STRIKE RESOURCES LIMITED — Governance Information 2016

Oct 18, 2016

Wednesday, 19 October 2016

MARKET ANNOUNCEMENT

2016 Corporate Governance Statement and ASX Appendix 4G Key to Disclosures of Corporate Governance Principles and Recommendations

Strike Resources Limited (ASX:SRK) is pleased to attach the Company's:

• 2015/2016 Corporate Governance Statement; and
• ASX Appendix 4G (Key to Disclosures of Corporate Governance Principles and Recommendations).

The Company's 2016 Corporate Governance Statement, ASX Appendix 4G (Key to Disclosures of Corporate Governance Principles and Recommendations) and other ancillary corporate governance related documents can also be found at the following URL on the Company's Internet website: http://strikeresources.com.au/corporate/corporate-governance/

FOR FURTHER INFORMATION

William Johnson Victor Ho Managing Director Director and Company Secretary T | (08) 9214 9700 T | (08) 9214 9700 E | wjohnson@strikeresources.com.au E | cosec@strikeresources.com.au

ABOUT STRIKE RESOURCES LIMITED (ASX:SRK)

Strike Resources is an ASX listed resource company, owner of the high grade Apurimac Magnetite Iron Ore Project and Cusco Magnetite Iron Ore Project in Peru. Strike retains significant cash reserves and is presently reviewing alternative options with regard to utilisation of these funds.

www.strikeresources.com.au

STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005 T | (08) 9214 9700 F | (08) 9214 9701 E | info@strikeresources.com.au

INTRODUCTION

The Board of Directors is committed to maintaining high standards of safety, performance and corporate governance for Strike Resources Limited (Company or Strike) and the entities it controls (Group or Strike Group). Good corporate governance is about having a set of core values and behaviours that underpin the Group's activities and ensure transparency, fair dealing and protection of the interests of stakeholders – including shareholders, personnel, suppliers and communities in which the Group operates.

The Board of Directors supports the Corporate Governance Principles and Recommendations (3rd Edition, released in March 2014) (ASX Recommendations) developed by the ASX Corporate Governance Council (Council).

The Company's practices are largely consistent with the ASX Recommendations. The Board considers that the implementation of a small number of the ASX Recommendations is not appropriate, for the reasons set out below in relation to the items concerned. The Board uses its best endeavours to ensure that exceptions to the ASX Recommendations do not have a negative impact on the Company and the best interests of shareholders as a whole.

As required by the ASX Listing Rules, this Corporate Governance Statement (CGS) discloses the extent to which the Company has followed the ASX Recommendations during the 2015/2016 financial year (Reporting Period), as summarised below:

ASX Corporate Governance Principles and Recommendations	CGS Reference
Principle 1 – Lay solid foundations for management and oversight	1.1 - 1.7
Principle 2 – Structure the Board to add value	2.1 - 2.15
Principle 3 – Act ethically and responsibly	3.1
Principle 4 – Safeguard integrity in corporate reporting	4.1 - 4.3
Principle 5 – Make timely and balanced disclosure	5.1
Principle 6 – Respect the rights of security holders	6.1 - 6.4
Principle 7 – Recognise and manage risk	7.1 - 7.3
Principle 8 – Remunerate fairly and responsibly	8.1 - 8.3

The Company has also prepared an ASX Appendix 4G – Key to Corporate Governance Disclosures (which reports on the Company's compliance with each of the ASX Recommendations) - this has been lodged with the CGS on ASX and may be viewed and downloaded from the Company's website (details below).

A copy of the ASX Recommendations can be found on the ASX website at the following URL: http://www.asx.com.au/documents/asx-compliance/cgc-principles-and-recommendations-3rd-edn.pdf

The Company's latest 2016 Annual Report (and other ASX market announcements and releases) may be viewed and downloaded from the Company's website at the following URL:http://strikeresources.com.au/

The Corporate Governance page of the Strike website contains most of the charters, codes and policies which are referred to in this CGS, at the following URL:

http://strikeresources.com.au/corporate/corporate-governance/

The names of the Directors currently in office and their qualifications, experience and positions in other listed companies are stated in the Company's latest 2016 Annual Report.

Approved by the Board and current as at 17 October 2016

www.strikeresources.com.au

STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005 T | (08) 9214 9727 F | (08) 9214 9701 E | info@strikeresources.com.au

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1. Role and Responsibilities of the Board of Directors and Senior Management

1.1.1 Board of Directors

In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. The Board is also responsible for the overall corporate governance of the Company, and recognises the need for the highest standards of behaviour and accountability in acting in the best interests of the Company as a whole.

The Board also ensures that the Company complies with all of its contractual, statutory and any other legal and regulatory obligations. The Board has the final responsibility for the successful operation of the Company. Where the Board considers that particular expertise or information is required, which is not available from within its members, appropriate external advice may be taken and reviewed prior to a final decision being made.

Without intending to limit the general role of the Board, the principal functions and responsibilities of the Board include the matters set out below, subject to delegation to Senior Management as specified elsewhere in this Statement or as otherwise appropriate:

• (a) formulation and approval of the strategic direction, objectives and goals of the Company;
• (b) the prudential control of the Company's finances and operations and monitoring the financial performance of the Company;
• (c) the resourcing, review and monitoring of Senior Management;
• (d) ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
• (e) the identification of significant business risks and ensuring that such risks are adequately managed;
• (f) the timeliness, accuracy and effectiveness of communications and reporting to shareholders and the market; and
• (g) the establishment and maintenance of appropriate ethical standards.

The Board takes advice from the Audit Committee and the Remuneration and Nomination Committee on matters within their respective Charters, however the Board retains final decision-making authority on those matters.

1.1.2 Senior Management

The role of Senior Management is to deliver the strategic direction and goals determined by the Board.

The Board has delegated to the Managing Director, and through the Managing Director to other Senior Executives, responsibility for the day-to-day management of the Group, which includes:

• (a) management of the Group's operations and finances;
• (b) reporting to the Board on matters including the Group's operations and financial performance;
• (c) recommending Group strategy, budgets, plans, policies and risk management systems to the Board; and
• (d) determining Group policies, other than those reserved for the Board.

Senior Management may also be delegated responsibility for other matters under policies adopted by the Board.

The Company's Senior Management Team comprise the Managing Director (William Johnson, appointed 25 March 2013; previously Executive Director from July 2006 to April 2010 and Non-Executive Director from April 2010 to March 2013) and the Company Secretary (Victor Ho, appointed 30 September 2015; also Director, appointed 24 January 2014; previously Company Secretary between 9 March 2000 and 30 April 2010 and Executive Director between 12 October 2000 and 30 April 2010).

1.2. Board Nominations

The Board (on recommendations received from the Remuneration and Nomination Committee) will consider nominations for appointment or election of Directors that may arise from time to time, having regard to the skills and experience required by the Company (as detailed in the Board Skills Matrix referred to in Section 2.1 below) and procedures outlined in the Company's Constitution and the Corporations Act 2001 (Cth).

The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election, as a Director. Candidates are assessed through interviews, meetings and background and reference checks (which may be conducted both by external consultants and by Directors) as appropriate.

The Company gives shareholders all material information in its possession relevant to the decision on whether or not to elect (or re-elect) a Director, either in the notice of the meeting at which the election of the Director is to be held, or by including in the notice a clear reference to the location on the Company's website, Annual Report or other document lodged with ASX where the information can be found.

1.3. Terms of Appointment – Directors and Senior Executives

Each new Non-Executive Director will receive a letter formalising their appointment and outlining the material terms of their appointment including: the time commitment expected; the requirement to disclose their interests and matters affecting their independence to the Company; the obligation to comply with key Company policies, including the Code of Conduct and the Share Trading Policy; the Company's policy on Directors seeking independent advice, the policy in relation to the payment of additional remuneration in respect of special exertions undertaken by the Director (at the request of the Company) and the retirement requirements (subject to the right to seek re-election at the Company's AGM).

In addition, the Company and each Director are party to Director's Indemnity Deeds, discussed in more detail in Section 2.15 below. The Non-Executive Directors of the Company have not been appointed for fixed terms.

Senior Executives will generally have written employment agreements with the Company setting out their duties, obligations and remuneration. The Company's current Senior Executives are the Managing Director and the Company Secretary (who is also a Director). The Company has entered into a formal employment agreement with the Managing Director, a summary of which is outlined within the Remuneration Report in the Company's latest 2016 Annual Report. The Company does not presently have a formal service or employment agreement with the Company Secretary. The Company Secretary is, however, an experienced company executive and company secretary, and is well aware of the requirements of his position, including his roles and responsibilities and his duties as the Secretary of the Company. His remuneration has been determined by the Board. The Company is considering entering into an employment agreement with the Company Secretary to formalise his duties, obligations, remuneration reporting arrangements and termination (including any termination entitlements, where applicable).

The remuneration paid/payable to the Company's 'Key Management Personnel' (which includes the Managing Director and the Company Secretary (in his capacity as both Director and Company Secretary) are outlined within the Remuneration Report in the Company's latest 2016 Annual Report.

The Company's Constitution requires one third of the Directors (or if that is not a whole number, the whole number nearest to but not exceeding one third) to retire at each Annual General Meeting (AGM). The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. This rule does not apply to the Managing Director. A Director appointed by the Board since the last AGM is subject to retirement and re-election at the following AGM, and is also not taken into account in determining the number of Directors who must retire by rotation.

The initial appointment and last re-election dates of each current Director are listed below.

Director1	First Appointed	AGM Last Re-elected
WilliamJohnson	18 July 2006(Managing Director since 25 March 2013; Director since 14 July 2006)	2012 AGM;As Managing Director, notsubject to retirement byrotation at future AGMs.
MalcolmRichmond	25 October 2006(Previously Chairman from 3 February 2011 to 18 December 2015)	2015 AGM
MatthewHammond	25 September 2009	2014 AGM;Retires and will stand for reelection at the 2016 AGM.
Victor Ho	24 January 2014(previously a Director between 12 October 2000 and 30 April 2010	2014 AGM
Farooq Khan	30 September 2015(Chairman from 18 December 2015; previously, an Alternate Directorto Victor Ho between 20 January 2014 and 30 September 2015 and aDirector between 3 September 1999 and 3 February 2011)	2015 AGM

1.4. The Company Secretary

The Company Secretary is appointed by the Board and is responsible for developing and maintaining the information systems and processes that are appropriate for the Board to fulfil its role. The Company Secretary is responsible to the Board for ensuring compliance with Board policies and procedures and governance matters. The Company Secretary ensures the timely despatch of Board papers and the accurate minuting of Board meetings. He has responsibility to facilitate the ongoing professional development of Directors. The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Company Secretary is also responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX.

Victor Ho is the current Company Secretary (appointed 30 September 2015; also Director, appointed 24 January 2014). The Company Secretary during the Reporting Period prior to the appointment of Victor Ho was David Palumbo (appointed 13 August 2013; resigned 30 September 2015). Mr Ho's qualifications, experience and positions in other listed companies are stated in the Company's latest 2016 Annual Report2 .

1.5. Diversity

The Board, Senior Management and workforce of the Company/Group currently comprises individuals that are culturally diverse, together with possessing an appropriate blend of qualifications and skills. The Company recognises the positive advantages of a diverse workplace and is committed to:

• (a) creating a working environment conducive to the appointment of well qualified employees, Senior Management and Board candidates; and
• (b) identifying ways to promote a corporate culture which embraces diversity.

The small size of, and low turnover within, the Company's workforce are such that it cannot realistically be expected to reflect the degree of diversity of the general population. Given those circumstances, and the current nature and scale of the Company's activities, the Board has determined that it is not practicable to set measurable objectives for achieving gender diversity at this time. The Board monitors the extent to which the level of diversity within the Company is appropriate on an ongoing basis and periodically considers measures to improve it. The Board will further consider the establishment of objectives for achieving gender diversity as the Company develops and its circumstances change.

The Board has delegated the responsibility of monitoring and ensuring workplace diversity to the Managing Director.

The Company does not currently have any women on the Board or in Senior Executives roles within the Group. A "Senior Executive" means the Managing Director and a member of Senior Management that directly reports to the Managing Director. In this regard, it is noted that from the beginning of the Reporting Period until 30 November 2015 the Company had six members on its Board (17% female). The Company had only two Senior Executives (being the Managing Director and Company Secretary) throughout the Reporting Period and until the date of this CGS.

1 During the Reporting Period and until her retirement at the 30 November 2015 AGM, Samantha Tough (appointed 23 January 2012) served as a Non-Executive Director.

2 Mr Palumbo's qualifications, experience and positions in other listed companies are stated in the Company's 2015 Annual Report.

As at 30 June 2016, the Company had 50% female employees (30 June 2015: Nil). As at the date of this CGS, the Board has 5 members (no female members) and 50% of the Group's employees are female.

1.6. Board - Performance Review and Evaluation

The Board as a whole has responsibility to review its own performance, the performance of individual Directors and the performance of Board Committees. The Chairman also speaks to Directors individually regarding their role and performance as a Director.

Generally, Board and Committee evaluations include questionnaires and or interviews covering matters such as each Director's individual contribution, Board and Committee performance and the functioning of the Board and Committee processes. The overall outcomes are discussed by the Board from time to time with measures taken to improve the effectiveness and efficiency of the Board and Committees (as appropriate). A Board performance evaluation will be conducted with Directors during the current financial year.

The Remuneration and Nomination Committee is also responsible for reviewing the performance and remuneration of the Managing Director and Executive Directors (where applicable) and reporting to the Board on the results of their review and their recommendations arising therein. Performance and remuneration evaluations will be conducted with the Managing Director during the current financial year.

1.7. Senior Executive - Performance Review and Evaluation

The Chairman reviews the performance of the Company Secretary (in his capacity as such), who is the only other Senior Executive in the Company. The Remuneration and Nomination Committee also assists the Board/Chairman/Managing Director (as applicable) to determine the remuneration benefits (including equitybased remuneration) of Senior Management and advise on those determinations. A performance and remuneration evaluation will be conducted with the Company Secretary during the current financial year.

PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE

2.1. Board of Directors – Composition, Structure and Process

The Board has been formed so that it has an effective composition, size and commitment to adequately discharge its responsibilities and duties given the current size and the scale and nature of the Company's activities. The Directors periodically review whether the size and composition of the Board remains appropriate to the Company's activities and operating environment.

The names of the Managing Director, Chairman and other Directors in office (during the Reporting Period and currently) and their qualifications, experience and positions in other listed companies are stated in the Company's latest 2016 Annual Report. A Director is generally, initially appointed by the Board and retires (and may stand for re-election) at the next AGM after their appointment (as outlined in Section 1.3 above).

2.2. Nomination Committee

The Board does not have a stand-alone Nomination Committee but a combined Remuneration and Nomination Committee (established in 2009/2010), which currently comprises independent, Non-Executive Director Malcolm Richmond (as Chairman) and Non-Executive Directors Farooq Khan and Matthew Hammond. 3 Their qualifications, experience and positions in other listed companies are stated in the Company's latest 2016 Annual Report.

The Remuneration and Nomination Committee has a formal charter to prescribe its purpose, key responsibilities, composition, membership requirements, powers and other administrative matters, which includes a nomination function, with key responsibilities to make recommendations to the Board as to various Board matters including the necessary and desirable qualifications, experience and competencies of Directors and the extent to which these are reflected in the Board, the appointment of the Chairman and Managing Director, the development and review of Board succession plans and addressing Board diversity.

The Remuneration and Nomination Committee Charter may be viewed and downloaded from the Company's website.

3 Until 26 October 2015 the Remuneration and Nomination Committee comprised Malcolm Richmond (as Chairman) and Matthew Hammond.

The Remuneration and Nomination Committee does not have a majority of independent, Non-Executive Directors, having only one independent member, Committee Chairman Malcolm Richmond. Mr Richmond is the Company's sole independent Director. The Company does not consider it appropriate to appoint further independent Directors to its Board at this time, for reasons set out in more detail in Section 2.7, below.

The number of times that the Remuneration and Nomination Committee met during the Reporting Period, and the individual attendances of Committee members at those meetings, are disclosed in the Company's latest 2016 Annual Report.

2.3. Skills, Knowledge and Experience

The Board seeks to ensure that its members have an appropriate mix of skills, knowledge and experience to enable it to properly perform its responsibilities and be well equipped to navigate the Company through the many opportunities and challenges it faces.

Directors are appointed based on the specific business, corporate and governance skills and experience required by the Company. The Board recognises the need for Directors to have a relevant blend of skills and personal experience in a range of disciplines required for the proper management and oversight of the Company's operations, having regard to the scale and nature of its activities.

While recognising that each Director will not necessarily have experience in each of the following areas, the Board seeks to ensure that its membership includes an appropriate mix of Directors with experience in the resources sector, commercially, internationally, executive management, accounting, finance and corporate affairs.

A summary of the Directors' skills and experience relevant to the Group as at the end of the Reporting Period is set out below:

Board Skills and Experience (out of 5 Directors)
Corporate Leadership		International Experience
Experience in CEO and/or other senior	4	Senior experience in multiple international	4
corporate leadership roles		locations
Resources Industry		Other Board Level experience
Relevant industry (resources, mining,	4	Membership of other listed entities (last 3	5
exploration) experience		years)
Finance and Risk		Corporate
Accounting	2	Legal	3
Risk Management	3	Investor Relations	5
Finance	3	Acquisitions	5
Commercial		Regulatory compliance	2
Investments	5
Joint Ventures	5
Acquisitions	5

The diverse qualifications, skills and experiences of the Directors, disclosed in the Company's latest 2016 Annual Report, represents a mix that the Board believes is appropriate to have reflected among its members. The Board reviews its Skills Matrix at least annually.

2.4. Chairman

The Chairman leads the Board and has responsibility for ensuring that the Board receives accurate, timely and clear information to enable Directors to perform their duties as a Board. The Non-Executive Chairman of the Company is Farooq Khan (appointed 18 December 2015 as Chairman; Director since 30 September 2015, previously, an Alternate Director to Victor Ho between 20 January 2014 and 30 September 2015 and a Director between 3 September 1999 and 3 February 20114 ), whose qualifications, experience and positions in other listed companies are stated in the Company's latest 2016 Annual Report.

Malcolm Richmond, the Company's sole independent, Non-Executive Director, served as independent Chairman of the Company from 3 February 2011 to 18 December 2015, when he retired as Chairman (while remaining a Non-Executive Director).

4 Malcolm Richmond (appointed 3 February 2011 as Chairman; Director since 25 October 2006) served as Chairman until his retirement from that position on 18 December 2015 and remains a Non-Executive Director.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity, to justify the expense of the appointment of an independent, Non-Executive Chairman. The Board considers that Chairman Farooq Khan can make, and does make, quality and independent judgments in the best interests of the Company on all relevant issues. The Board will periodically review whether it would be more appropriate to appoint an independent Chairman.

2.5. Managing Director

The Managing Director is responsible and accountable to the Board for the Company's management. The Managing Director of the Company is William Johnson (appointed 25 March 2013 as Managing Director; Director since 14 July 2006), whose qualifications, experience and positions in other listed companies are stated in the Company's latest 2016 Annual Report.

2.6. Non-Executive Directors

The Company recognises the importance of Non-Executive Directors and the external perspective and advice that Non-Executive Directors can offer. Malcolm Richmond (also Chairman until 18 December 2015), Matthew Hammond (appointed 25 September 2009) and Victor Ho (appointed 24 January 2014), are Non-Executive Directors of the Company5 . Their qualifications, experience and positions in other listed companies are stated in the Company's latest 2016 Annual Report.

2.7. Independence

An independent Director, in the view of the Company, is a Non-Executive Director who:

• (a) has not previously been employed in an Executive capacity within the Group, unless a period of at least three years has elapsed between ceasing such employment and serving on the Board;
• (b) is not and has not within the last three years been a principal or senior employee of a material professional adviser to the Group;
• (c) is not and has not within the last three years been in a material business relationship (e.g. supplier or customer) with the Group, or an officer of or otherwise associated with someone with such a relationship;
• (d) is not a substantial shareholder of the Company or an officer of, or otherwise associated with, a substantial shareholder of the Company;
• (e) has no material contractual relationship with the Company other than as a Director of the Company;
• (f) has no close family ties with any person who falls within any of the categories described above; and
• (g) has not been a Director of the Company for such a period that his or her independence may have been compromised. There is no specified length of service beyond which a Director is no longer considered independent. The Board regularly assesses whether any, otherwise independent, Director who has served for more than 10 years may no longer be regarded as independent.

In the case where any of the above interests, positions or relationships exist, the Company assesses its materiality to determine whether it might interfere, or reasonably be seen to interfere, with the Director's capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its shareholders generally.

The Board assesses the independence of Directors annually, or more frequently if circumstances require.

Malcolm Richmond is regarded as an independent, Non-Executive Director. Samantha Tough, prior to her retirement on 30 November 2015, was regarded as an independent, Non-Executive Director

Matthew Hammond, Victor Ho and Farooq Khan are representative Directors for major shareholders of the Company and have therefore been deemed by the Board to be 'not independent' Directors of the Company.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity, to justify the expense of the appointment of a majority of independent Non-Executive Directors. The Board believes that the individuals on the Board can make, and do make, quality and independent judgments in the best interests of the Company on all relevant issues.

5 Samantha Tough (appointed 23 January 2012) was also Non-Executive Director until her retirement at the 30 November 2015 AGM.

2.8. Induction and Professional Development

It is the policy of the Board to ensure that the Directors and Senior Management of the Company are equipped with the knowledge and information they need to discharge their responsibilities effectively and that individual and collective performance is regularly and fairly reviewed. The Board reviews whether the Directors, as a group, have the skills, knowledge and familiarity with the Company and its operating environment required to fulfil their role on the Board effectively.

The Company has a programme for inducting new Directors. This includes giving new Directors a full briefing about the nature of the business, current issues, the corporate strategy and the expectations of the Board concerning the performance of Directors and access to all employees to gain full background on the Company's operations.

Directors are encouraged to attend director training and professional development courses, as may be required to enable them to develop and maintain the skills and knowledge needed to effectively perform their roles as Directors, at the Company's expense (as approved by the Chairman and or the Board, as appropriate and applicable).

2.9. Meetings of the Board

The Board holds meetings whenever necessary to deal with specific matters requiring attention. Directors' Circulatory Resolutions are also utilised where appropriate either in place of or in addition to formal Board meetings. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of the Company.

It is recognised and accepted that Board members may also concurrently serve on other boards, either in an executive or non-executive capacity, provided that these commitments do not materially interfere with their ability to serve as a Director of the Company.

2.10. Conflicts of Interest

To ensure that Directors are at all times acting in the interests of the Company, Directors must:

• (a) disclose to the Board actual or potential conflicts that may or might reasonably be thought to exist between the interests of the Director or his duties to any other parties and the interests of the Company in carrying out the activities of the Company; and
• (b) if requested by the Board, within seven days or such further period as may be permitted, take such necessary and reasonable steps to remove any conflict of interest.

If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the Corporations Act, absent himself from the room when Board discussion and/or voting occurs on matters to which the conflict relates (save with the approval of the remaining Directors and subject to the Corporations Act).

2.11. Related-Party Transactions

Related party transactions include any financial transaction between a Director and the Company as defined in the Corporations Act or the ASX Listing Rules. Unless there is an exemption under the Corporations Act from the requirement to obtain shareholders' approval for the related party transaction, the Board may not approve the transaction. The Company also discloses related party transactions in its Annual Report as required under the Corporations Act and relevant Accounting Standards.

2.12. Share Dealings and Disclosures

The Company has adopted a Share Trading Policy (dated 23 December 2010), which applies to Directors and employees of the Group and contractors who have agreed to be bound by the policy. The policy is designed to:

• (a) explain the type of conduct in relation to dealings in the Company's securities that is prohibited under the relevant law and by the Group, including insider trading; and
• (b) establish a procedure for buying, selling or otherwise dealing in the Company's securities (generally and during specified prohibited periods) which requires (in the case of Executive Personnel) the prior approval from the Chairman of the Board or the Chairman of the Audit Committee Board, as appropriate. Approval during prohibited periods will only be granted where there is severe financial hardship or exceptional circumstances.

A copy of the Company's Share Trading Policy may be viewed and downloaded from the Company's website.

2.13. Independent Professional Advice

Subject to prior approval by the Chairman, each Director has the right to seek independent legal and other professional advice at the Company's expense concerning any aspect of the Company's operations or undertakings in order to fulfil their duties and responsibilities as a Director.

2.14. Company Information and Confidentiality

All Directors have the right of access to all relevant Company books and to Senior Executives. In accordance with legal requirements and agreed ethical standards, Directors and employees of the Company have agreed to keep confidential all information received in the course of the exercise of their duties and will not disclose non-public information except where disclosure is authorised or legally mandated.

2.15. Directors' and Officers' Deeds

The Company has entered into a deed with each of the current Directors and Company Secretary to regulate certain matters between the Company and each officer, both during the time the officer holds office and after the officer ceases to be an officer of the Company (or of any of its wholly-owned subsidiaries). A summary of the terms of such deeds is contained within the Remuneration Report in the Company's latest 2016 Annual Report.

PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY

3.1. Code of Conduct

The Company has developed a formal Code of Conduct, which may be viewed and downloaded from the Company's website. The Code sets and creates awareness of the standard of conduct expected of Directors, officers, employees and contractors in carrying out their roles.

The Company seeks to encourage and develop a culture which will maintain and enhance its reputation as a valued corporate citizen of the countries where it operates and an employer which personnel enjoy working for. The Code sets out policies in relation to various corporate and personal behaviour including safety, discrimination, the environment, communities and heritage issues, respecting the law, anti-corruption, interpersonal conduct, conflict of interest and alcohol and drugs.

While the Code seeks to prescribe standards of behaviour for all Group personnel to observe, it does not, and understandably cannot, identify every ethical issue that an individual might face. The Code's objective is to provide a benchmark for professional and personal behaviour throughout the Group, to safeguard the Group's reputation and to make clear the consequences of breaching the Code.

All Group personnel receive a copy of the Code when they start with the Group and can access the Code from the Company's website or request a copy from their reporting manager or the Company Secretary.

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1. Audit Committee

The Audit Committee (established in 2009/2010) currently comprises independent, Non-Executive Director Malcolm Richmond (as Chairman) and Non-Executive Directors Farooq Khan and Matthew Hammond. 6 Their qualifications, experience and positions in other listed companies are stated in the Company's latest 2016 Annual Report.

The Audit Committee has a formal charter to prescribe its objectives, duties and responsibilities, access and authority, composition, membership requirements of the Committee and other administrative matters. It has an audit oversight role, with key responsibilities being to review and approve the audited annual and reviewed half-yearly financial reports, to review reports from management and matters related to the external auditor and a risk management function (refer Section 7.1 for further details).

The Audit Committee Charter may be viewed and downloaded from the Company's website.

6 Malcolm Richmond was Audit Committee Chairman until 26 October 2015. Samantha Tough was an Audit Committee Member until her retirement at the Company's 30 November 2015 AGM.

The Audit Committee does not have a majority of independent, Non-Executive Directors, having only one independent member, Committee Chairman Malcolm Richmond. Mr Richmond is the Company's sole independent Director. The Company does not consider it appropriate to appoint further independent Directors to its Board at this time, for reasons set out in more detail in Section 2.7, above.

The number of times that the Audit Committee met during the Reporting Period, and the individual attendances of Committee members at those meetings, are disclosed in the Company's latest 2016 Annual Report.

4.2. CEO and CFO Declarations

The Board receives, prior to their approval of the Company's financial statements for a financial year end, written assurances from the Managing Director (being the CEO equivalent) and the Company Secretary (being the CFO equivalent) that, in their respective opinions, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively, as required under section 295A of the Corporations Act and as per the ASX Recommendations.

4.3. External Auditor

The Company's external auditor (Auditor) is selected for its professional competence, reputation and the provision of value for professional fees. Within the audit firm, the partner responsible for the conduct of the Company's audits is rotated every five years. The external Auditor attends the Company's AGMs (in person or by teleconference) and is available to answer shareholder questions about the conduct of the audit and the preparation and content of the Auditor's Report.

The Company changed its Auditors from BDO Audit (WA) Pty Ltd to Rothsay Auditing (a firm of Chartered Accountants with offices in Perth and Sydney), with effect on 12 February 2016.7 The transition occurred as part of a review of the Company's corporate administration costs – Rothsay was selected after considering proposals received from BDO and a number of other audit firms. Rothsay will hold office as Auditor until the 2016 AGM, at which time shareholder approval will be sought for their re-appointment and continuation as Auditor.

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

5.1. Continuous Disclosure to ASX

The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to ASX as well as communicating with ASX.

In accordance with the Corporations Act and ASX Listing Rule 3.1, the Company immediately notifies ASX of information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's securities, subject to exceptions permitted by that rule. A reasonable person is taken to expect information to have a material effect on the price or value of the Company's securities if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company's securities.

All staff are required to inform their reporting manager of any potentially price-sensitive information concerning the Company as soon as they become aware of it. Reporting managers are in turn required to inform the Managing Director of any potentially price-sensitive information.

In general, the Company will not respond to market speculation or rumours unless required to do so by law or by the ASX Listing Rules.

The Company may request a trading halt from ASX to prevent trading in its securities if the market appears to be uninformed. The Managing Director and, where the Managing Director is not available, the Company Secretary (in consultation with the Chairman/Board), are authorised to determine whether to seek a trading halt.

7 Refer Strike's ASX announcement dated 12 February 2016: Change of Auditors

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1 Website Information

All public information about the Company and its governance is available to investors on the Company's website (www.strikeresources.com.au). The website includes an easily located link to a "Corporate Governance" page, from which all relevant governance information can be accessed (http://strikeresources.com.au/corporate/corporate-governance/).

The Company's website contains all announcements and financial and other reports lodged on ASX; notices of shareholder meetings, explanatory statements and meeting results; Director biographies, Company and share registry contact information, shareholder forms and a range of other information about the Company's affairs.

The Company's announcements and reports lodged on ASX may also be viewed and downloaded from the ASX website: www.asx.com.au under ASX code "SRK".

6.2. Investor Relations Programme

The Company is owned by shareholders. Increasing shareholder value is the Company's key mission. Shareholders require an understanding of the Company's operations and performance to enable them to be aware of how that mission is being fulfilled. The Directors are the shareholders' representatives. In order to properly perform their role, the Directors must be able to ascertain the shareholders' views on matters affecting the Company.

The Board therefore considers it paramount to ensure that shareholders are informed of all major developments affecting the Company and have the opportunity to communicate their views on the Company to the Board. The Board has designed and implemented an Investor Relations Programme to meet these objectives.

The Investor Relations Programme involves the communication of information to shareholders and the market through various means including:

• (a) the Annual Report which is distributed to shareholders if they have elected to receive a printed version and is otherwise available for viewing and downloading from the Company's website;
• (b) the AGM and other general meetings (the notices for which are available for viewing and downloading from the Company's website) called in accordance with the Corporations Act and to obtain shareholder approvals as appropriate. The Managing Director and or Chairman (as appropriate) gives an address at the AGM updating shareholders on the Company's activities;
• (c) Half-Yearly Directors' and Financial Reports, which are available for viewing and downloading from the Company's website;
• (d) Quarterly Activities and Cash Flow Reports, which are available for viewing and downloading from the Company's website; and
• (e) other announcements released to ASX as required under the continuous disclosure requirements of the ASX Listing Rules and other information that may be mailed to shareholders, which are available for viewing and downloading from the Company's website.

The Managing Director (and/or the Company Secretary, where appropriate) has general responsibility to speak to the media, investors and analysts on the Company's behalf. Other Directors or Senior Executives may be given a brief to do so on particular occasions (where appropriate).

The Company actively promotes communication with shareholders through a variety of measures, including the use of the Company's website and email. The Company's reports and ASX announcements may be viewed and downloaded from its website: www.strikeresources.com.au or the ASX website: www.asx.com.au under ASX code "SRK".

6.3. Shareholder Meeting Participation

The AGM facilitates investor communications by means which include:

• (a) shareholders having the opportunity to ask questions of Directors at all general meetings;
• (b) the presence of the Auditor at AGMs (in person or by teleconference, as practicable and appropriate) to take shareholder questions on any issue relevant to their capacity as Auditor;
• (c) the Company's policy of expecting Directors to be available to meet shareholders at the AGM; and
• (d) the Company making Directors and Senior Executives available to answer shareholder questions submitted by telephone, email and other means (where appropriate).

The Board encourages shareholder participation at the Company's AGM and other general meetings of shareholders - questions and or comments are welcomed from shareholders and the Chairman seeks to ensure that shareholders are given ample opportunity to participate. Shareholders who are unable to attend the AGM or a general meeting may submit questions and comments before the meeting to the Company or to the Auditor (in the case of the AGM).

6.4 Electronic Communication

Shareholders may send communications to and receive communications from the Company and its Share Registry electronically. The contact email addresses for the Company and its Share Registry are info@strikeresources.com and admin@advancedshare.com.au respectively (also available on the Company's website).

Shareholders may elect to receive Annual Reports electronically. The Company also maintains an email list for the distribution of the Company's announcements on ASX via email in a timely manner.

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

7.1. Risk Committee

The Board does not have a stand-alone Risk Committee. However, the Company's Audit Committee (refer Section 4.1) has an important risk management and compliance function, with key responsibilities being to ensure that an appropriate risk management framework is in place and is operating properly and reviewing and monitoring legal and policy compliance systems and issues. The Audit Committee Charter may be viewed and downloaded from the Company's website.

During the Reporting Period, the Board/Audit Committee relied on the Company's existing risk management framework – a review of the same is proposed for the current financial year so that the Board/Audit Committee can satisfy themselves that the Company's risk management framework remains sound, and make any changes that may be required.

The number of times that the Audit Committee met during the Reporting Period, and the individual attendances of Committee members at those meetings, are disclosed in the Company's latest 2016 Annual Report.

7.2. Internal Control and Risk Management

The Board of Directors is responsible for (but takes advice from the Audit Committee in relation thereto) the overall internal control framework (which includes risk management) and oversight of the Company's policies on and management of risks that have the potential to impact significantly on operations, financial performance or reputation.

The Board recognises that no cost-effective internal control system will preclude all errors and irregularities. The system is based, in part, on the appointment of suitably-qualified and experienced service providers and suitably-qualified and experienced management personnel. The effectiveness of the system is monitored and continually reviewed by management on an on-going basis and at least annually by the Board. On a day-today basis, managing the various risks inherent in the Company's operations is the responsibility of the Managing Director in conjunction with the Company Secretary. Risks facing the Company can be divided into the broad categories of health and safety, operations, compliance and market risks.

Health and safety risk is one of the most important risks faced by a resources company. Apart from the inherent unacceptability of threats to life or health, safety incidents have the potential to seriously damage the Company's reputation and ability to operate its business. The Company takes a "zero tolerance" approach to any situation that might compromise the health or safety of staff, contractors or members of the community.

This risk is addressed by comprehensive safety policies and training and a requirement that any safety incident or "near miss" is reported to the Board.

Operations risk refers to risks arising from day to day operational activities which may result in direct or indirect loss from inadequate or failed internal processes, decision-making, exercise of judgment, people or systems or external events. The Managing Director has delegated responsibility from the Board for identification of operations risks generally, for putting processes in place to mitigate them and monitoring compliance with those processes. The Company has clear accounting and internal control systems to manage risks to the accuracy of financial information and other financial risks.

Compliance risk is the risk of failure to comply with all applicable legal and regulatory requirements and industry standards and the corresponding impact on the Company's business, reputation and financial condition. The Company's compliance risk management strategy ensures compliance with key legislation affecting the Company's activities. A key principle of the Company's compliance risk management strategy is to foster an integrated approach where line managers are responsible and accountable for compliance, within their job descriptions and within overall guidance developed by the Managing Director (assisted by relevant Senior Executives (as appropriate and applicable)). The Company's compliance strategy is kept current with advice from the General Counsel, senior external professionals and the ongoing training of Senior Executives and other senior personnel involved in compliance management. The Company Secretary has oversight responsibility for managing the Company's compliance risk.

The Company has policies on responsible business practices and ethical behaviour including conflict of interest and share trading policies to maintain confidence in the Company's integrity and ensure legal compliance.

Market risk encompasses risks to the Company's performance from changes in mineral/commodity prices, equity prices, interest rates, currency exchange rates, capital markets and economic conditions generally. The Audit Committee regularly assesses the Company's exposure to these risks and the Board (taking advice from the Audit Committee) sets the strategic direction for managing them. Further details are in the Financial Risk Management Note to the financial statements in the Company's latest 2016 Annual Report.

The Company's approach to risk management is not stationary; it evolves constantly in response to developments in operations and changing market conditions. The Managing Director and Company Secretary has reported to the Board as to the effectiveness of the Company's management of its material business risks and internal controls.

7.3. Internal Audit

The Company does not have an independent internal audit function. Due to the nature and size of the Company's operations, and the Company's ability to derive substantially all of the benefits of an independent internal audit function in the manner disclosed below, the expense of an independent internal auditor is not considered to be appropriate.

The Audit Committee performs all key elements of an internal audit function, including:

• (a) evaluating and seeking and obtaining reasonable assurance that risk management, control, and governance systems are functioning as intended and will enable the Company's objectives and goals to be met;
• (b) evaluating information security and associated risk exposures;
• (c) evaluating regulatory compliance programmes with consultation from internal and external legal counsel;
• (d) evaluating the Company's preparedness in case of business interruption; and
• (e) providing oversight of the Company's anti-fraud programmes.

The Audit Committee delegates to one or more Senior Executives (as appropriate and applicable) the authority to implement any non-strategic amendments to risk management systems required as a result of changed circumstances, or where the potential for improvement has been identified; reporting all such matters to the Managing Director promptly, and to the Audit Committee/Board for consideration at its next meeting. The Audit Committee may also seek recommendations from appropriate Senior Executives where strategic changes to risk management and internal control processes are required.

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

8.1. Remuneration Committee

The Board has a combined Remuneration and Nomination Committee (established in 2009/2010), which currently comprises independent, Non-Executive Director Malcolm Richmond (as Chairman) and Non-Executive Directors Farooq Khan and Matthew Hammond. 8 Their qualifications, experience and positions in other listed companies are stated in the Company's latest 2016 Annual Report.

The Remuneration and Nomination Committee has a formal charter to prescribe its purpose, key responsibilities, composition, membership requirements, powers and other administrative matters, which includes a remuneration function, with key responsibilities to make recommendations to the Board on policy governing the remuneration benefits of the Managing Director and Executive Directors, including equity-based remuneration and assist the Managing Director to determine the remuneration benefits of senior management and advise on those determinations.

The Remuneration and Nomination Committee Charter may be viewed and downloaded from the Company's website.

The Remuneration and Nomination Committee does not have a majority of independent, Non-Executive Directors, having only one independent member, Committee Chairman Malcolm Richmond. Mr Richmond is the Company's sole independent Director. The Company does not consider it appropriate to appoint further independent Directors to its Board at this time, for reasons set out in more detail in Section 2.7, above.

The number of times that the Remuneration and Nomination Committees met during the Reporting Period, and the individual attendances of Committee members at those meetings, are disclosed in the Company's latest 2016 Annual Report.

8.2. Remuneration Policy

Details of the Company's remuneration policy are contained in the Remuneration Report within the Company's latest 2016 Annual Report.

8.3. Equity Based Remuneration Scheme

The Company has an Employee Share Option Plan (ESOP) which was approved by shareholders at the 2008 AGM held on 6 November 2008. A summary of the terms of the ESOP is set out in Annexure A to Strike's Notice of AGM and Explanatory Statement dated 1 October 2008. The ESOP was subsequently amended on 8 November 2011.

The Company currently has unvested options on issue (to the current Managing Director, former Managing Director and former employees) as outlined in the Remuneration Report within the Company's latest 2016 Annual Report. The Company's policy is to require Director and employee option holders not to enter into transactions in associated products which limit the economic risk of holding unvested options. Also, under the Company's Share Trading Policy, Director and employee option-holders may not:

• (a) hedge or limit their exposure to risk in any unvested options in the Company; or
• (b) use any securities in the Company held by them as security for borrowing or other obligations (including a margin lending facility) without the written consent of the 'Trading Officer'.

The Company's Share Trading Policy may be viewed and downloaded from the Company's website.

8 Until 26 October 2015 the Remuneration and Nomination Committee comprised Malcolm Richmond (as Chairman) and Matthew Hammond.

ASX APPENDIX 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

STRIKE RESOURCES LIMITED

94 088 488 724 30 June 2016

ABN/ARBN Financial year ended

Our Corporate Governance Statement2 (CGS) for the above period above can be found at:3

☐ These pages of our annual report: Not Applicable

This URL on our website:http://strikeresources.com.au/corporate/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 17 October 2016 and has been approved by the Board.

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

Date: 19 October 2016

Name of Director or Secretary authorising lodgement:

Victor Ho Director and Company Secretary

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.

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

2 "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.

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

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	We have followed the recommendation in full forthe whole of the period above. We havedisclosed …	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed…
	PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose:(a)the respective roles and responsibilitiesof its board and management; and(b)those matters expressly reserved to theboard and those delegated tomanagement.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 1.1 of CGS…and information about the respective rolesand responsibilities of our board andmanagement (including those mattersexpressly reserved to the board and thosedelegated to management):at Sections 1.1.1 and 1.1.2	Not Applicable
1.2	A listed entity should:(a)undertake appropriate checks beforeappointing a person, or putting forwardto security holders a candidate forelection, as a director; and(b)provide security holders with all materialinformation in its possession relevant toa decision on whether or not to elect orre-elect a director.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 1.2	Not Applicable
1.3	A listed entity should have a writtenagreement with each director and seniorexecutive setting out the terms of theirappointment.	Not Applicable	an explanationwhy that is so inour CorporateGovernanceStatementat Section 1.3
1.4	The company secretary of a listed entityshould be accountable directly to the board,through the chair, on all matters to do withthe proper functioning of the board.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 1.4	Not Applicable
1.5	A listed entity should:(a)have a diversity policy which includesrequirements for the board or a relevantcommittee of the board to setmeasurable objectives for achievinggender diversity and to assess annuallyboth the objectives and the entity'sprogress in achieving them;(b)disclose that policy or a summary of it;and(c)disclose as at the end of each reportingperiod the measurable objectives forachieving gender diversity set by theboard or a relevant committee of theboard in accordance with the entity'sdiversity policy and its progress towardsachieving them and either:(1) the respective proportions of menand women on the board, in seniorexecutive positions and across thewhole organisation (including howthe entity has defined "seniorexecutive" for these purposes); or(2) if the entity is a "relevant employer"under the Workplace GenderEquality Act, the entity's most recent"Gender Equality Indicators", asdefined in and published under thatAct.	… the fact that we have a diversity policy thatcomplies with paragraph (a):Not Applicable… and the measurable objectives for achievinggender diversity set by the board or a relevantcommittee of the board in accordance withour diversity policy and our progress towardsachieving them:Not Applicable… and the information referred to in paragraphs(c)(1) or (2):in our Corporate Governance Statementat Section 1.5	an explanationwhy that is so inour CorporateGovernanceStatementat Section 1.5

	Corporate Governance Council recommendation	We have followed the recommendation in full forthe whole of the period above. We havedisclosed …	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed…
1.6	A listed entity should:(a) have and disclose a process forperiodically evaluating the performanceof the board, its committees andindividual directors; and(b) disclose, in relation to each reportingperiod, whether a performanceevaluation was undertaken in thereporting period in accordance with thatprocess.	… the evaluation process referred to inparagraph (a):… and the information referred to in paragraph(b):in our Corporate Governance Statementat Section 1.6	Not Applicable
1.7	A listed entity should:(a)have and disclose a process forperiodically evaluating the performanceof its senior executives; and(b)disclose, in relation to each reportingperiod, whether a performanceevaluation was undertaken in thereporting period in accordance with thatprocess.	… the evaluation process referred to inparagraph (a):… and the information referred to in paragraph(b):in our Corporate Governance Statementat Section 1.7	Not Applicable
	PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1) has at least three members, amajority of whom are independentdirectors; and(2) is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reportingperiod, the number of times thecommittee met throughout theperiod and the individualattendances of the members atthose meetings; or(b)if it does not have a nominationcommittee, disclose that fact and theprocesses it employs to address boardsuccession issues and to ensure thatthe board has the appropriate balanceof skills, knowledge, experience,independence and diversity to enable itto discharge its duties andresponsibilities effectively.	If the entity complies with paragraph (a):… the fact that we have a nomination committeethat, as regards paragraph (1), has threemembers but does not have an independentmajority and complies with paragraph (2):in our Corporate Governance Statementat Section 2.2… and a copy of the Charter of the Committee:at this location:http://strikeresources.com.au/corporate/corporate-governance/… and the information referred to in paragraphs(4) and (5):in our Corporate Governance Statementat Section 2.2and 2016 Annual Report (page 9)If the entity complies with paragraph (b):… the fact that we do not have a nominationcommittee and the processes we employ toaddress board succession issues and toensure that the board has the appropriatebalance of skills, knowledge, experience,independence and diversity to enable it todischarge its duties and responsibilitieseffectively:Not Applicable	an explanation whythe nominationcommittee does nothave anindependentmajority is in ourCorporateGovernanceStatementat Section 2.2refer alsoRemuneration andNominationCommittee Charter
2.22.3	A listed entity should have and disclose aboard skills matrix setting out the mix ofskills and diversity that the board currentlyhas or is looking to achieve in itsmembership.A listed entity should disclose:(a)the names of the directors consideredby the board to be independentdirectors;(b)if a director has an interest, position,association or relationship of the typedescribed in Box 2.3 but the board is ofthe opinion that it does not compromise	… our board skills matrix:in our Corporate Governance Statementat Section 2.3… the names of the directors considered by theboard to be independent directors:in our Corporate Governance Statementat Section 2.7… and where applicable, the information referredto in paragraph (b):Not Applicable	Not ApplicableNot Applicable

KEY TO CORPORATE GOVERNANCE DISCLOSURES STRIKE RESOURCES LIMITED

A.B.N. 94 088 488 724

	Corporate Governance Council recommendation	We have followed the recommendation in full forthe whole of the period above. We havedisclosed …	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed…
	association or relationship in questionand an explanation of why the board isof that opinion; and(c)the length of service of each director.	… and the length of service of each director:in our Corporate Governance Statementat Sections 1.3 and 2.4 to 2.7
2.4	A majority of the board of a listed entityshould be independent directors.	… the fact that we follow this recommendation:Not Applicable	an explanation whythat is so in ourCorporateGovernanceStatementat Sections 2.1 and2.7
2.5	The chair of the board of a listed entityshould be an independent director and, inparticular, should not be the same person asthe CEO of the entity.	… the fact that the chair of the board should bean independent director:Not Applicable… the fact that the chair should not be the sameperson as the CEO (equivalent)in our Corporate Governance Statementat Sections 2.4, 2.5 and 2.7	an explanation whythe chair of theboard is not anindependentdirectorat Sections 2.4 and2.7
2.6	A listed entity should have a program forinducting new directors and provideappropriate professional developmentopportunities for directors to develop andmaintain the skills and knowledge needed toperform their role as directors effectively.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 2.8	Not Applicable
	PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors,senior executives and employees; and(b)disclose that code or a summary of it.	… our code of conduct or a summary of it:in our Corporate Governance Statementat Section 3.1and at this location:http://strikeresources.com.au/corporate/corporate-governance/	Not Applicable
	PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all ofwhom are non-executive directorsand a majority of whom areindependent directors; and(2)is chaired by an independentdirector, who is not the chair of theboard,and disclose:(3)the charter of the committee;(4)the relevant qualifications andexperience of the members of thecommittee; and(5)in relation to each reporting period,the number of times the committeemet throughout the period and theindividual attendances of themembers at those meetings; or(b)if it does not have an audit committee,disclose that fact and the processes itemploys that independently verify andsafeguard the integrity of its corporatereporting, including the processes for	If the entity complies with paragraph (a):… the fact that we have an audit committee that,as regards paragraph (1), has three membersbut does not have an independent majorityand complies with paragraph (2):in our Corporate Governance Statement… and a copy of the charter of the committee:at this location:http://strikeresources.com.au/corporate/corporate-governance/… and the information referred to in paragraphs(4) and (5):at this location:at Section 4.1and 2016 Annual Report (pages 6 to 9)	an explanation whythe audit committeedoes not have anindependentmajority is in ourCorporateGovernanceStatementat Section 4.1refer alsoAudit CommitteeCharter

	Corporate Governance Council recommendation	We have followed the recommendation in full forthe whole of the period above. We havedisclosed …	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed…
	the appointment and removal of theexternal auditor and the rotation of theaudit engagement partner.	If the entity complies with paragraph (b):… the fact that we do not have an auditcommittee and the processes we employ thatindependently verify and safeguard theintegrity of our corporate reporting, includingthe processes for the appointment andremoval of the external auditor and therotation of the audit engagement partner:Not Applicable
4.2	The board of a listed entity should, before itapproves the entity's financial statements fora financial period, receive from its CEO andCFO a declaration that, in their opinion, thefinancial records of the entity have beenproperly maintained and that the financialstatements comply with the appropriateaccounting standards and give a true andfair view of the financial position andperformance of the entity and that theopinion has been formed on the basis of asound system of risk management andinternal control which is operating effectively.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 4.2	Not Applicable
4.3	A listed entity that has an AGM shouldensure that its external auditor attends itsAGM and is available to answer questionsfrom security holders relevant to the audit.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Sections 4.3	Not Applicable
	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying withits continuous disclosure obligationsunder the Listing Rules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or asummary of it:in our Corporate Governance Statementat Section 5.1	Not Applicable
	PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide informationabout itself and its governance to investorsvia its website.	… information about us and our governance onour website:at these locations:at Section 6.1and at these locations:http://strikeresources.com.au/http://strikeresources.com.au/corporate/corporate-profile/http://strikeresources.com.au/corporate/corporate-governance/	Not Applicable
6.2	A listed entity should design and implementan investor relations program to facilitateeffective two-way communication withinvestors.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 6.2	Not Applicable
6.3	A listed entity should disclose the policiesand processes it has in place to facilitate andencourage participation at meetings ofsecurity holders.	… our policies and processes for facilitating andencouraging participation at meetings ofsecurity holders:in our Corporate Governance Statementat Section 6.3	Not Applicable
6.4	A listed entity should give security holdersthe option to receive communications from,and send communications to, the entity andits security registry electronically.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 6.4	Not Applicable

A.B.N. 94 088 488 724

	Corporate Governance Council recommendation	We have followed the recommendation in full forthe whole of the period above. We havedisclosed …	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed…
	PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:(a)have a committee or committees tooversee risk, each of which:(1) has at least three members, amajority of whom are independentdirectors; and(2) is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reportingperiod, the number of times thecommittee met throughout theperiod and the individualattendances of the members atthose meetings; or(b)if it does not have a risk committee orcommittees that satisfy (a) above,disclose that fact and the processes itemploys for overseeing the entity's riskmanagement framework.	If the entity complies with paragraph (a):… the fact that we have a committee orcommittees to oversee risk that comply withparagraphs (1) and (2):Not Applicable… and a copy of the charter of the committee:Not Applicable… and the information referred to in paragraphs(4) and (5):Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have a risk committeeor committees that satisfy (a) and theprocesses we employ for overseeing our riskmanagement framework:in our Corporate Governance Statementat Section 7.1	an explanation whythat is so in ourCorporateGovernanceStatementat Section 7.1refer also:Audit CommitteeCharter
7.2	The board or a committee of the boardshould:(a)review the entity's risk managementframework at least annually to satisfyitself that it continues to be sound; and(b)disclose, in relation to each reportingperiod, whether such a review has takenplace.	… the fact that board or a committee of theboard reviews the entity's risk managementframework at least annually to satisfy itself that itcontinues to be sound:Not Applicable… and that such a review has taken place in thereporting period covered by this Appendix 4G:Not Applicable	an explanation whythat is so in ourCorporateGovernanceStatementat Section 7.1
7.37.4	A listed entity should disclose:(a)if it has an internal audit function, howthe function is structured and what roleit performs; or(b)if it does not have an internal auditfunction, that fact and the processes itemploys for evaluating and continuallyimproving the effectiveness of its riskmanagement and internal controlprocesses.A listed entity should disclose whether it hasany material exposure to economic,environmental and social sustainability risks	If the entity complies with paragraph (a):… how our internal audit function is structuredand what role it performs:Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have an internal auditfunction and the processes we employ forevaluating and continually improving theeffectiveness of our risk management andinternal control processes:in our Corporate Governance Statementat Section 7.3… whether we have any material exposure toeconomic, environmental and socialsustainability risks and, if we do, how we	an explanation whythat is so in ourCorporateGovernanceStatementat Section 7.3Not Applicable
	and, if it does, how it manages or intends tomanage those risks.	manage or intend to manage those risks:in our Corporate Governance Statementat Section 7.2

	Corporate Governance Council recommendation	We have followed the recommendation in full forthe whole of the period above. We havedisclosed …	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed…
	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, amajority of whom are independentdirectors; and(2)is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reportingperiod, the number of times thecommittee met throughout theperiod and the individualattendances of the members atthose meetings; or(b)if it does not have a remunerationcommittee, disclose that fact and theprocesses it employs for setting thelevel and composition of remunerationfor directors and senior executives andensuring that such remuneration isappropriate and not excessive.	If the entity complies with paragraph (a):… the fact that we have a remunerationcommittee that, as regards paragraph (1), hasthree members but does not have anindependent majority and complies withparagraph (2):in our Corporate Governance Statementat Section 8.1… and a copy of the charter of the committee:at this location:http://strikeresources.com.au/corporate/corporate-governance/… and the information referred to in paragraphs(4) and (5):in our Corporate Governance Statementat Section 8.1and in the 2016 Annual Report (at page9)If the entity complies with paragraph (b):… the fact that we do not have a remunerationcommittee and the processes we employ forsetting the level and composition ofremuneration for directors and seniorexecutives and ensuring that suchremuneration is appropriate and notexcessive:Not Applicable	an explanation whythe remunerationcommittee does nothave anindependentmajority is in ourCorporateGovernanceStatementat Section 8.1refer alsoRemuneration andNominationCommittee Charter
8.2	A listed entity should separately disclose itspolicies and practices regarding theremuneration of non-executive directors andthe remuneration of executive directors andother senior executives.	… separately our remuneration policies andpractices regarding the remuneration of nonexecutive directors and the remuneration ofexecutive directors and other seniorexecutives:in our Corporate Governance Statementat Section 8.2and in the Remuneration Report withinthe 2016 Annual Report (at pages 10 to14)	Not Applicable
8.3	A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participantsare permitted to enter into transactions(whether through the use of derivativesor otherwise) which limit the economicrisk of participating in the scheme; and(b)disclose that policy or a summary of it.	… our policy on this issue or a summary of it:in our Corporate Governance Statementat Section 8.3and Share Trading Policy athttp://strikeresources.com.au/corporate/corporate-governance/	Not Applicable