Recommendation 6.2A listed entity should have an investor relations programthat facilitates effective two-way communication withinvestors.	YES	The Company has designed and implemented an investorrelationsprogramtofacilitateeffectivetwo-waycommunication with investors. The program is set out in theCompany's Disclosure Policy and Corporate GovernancePolicy disclosed on its website.
Recommendation 6.3A listed entity should disclose how it facilitates andencourages participation at meetings of security holders.	YES	Shareholders are encouraged to participate at all generalmeetings and AGMs of the Company, and meetings are heldat a reasonable time and place to facilitate attendance.Notice of meeting documents are placed on the ASX andcompany website. Shareholders who cannot attend meetingscan submit proxies and may ask questions or provide commentsahead of meetings.
Recommendation 6.4A listed entity should ensure that all substantive resolutionsat a meeting of security holders are decided by a pollrather than by a show of hands.	YES	All substantive resolutions at security holder meetings are decidedby a poll rather than a show of hands.
Recommendation 6.5A listed entity should give security holders the option toreceive communications from, and send communicationsto, the entity and its security registry electronically.	YES	Shareholders are given the option to receive communicationsfrom, and send, communications to the Company and its shareregistry electronically.

RECOMMENDATIONS (4TH EDITION)		COMPLY	EXPLANATION
	Principle 7: Recognise and manage risk
(a)(b)	Recommendation 7.1The Board of a listed entity should:have a committee or committees to oversee risk,each of which:has at least three members, a majority of(i)whom are independent Directors; andis chaired by an independent Director, and(ii)disclose:the charter of the committee;(iii)the members of the committee; and(iv)as at the end of each reporting period, the(v)number oftimesthecommitteemetthroughout the period and the individualattendances of the members at thosemeetings; orif it does not have a risk committee or committeesthat satisfy (a) above, disclose that fact and theprocess it employs for overseeing the entity's riskmanagement framework.	PARTIALLYComplieswith 7.1(b)	Given the size and composition of the current Board it believesthat no efficiencies are to be gained by establishing a separateRisk Committee. During the Reporting Period, responsibility foroverseeing the Company's risk management rested with theBoard. The Company's Risk Management Policy is disclosedwithin its Corporate Governance Policy on the Company'swebsite.During the Reporting Period the full Board reviewed and wherenecessary amended its risk management and in so doingidentified or confirmed business risks, assessed the likelihood andmateriality of these risks and developed and implementedmeasures to mitigate these risks.
Recommendation 7.2The Board or a committee of the Board should:review the entity's risk management framework at(a)least annually to satisfy itself that it continues to besound and that the entity is operating with due regardto the risk appetite set by the Board; anddisclose in relation to each reporting period, whether sucha review has taken place.		PARTIALLYcomplies	The Risk Management Policy requires that the Audit and RiskCommittee (or. in its absence, the Board) should, at leastannually, satisfy itself that the Company's risk managementframework continues to be sound and that the Company isoperating with due regard to the risk appetite set by the Board.Due to the size and nature of its operations the Company'sBoard has not completed a formal review of the Company's riskmanagement framework in the past financial year.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 7.3A listed entity should disclose:if it has an internal audit function, how the function is(a)structured and what role it performs; orif it does not have an internal audit function, that fact(b)and the processes it employs for evaluating andcontinually improving the effectiveness of itsgovernance, risk management and internal controlprocesses.	NO	The Company does not currently have an internal auditfunction. The Board works collectively to identify and manageoperational, financial and compliance risks which could preventthe Company from achieving its objectives.
Recommendation 7.4A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, howit manages or intends to manage those risks.	YES	The Company, as a predominantly exploration company ratherthan an economic producer, has no material exposure toeconomic, environmental or social sustainability risks.The Board actively monitors the environment within which theCompany operates for material exposure to risks and considersits options to respond to these risks on a case-by-case basis.

	RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
	Principle 8: Remunerate fairly and responsibly
(a)(b)	Recommendation 8.1The Board of a listed entity should:have a remuneration committee which:has at least three members, a majority of(i)whom are independent Directors; andis chaired by an independent Director, and(ii)disclose:the charter of the committee;(iii)the members of the committee; and(iv)as at the end of each reporting period, the(v)number oftimesthecommitteemetthroughout the period and the individualattendances of the members at thosemeetings; orif it does not have a remuneration committee,disclose that fact and the processes it employs forsetting the level and composition of remuneration forDirectors and senior executives and ensuring thatsuch remuneration is appropriate and not excessive.	PARTIALLYComplies with8.1(b)	The Given the size and composition of the current Board, itbelieves that no efficiencies are to be gained by establishing aseparate Remuneration Committee.During the ReportingPeriod the Board followed the Company's Remuneration Policyas disclosed in the Director's Report of the Company's AnnualFinancial Report for the year ended 30 June 2021. In doing sothe Board employed policies and processes designed to ensureequitableandresponsiblelevelsandcompositionofremuneration to Directors and senior executives.
	Recommendation 8.2A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executiveDirectors and the remuneration of executive Directors andother senior executives.	YES	During the Reporting Period the Board followed the Company'sRemuneration Policy which is separately disclosed in theDirector's Report of the Company's Annual Financial Report forthe year ended 30 June 2021.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 8.3A listed entity which has an equity-based remunerationscheme should:have a policy on whether participants are permitted(a)to enter into transactions (whether through the use ofderivatives or otherwise) which limit the economic riskof participating in the scheme; anddisclose that policy or a summary of it.(b)	COMPLIESwith 8.3(b)	The Company does not have an equity-based remunerationscheme.The Company has a Securities Trading Policy, which can befound on the Company's website, that encourages KeyManagement Personnel to be long term traders of the Company'ssecurities, prohibits short term trading (with exceptions) and providesguidelines to prevent insider trading.
Additional recommendations that apply only in certain cases
Recommendation 9.1A listed entity with a director who does not speak thelanguage in which board or security holder meetings areheld or key corporate documents are written shoulddisclose the processes it has in place to ensure the directorunderstands and can contribute to the discussions at thosemeetings and understands and can discharge theirobligations in relation to those documents.	N/A
Recommendation 9.2A listed entity established outside Australia should ensurethat meetings of security holders are held at a reasonableplace and time.	N/A
Recommendation 9.3A listed entity established outside Australia, and anexternally managed listed entity that has an AGM, shouldensure that its external auditor attends its AGM and isavailable to answer questions from security holders relevantto the audit.	N/A