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UNITY METALS LIMITED — Governance Information 2026
Mar 29, 2026
65980_rns_2026-03-29_fb04bd0c-f63b-457b-8085-5ab4da23845e.pdf
Governance Information
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ACN 678 776 899
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
The Board is responsible for establishing the Company’s corporate governance framework, the key features of which are set out below. In establishing its corporate governance framework, the Board has referred to the 4th edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.
In accordance with ASX Listing Rule 4.10.3, the corporate governance statement discloses the extent to which the Company follows the recommendations. The Company will follow each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where the Company’s corporate governance practices will follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. In compliance with the “if not, why not” reporting regime, where, after due consideration, the Company’s corporate governance practices will not follow a recommendation, the Board has explained its reasons for not following the recommendation and disclosed what, if any, alternative practices the Company will adopt instead of those in the recommendation.
This corporate governance statement is current as of 27 March 2026 and has been approved by the Board.
The following governance-related documents can be found on the Company’s website at https:// www.unitymetals.com.au/about-us/corporate-governance:
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(a) Board Charter;
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(b) Statement of Values;
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(c) Code of Conduct;
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(d) Audit and Risk Committee Charter;
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(e) Remuneration and Nomination Committee Charter;
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(f) Remuneration Policy;
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(g) Performance Evaluation Policy
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(h) Continuous Disclosure Policy;
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(i) Risk Management Policy;
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(j) Securities Trading Policy;
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(k) Diversity Policy;
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(l) Privacy Policy;
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(m) Shareholder Communications Policy;
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(n) Environmental, Social and Governance Policy;
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(o) Anti-Bribery and Corruption Policy;
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(p) Whistleblower Policy
Unity Metals Limited – Corporate Governance Statement 2025
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
ASX Principle and Recommendation
Compliance Commentary
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a board charter setting out:
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the respective roles and responsibilities of its board and management; and
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those matters expressly reserved to the board and those delegated to management.
Yes
The Board has adopted a Board Charter which discloses the roles and responsibilities of the Board and senior management.
Under the Board Charter, the board is responsible for the overall operation and stewardship of the Company and, in particular, for the long-term growth and profitability of the Company, the strategies, policies and financial objectives of the Company and for monitoring the implementation of those policies, strategies and financial objectives.
The Board Charter is available on the Company’s website: www.unitymetals.com.au .
Recommendation 1.2
A listed entity should:
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undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and
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provide security holders with all material information in its possession relevant to a decision on whether or not to elect or reelect a director.
Yes
The Company undertakes appropriate checks of candidates prior to their appointment or nomination for election by shareholders. This includes the persons education, experience, disqualification from holding certain offices, bankruptcy history and criminal record.
The Company will include in its notices of meeting a brief biography of each director who stands for election or re-election.
The biography will set out the relevant qualifications and professional experience of the nominated director for consideration by shareholders. This information will also be included on Unity Metals’ website: www.unitymetals.com.au .
Unity Metals Limited – Corporate Governance Statement 2025
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
ASX Principle and Recommendation Compliance Commentary Recommendation 1.3 Yes The Company has a written agreement with each director and senior executive setting out A listed entity should have a written the key terms of their appointment. agreement with each director and senior executive setting out the The material terms of any employment or terms of their appointment. service agreement with the Company, entered into with its Managing Director and Corporate Director have been disclosed in accordance with ASX Listing Rule 3.16.4 (taking into consideration the exclusions from disclosure outlined in that rule).
Each non-executive Director is engaged under a letter of appointment. Recommendation 1.4 Yes Details of the company secretary are set out in the 2025 Annual Report. The appointment and The company secretary of a listed removal of a company secretary is a matter for entity should be accountable directly decision by the board. to the board, through the chair, on all matters to do with the proper The company secretary reports directly and is functioning of the board. accountable to the board, through the Chair on all matters to do with the proper functioning of the board as outlined in the Company’s Board Charter.
The company secretary advises and supports the board members on general governance matters, implements adopted governance procedures and coordinates circulation of meeting agendas and papers.
Recommendation 1.5
A listed entity should:
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have and disclose a diversity policy;
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through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and
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disclose in relation to each reporting period:
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the measurable objectives set for that period to achieve gender diversity;
No The board is committed to promoting equality and diversity in the workplace and aims to be an organisation where diversity is valued, respected and celebrated. All decisions relating to employees will be based strictly on merit, without regard to gender, ethnicity, age, relationship status or any other irrelevant factor not applicable to the position.
The Company has a Diversity Policy which sets out the Company’ beliefs, objectives and strategies with respect to diversity.
Having regard to the size of the Company’s operations and the number of employees and personnel at present, the board has determined not to formally adopt any measurable targets/objectives at this stage and
Unity Metals Limited - Corporate Governance Statement 2025
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
ASX Principle and Recommendation
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the entity’s progress towards achieving those objectives; and
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either:
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i. the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes): or
Compliance Commentary
will reassess this position as the Company’s operations grow and evolve.
The respective proportions of men and women on the board, in senior executive positions and across the whole organisation at 31 December 2025 are set out in the following table.
| Proportion of Women |
Proportion of Women |
|---|---|
| Whole organisation | 1 out of 8(13%) |
| Senior executives | 0 out of 4(0%) |
| Board | 0 out of 4(0%) |
The Diversity Policy is available on the Company’s website: www.unitymetals.com.au .
- ii. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.
Recommendation 1.6
A listed entity should:
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have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
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disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.
No
The Chair is responsible for evaluation of the Board and, when deemed appropriate, Board committees and individual directors in accordance with the process disclosed in the Company’s Performance Evaluation Policy.
Each of the directors (including the Chair) completes a questionnaire and the Chair discusses the responses to the questionnaire with the Board on a round-table basis.
The Chair is reviewed on this basis by the rest of the Board. Where a Board member also performs an executive role the review also addresses the directors’ executive role.
The Performance Evaluation Policy is available on the Company’s website: www.unitymetals.com.au .
During the reporting period, there were no performance evaluations of the board, its committees and individual directors undertaken because the Company was not admitted to the ASX until January 2026.
Unity Metals Limited - Corporate Governance Statement 2025
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
Recommendation 1.7
A listed entity should:
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have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and
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disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.
No
The Managing Director is responsible for evaluating the performance of the Company’s senior executives in accordance with the process disclosed in the Company’s Performance Evaluation Policy.
The performance of senior executives is evaluated on an ongoing basis to ensure alignment with the Company’s corporate objectives.
During the reporting period, there were no performance evaluations undertaken of its senior executives because the Company was not admitted to the ASX until January 2026.
Principle 2: Structure the board to be effective and add value
Recommendation 2.1
The board of a listed entity should
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have a nomination committee which:
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has at least three members, a majority of whom are independent directors; and
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is chaired by an independent director, and disclose:
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the charter of the committee;
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the members of the committee; and
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as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
No
The Company has established a Remuneration and Nomination Committee comprising two non-executive directors.
The board considers that the Company is not currently of a size, nor are its affairs of such complexity, sufficient to justify having a separate remuneration committee comprised of at least 3 independent non-executive directors.
The Remuneration and Nomination Committee’s Charter has been approved by the board and is available on the Company’s website: www.unitymetals.com.au.
During the reporting period, there were no nomination committee meetings because the Company was not admitted to the ASX until January 2026.
- if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to
Unity Metals Limited - Corporate Governance Statement 2025
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
enable it to discharge its duties and responsibilities effectively.
Recommendation 2.2
A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.
Yes
The Company believes that the board has the appropriate mix of skills, expertise and independence to facilitate successful strategic direction. The board members have a high level of experience and expertise in the resources sector.
The Board Skills matrix for the current board is set out in detail in the Company’s 2025 Annual Report. The board considers that the mix of skills is appropriate for the Company’s current circumstances.
As the Company’s circumstances change, it will continue to re-assess its composition, as appropriate.
Recommendation 2.3
A listed entity should disclose:
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the names of the directors considered by the board to be independent directors;
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if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and
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the length of service of each director.
Recommendation 2.4
A majority of the board of a listed entity should be independent directors.
Yes
No
The board considers the independence of directors having regard to the relationships listed in Box 2.3 of the Principles & Recommendations.
During the reporting period, the board considers that Mr Andrew Wright and Mr Mark Ashall to be the independent directors because they are not a member of management, they are free of any business or other relationship that could materially interfere with the independent exercise of their judgement and consistently make decisions that are in the best interests of the Company.
Details of the directors’ interests, positions, associations and relationships are disclosed in the Company’s 2025 Annual Report.
The length of service of each director is set out in the table below:
| Director | Appointment Date |
Period of Office |
|---|---|---|
| Andrew Wright | 26/09/2024 | Fullyear |
| Mark Ashall | 10/10/2024 | Fullyear |
During the reporting period, due to the size and scale of the Company's current activities, the Board does not consist of a majority of independent Directors as two of the Company’s four Directors are Executive Directors.
To facilitate independent decision-making, the Board has agreed procedures for Directors to
Unity Metals Limited - Corporate Governance Statement 2025
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
have access in appropriate circumstances to independent professional advice. As The Company grows and its circumstances change, the board will consider the appointment of additional independent Directors. Recommendation 2.5 Yes The Chairman of the Company is an independent director and is not the CEO/MD. The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO/MD of the entity. Recommendation 2.6 Yes The Company has a process to induct and educate new directors about the nature of the A listed entity should have a program Company’s business, current issues, the for inducting new directors and for corporate strategy and the expectations of the periodically reviewing whether there Company concerning the performance of is a need for existing directors to directors. directors may visit all operations and undertake professional development meet with management to gain a better to maintain the skills and knowledge understanding of the business. needed to perform their role as directors effectively. In order to achieve continuing improvement in board performance, all directors are encouraged to undergo continual professional development to update and enhance their skills and knowledge.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1 Yes The Company’s values are articulated in its Statement of Values. A listed entity should articulate and disclose its values. The Company is committed to instilling and continually reinforcing a culture across the organisation of acting lawfully, ethically and responsibly. This is encapsulated in the Company’s Code of Conduct, which apply to Directors and the employees of the Company and where relevant and to the extent possible, consultants, secondees and contractors of the Company. The Statement of Values and Code of Conduct are available on its website: www.unitymetals.com.au .
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
| Recommendation 3.2 | Yes | The Company is committed to promoting good |
|---|---|---|
| A listed entity should: | corporate conduct grounded by strong ethics and responsibility. |
|
| • have and disclose a code of conduct for its directors, senior executives and employees; and |
The Company has established a Code of Conduct which sets out the standards with which the directors and employees of the |
|
| • ensure that the board or a | Company and where relevant and to the extent | |
| committee of the board is | possible, consultants, secondees and | |
| informed of any material | contractors of the Company, are expected to | |
| breaches of that code. | comply in relation to the affairs of the | |
| Company’s business. | ||
| In accordance with the Company’s Board | ||
| Charter, any and all material or suspected | ||
| breaches of the Code of Conduct Policy will be | ||
| reported to the board or a relevant committee | ||
| of the board upon identification. | ||
| Recommendation 3.3 | Yes | The Company is committed to maintaining a |
| A listed entity should: | positive culture of openness, responsible corporate governance and ethical behaviour |
|
| • have and disclose a | where Company employees are able to report | |
| whistleblower policy; and | incidents of corrupt, illegal or unethical work | |
| • ensure that the board or | related conduct without fear of reprisal. | |
| committee of the board is informed of any material incidents reported under that policy. |
Accordingly, the Company has adopted a Whistleblower Policy. In accordance with the Company’s Board Charter, any and all material or suspected breaches of the Whistleblower |
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| Policy will be reported to the Board or a | ||
| relevant committee of the Board upon | ||
| identification. | ||
| The Whistleblower Policy is available on the | ||
| Company’s website:www.unitymetals.com.au. | ||
| Recommendation 3.4 | Yes | The Company has adopted an Anti-bribery and |
| A listed entity should: | Corruption Policy. The Anti-bribery and Corruption Policy is available on the Company’s |
|
| • have and disclose an anti-bribery | website:www.unitymetals.com.au. | |
| and corruption policy; and | In accordance with the Company’s Board | |
| • ensure that the board or a | Charter, any and all material or suspected | |
| committee of the board is | breaches of the Anti-bribery and Corruption | |
| informed of any material | Policy will be reported to the board or a | |
| breaches of that policy. | relevant committee of the board via the Chair | |
| upon identification. |
Unity Metals Limited - Corporate Governance Statement 2025
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The board of a listed entity should:
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have an audit committee which:
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has at least three members, all of whom are nonexecutive directors and a majority of whom are independent directors; and
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is chaired by an independent director, who is not the chair of the board,
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and disclose:
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the charter of the committee;
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the relevant qualifications and experience of the members of the committee; and
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in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
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if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.
No
The Company has a joint Audit and Risk Management Committee which is responsible for overseeing the integrity of the Company’s statutory financial reporting, reviewing the independence and performance of the external auditor, approving external audit fees and responsible for Risk and Compliance review activities.
The Audit and Risk Management Committee comprises two non-executive Directors.
The board considers that the Company is not currently of a size, nor are its affairs of such complexity, sufficient to justify having an audit committee comprised of at least 3 nonexecutive directors.
The Chair of the Committee is an independent non-executive director who is not Chair of the board.
The Company will report periodically on the number of times the Audit and Risk Management Committee met throughout the period and the individual attendances of the members at those meetings.
During the reporting period, there were no audit committee meetings because the Company was not admitted to the ASX until January 2026.
The Audit and Risk Management Committee Charter is available on the Company’s website: www.unitymetals.com.au .
Recommendation 4.2
The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and
Yes
The Company will obtain declarations from its CEO/MD and CFO before its financial statements are approved substantially in the form referred to in Recommendation 4.2.
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
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 entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
| Recommendation 4.3 | Yes | In addition to the Company’s periodic |
|---|---|---|
| A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. |
corporate reports that are audited or reviewed by the Company's external auditor, the Company publishes other periodic corporate reports that are not audited or reviewed. The Company through an effective system of internal controls, review and approval satisfies |
|
| itself that these reports are materially accurate, | ||
| balanced and provide investors with | ||
| appropriate information to make informed | ||
| investment decisions by implementing the | ||
| appropriate procedures, communication | ||
| processes and internal controls. | ||
| This process is intended to ensure that all | ||
| applicable laws, regulations and company | ||
| policies have been complied with, the | ||
| preparation of the corporate reports are | ||
| undertaken by qualified personnel and the | ||
| appropriate approvals are obtained before a | ||
| report is released to the market. |
| Principle 5: Make timely | Principle 5: Make timely | and balanced disclosure |
|---|---|---|
| Recommendation 5.1 | Yes | The Company has established written policies |
| A listed entity should have and disclose a written policy for complying with its continuous |
and procedures for complying with its continuous disclosure obligations under the ASX Listing Rules. |
|
| disclosure obligations under the | The Company is committed to observing its | |
| listing rule 3.1. | disclosure obligations under the Corporations | |
| Act and its obligations under the Listing Rules. | ||
| All announcements provided to ASX will comply | ||
| with Chapter 5 of the Listing Rules and will be | ||
| posted on The Company’s website: | ||
| www.unitymetals.com.au. | ||
| Recommendation 5.2 | Yes | The Company will ensure that its board shall |
| A listed entity should ensure that its board receives copies of all material market announcements promptly |
receive copies of all material market announcements before and promptly after they have been lodged with the ASX. |
|
| after they have been made. |
Unity Metals Limited - Corporate Governance Statement 2025
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
Recommendation 5.3 Yes The Company will release a copy of presentation materials on the ASX Market A listed entity that gives a new and Announcements Platform prior to any substantive investor or analyst presentations made. All presentation materials presentation should release a copy provided to the ASX will be posted on the of presentation material on the ASX Company’s website: www.unitymetals.com.au . Market Announcements Platform ahead of the presentation.
Principle 6: Respect the rights of security holders
Recommendation 6.1 Yes Information about the Company, including its corporate governance and copies of its various A listed entity should provide corporate governance policies and charters, is information about itself and its available on the Company’s website: governance to investors via its www.unitymetals.com.au . website. Recommendation 6.2 Yes The board has established a Communications Policy, the purpose of which is to ensure the A listed entity should have an Company: investor relations program that facilitates effective two-way • provides timely and accurate information communication with investors.
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provides timely and accurate information equally to all Shareholders and market participants regarding the Company including its financial situation, performance, ownership, strategies, activities and governance; and
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adopts channels for disseminating information that are fair, timely and cost efficient.
The Company will communicate with its Shareholders:
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following admission to ASX, through releases to the market via the ASX;
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through the Company’s website;
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through information provided directly to shareholders; and
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via general meetings.
Recommendation 6.3
A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.
Yes
The Company supports shareholder participation in general meetings and will seek to provide appropriate mechanisms for such participation, including by ensuring that meetings are held at convenient times and places to encourage shareholder participation.
In preparing for general meetings the Company will draft the notice of meeting and related explanatory information so that they provide all of the information that is relevant to
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
| Shareholders in making decisions on matters to | ||
|---|---|---|
| be voted on by them at the meeting. This | ||
| information will be presented clearly and | ||
| concisely so that it is easy to understand and | ||
| not ambiguous. | ||
| The Company will use general meetings as a | ||
| tool to effectively communicate with | ||
| shareholders and allow shareholders a | ||
| reasonable opportunity to ask questions and to | ||
| otherwise participate in the meeting. | ||
| Mechanisms for encouraging and facilitating | ||
| shareholder participation will be reviewed | ||
| regularly to encourage a high level of | ||
| shareholder participation. | ||
| Recommendation 6.4 | Yes | The Chair will call for a poll on all substantive |
| A listed entity should ensure that all substantive resolutions at a meeting |
resolutions at a meeting rather than voting by a show of hands. |
|
| of security holders are decided by a | The Company’s practice at general meetings is | |
| poll rather than by a show of hands. | to read out and/or display the proxy votes | |
| received for each resolution, at the time of | ||
| voting. This ensures that shareholders present | ||
| at the meeting are kept informed as to the level | ||
| of support for each resolution. | ||
| The Company’s Constitution provides a right for | ||
| shareholders to call for a poll on a resolution at | ||
| a general meeting. | ||
| Recommendation 6.5 | Yes | The Company considers that communicating |
| A listed entity should give security holders the option to receive communications from and send |
with shareholders by electronic means is an efficient way to distribute information in a timely and convenient manner. |
|
| communications to, the entity and its | Shareholders have the option to receive | |
| security registry electronically. | communications from the Company | |
| electronically and the Company encourages | ||
| them to do so. |
Principle 7: Recognise and manage risk
Recommendation 7.1 No The Company’s Audit and Risk Management Committee is responsible for overseeing risk The board of a listed entity should: management of the Company. • have a committee or committees to The Audit and Risk Management Committee oversee risk, each of which: comprises two non-executive Directors.
- has at least three members, a majority of whom are independent directors; and
The board considers that the Company is not currently of a size, nor are its affairs of such complexity, sufficient to justify having an
Unity Metals Limited - Corporate Governance Statement 2025
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CORPORATE GOVERNANCE STATEMENT 2025
UNITY METALS LIMITED
-
is chaired by an independent director,
- and disclose:
-
the charter of the committee;
-
the members of the committee; and
-
as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
-
if it does not have a Risk Management Committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.
Recommendation 7.2
The board or a committee of the board should:
-
review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and
-
disclose, in relation to each reporting period, whether such a review has taken place.
Recommendation 7.3
A listed entity should disclose:
-
if it has an internal audit function, how the function is structured and what role it performs; or
-
if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk
No
No
audit committee comprised of at least 3 nonexecutive directors.
The Chair of the Committee is an independent non-executive director who is not Chair of the board.
The Audit and Risk Management Committee will be guided by the Risk Management Policy for the Company.
During the reporting period, there were no audit committee meetings because the Company was not admitted to the ASX until January 2026.
The Audit and Risk Management Committee Charter is available on the Company’s website: www.unitymetals.com.au .
The board is responsible for risk oversight and the management and internal control of the processes by which risk is considered, for both ongoing operations and prospective actions.
The board will review the Company’s risk management framework on an annual basis to ensure the Company’s risk management framework continues to be effective.
During the reporting period, the review of the Company’s risk management framework was not undertaken because the Company’s risk management framework was only adopted by the board on 20 August 2025.
The Company does not have an internal audit function at this stage. The board considers that, given the current size and scope of the Company’s operations, an internal audit function is not necessary.
The board, as a whole oversees the effectiveness of risk management and internal control processes.
Further details of the processes the Company employs for evaluating and continually improving the effectiveness of its
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
management and internal control risk management and internal control processes. processes are set out in the Company’s Risk Management Policy, which is available on the Company’s website: www.unitymetals.com.au .
The board intends to reconsider the requirement for and benefits of an internal audit function as the Company’s operations grow and evolve.
Ther Company’s primary activity is the exploration and development of its projects located in eastern Cambodia.
Recommendation 7.4
Yes
A listed entity should disclose whether located in eastern Cambodia. it has any material exposure to environmental or social risks and, if it These activities expose the Company to does, how it manages or intends to operational, economic, environmental and manage those risks. social sustainability risks similar to those faced by all other participants in the mining and exploration industries in Cambodia.
The Directors Report contained in the 2025 Annual Report discloses the material risks affecting the Company.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The board of a listed entity should:
-
have a remuneration committee which:
-
has at least three members, a majority of whom are independent directors; and
-
is chaired by an independent director, and disclose:
-
the charter of the committee;
-
the members of the committee; and
-
as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
-
if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of
No
The Company has established a Remuneration and Nomination Committee comprising two non-executive directors.
The board considers that the Company is not currently of a size, nor are its affairs of such complexity, sufficient to justify having a remuneration committee comprised of at least 3 independent non-executive directors.
The Remuneration and Nomination Committee’s Charter is available on the Company’s website: www.unitymetals.com.au.
The Company’s Remuneration Policy sets out the current processes the Committee employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. The Policy is available on the Company’s website: www.unitymetals.com.au .
During the reporting period, there were no remuneration committee meetings because
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UNITY METALS LIMITED
CORPORATE GOVERNANCE STATEMENT 2025
remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.
Recommendation 8.2
A listed entity should separately disclose its policies and practices regarding the remuneration of nonexecutive directors and the remuneration of executive directors and other senior executives.
Recommendation 8.3
A listed entity which has an equitybased remuneration scheme should:
-
have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and
-
disclose that policy or a summary of it.
Yes
Yes
the Company was not admitted to the ASX until January 2026.
The Remuneration Report contained in the 2025 Annual Report discloses the remuneration paid or provided to Directors and senior executives annually.
The Company’s Remuneration Report contained in the 2025 Annual Report discloses and distinguishes between nonexecutive directors and the remuneration of executive directors and other senior executives.
The Company’s policies and practices regarding the remuneration of non-Executive Directors and senior executives are set out in the Company’s Remuneration Policy. The Policy is available on the Company’s website: www.unitymetals.com.au .
The Company’s Remuneration Policy provides that no director or member of senior management (including any employee who is a restricted employee under the Company’s Securities Trading Policy) who participates in an equity-based remuneration scheme established by the Company may enter into any transaction designed to limit the economic risk of participating in the equity-based remuneration scheme.
The Remuneration Policy is available on the Company’s website: www.unitymetals.com.au .
Unity Metals Limited - Corporate Governance Statement 2025
15
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
UNITY METALS LIMITED
| ABN 40 678 776 899 |
Financial year ended: |
|---|---|
| 40 678 776 899 | 31 December 2025 |
Our corporate governance statement[1] for the period above can be found at:[2]
These pages of our ☐ annual report: This URL on our ☒ http://www.unity metals.com.au/about-us/corporate-governance/ website:
The Corporate Governance Statement is accurate and up to date as at 27 March 2026 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.[3]
Date: 27 March 2026 Name of authorised officer Frank DeMarte authorising lodgement:
1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 1
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. |
☒and we have disclosed a copy of our board charter at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy - Board Charter) |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.2 | A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.4 | The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. |
☒ |
☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).
5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Page 2
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 1.5 | A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. |
☐and we have disclosed a copy of our diversity policy at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy – Diversity Policy) and we have disclosed the information referred to in paragraph (c) at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Statement 2025) and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. |
☒set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.6 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
☐and we have disclosed the evaluation process referred to in paragraph (a) at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy – Performance Evaluation) and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Statement 2025) |
☒set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 3
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 1.7 | A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
☐and we have disclosed the evaluation process referred to in paragraph (a) at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy – Performance Evaluation) and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Statement 2025) |
☒set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 4
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE | |||
| 2.1 | The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. |
☐[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy – Risk & Nomination Committee Charter) and the information referred to in paragraphs (4) and (5) at: http://www.unity metals.com.au/news-release/financial-reports/ (Annual Report 2025 at page 18) [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively at: …………………………………………………………………………….. [insert location] |
☒set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. |
☒and we have disclosed our board skills matrix at: http://www.unity metals.com.au/news-release/financial-reports/ (Annual Report 2025 at page 18) |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 5
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 2.3 | A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. |
☒and we have disclosed the names of the directors considered by the board to be independent directors at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Statement 2025) and, where applicable, the information referred to in paragraph (b) at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Statement 2025) and the length of service of each director at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Statement 2025) |
☐set out in our Corporate Governance Statement |
| 2.4 | A majority of the board of a listed entity should be independent directors. |
☐ |
☒set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 2.5 | The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 2.6 | A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 6
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | |||
| 3.1 | A listed entity should articulate and disclose its values. | ☒http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy - Statement of Values) |
☐set out in our Corporate Governance Statement |
| 3.2 | A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code. |
☒and we have disclosed our code of conduct at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy - Code of Conduct) |
☐set out in our Corporate Governance Statement |
| 3.3 | A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. |
☒and we have disclosed our whistleblower policy at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy - Whistleblower) |
☐set out in our Corporate Governance Statement |
| 3.4 | A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy. |
☒and we have disclosed our anti-bribery and corruption policy at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy - Anti-bribery and Corruption) |
☐set out in our Corporate Governance Statement |
Page 7
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS | |||
| 4.1 | The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. |
☐[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy – Audit and Risk Committee Charter) and the information referred to in paragraphs (4) and (5) at: http://www.unity metals.com.au/news-release/financial-reports/ (Annual Report 2025 at page 18) [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: …………………………………………………………………………….. [insert location] |
☒set out in our Corporate Governance Statement |
| 4.2 | The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity 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 entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. |
☒ |
☐set out in our Corporate Governance Statement |
| 4.3 | A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. |
☒ |
☐set out in our Corporate Governance Statement |
Page 8
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE | |||
| 5.1 | A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. |
☒and we have disclosed our continuous disclosure compliance policy at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy - Continuous Disclosure) |
☐set out in our Corporate Governance Statement |
| 5.2 | A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
☒ |
☐set out in our Corporate Governance Statement |
| 5.3 | A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. |
☒ |
☐set out in our Corporate Governance Statement |
| PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
| 6.1 | A listed entity should provide information about itself and its governance to investors via its website. |
☒and we have disclosed information about us and our governance on our website at: http://www.unity metals.com.au |
☐set out in our Corporate Governance Statement |
| 6.2 | A listed entity should have an investor relations program that facilitates effective two-way communication with investors. |
☒ |
☐set out in our Corporate Governance Statement |
| 6.3 | A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
☒and we have disclosed how we facilitate and encourage participation at meetings of security holders at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy - Shareholder Communication) |
☐set out in our Corporate Governance Statement |
| 6.4 | A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. |
☒ |
☐set out in our Corporate Governance Statement |
| 6.5 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
☒ |
☐set out in our Corporate Governance Statement |
Page 9
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 7 – RECOGNISE AND MANAGE RISK | |||
| 7.1 | The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. |
☐[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy - Audit and Risk Committee Charter) and the information referred to in paragraphs (4) and (5) at: http://www.unity metals.com.au/news-release/financial-reports/ (Annual Report 2025 at page 18) [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: …………………………………………………………………………….. [insert location] |
☒set out in our Corporate Governance Statement |
| 7.2 | The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place. |
☐and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Statement 2025) |
☒set out in our Corporate Governance Statement |
Page 10
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 7.3 | A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes. |
☐[If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Statement 2025) |
☒set out in our Corporate Governance Statement |
| 7.4 | A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. |
☒and we have disclosed whether we have any material exposure to environmental and social risks at: http://www.unity metals.com.au/news-release/financial-reports/ (Annual Report 2025 at page 12) and, if we do, how we manage or intend to manage those risks at: …………………………………………………………………………….. [insert location] |
☐set out in our Corporate Governance Statement |
Page 11
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY | |||
| 8.1 | The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. |
☐[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: http://www.unity metals.com.au/news-release/financial-reports/ (Annual Report 2025 at page 18) [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: …………………………………………………………………………….. [insert location] |
☒set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. |
☒and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: http://www.unity metals.com.au/news-release/financial-reports/ (Annual Report 2025 at page 20) |
☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 8.3 | A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. |
☒and we have disclosed our policy on this issue or a summary of it at: http://www.unity metals.com.au/about-us/corporate-governance/ (Corporate Governance Policy - Securities Trading) |
☐set out in our Corporate Governance StatementOR ☐we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | |||
| 9.1 | A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. |
☐and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location] |
☐set out in our Corporate Governance Statement OR ☒we do not have a director in this position and this recommendation is therefore not applicable OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 9.2 | A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. |
☐ |
☐set out in our Corporate Governance StatementOR ☒we are established in Australia and this recommendation is therefore not applicable OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 9.3 | A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. |
☐ |
☐set out in our Corporate Governance StatementOR ☒we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable |
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | |||
| - | Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. |
☐and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location] |
☐set out in our Corporate Governance Statement |
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ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| - | Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. |
☐and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location] |
☐set out in our Corporate Governance Statement |
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