WA1 RESOURCES LTD — Governance Information 2022

Feb 3, 2022

ABN 51 646 878 631

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Corporate Governance Statement

For the Financial Year Ending 30 June 2021

This Corporate Governance Statement is current as at 30 June 2021 and has been approved by the Board of WA1 Resources Ltd ( the Company ) on 22 November 2021.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what, if any, alternative governance practices were adopted in lieu of the recommendation during that period.

The Company’s Corporate Governance Policies are available on the Company’s website at www.wa1.com.au.

www.wa1.com.au

Recommendations (4th Edition)	Comply	Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should have and disclose a charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.	Yes	The Company has adopted a Board Charter that sets out the functions of the Board including specific roles and responsibilities of the Board and its committees (when established), the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and responsibilities of the Chair and Company Secretary, Directors’ access to Company records and information, details of the Board’s relationship with management and details of the Board’s performance review. A copy of the Company’s Board Charter is available in the Corporate Governance section on the Company’s website.
Recommendation 1.2 A listed entity should: undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and provide security holders with all material information relevant to a decision on whether or not to elect or re- elect a Director.	Yes	The Company has adopted a People and Remuneration Committee Charter that provides guidelines for the selection, appointment and remuneration of the Board, Senior Management and employees and the provision of relevant information to shareholders. The People and Remuneration Committee Charter requires that prior to appointing a director or recommending a new candidate for election as a director, that appropriate checks are undertaken as to the person’s character, experience, education, criminal record and bankruptcy history. The Company has undertaken, and will continue to undertake these checks as part of the process of appointing a director or recommending a new candidate for election as a director. The People and Remuneration Committee Charter also requires that prior to recruitment of Senior Management, similar checks are undertaken. The People and Remuneration Committee Charter, requires monitoring and public reporting of remuneration policies and arrangements for the Managing Director, members of Senior Management and the Board. The People and Remuneration Committee Charter, requires that all material information relevant to a decision on whether or not to elect or re-elect a director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a director. The Company will ensure that such information will be provided to security holders.
Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.	Yes	The Company has adopted a People and Remuneration Committee Charter that requires the Company to ensure that each director and member of Senior Management is a party to a written agreement with the Company which sets out the terms of that director’s or manager’s appointment. The Company has written agreements with each of its directors.

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition)	Comply	Explanation
Recommendation 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.	Yes	The Company has adopted a Board Charter that outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary reports to the Board through the Chair and is responsible for monitoring the extent that Board policy and procedures are followed, and coordinating the timely completion and dispatch of Board agenda and briefing material. All directors have access to the Company Secretary.
Recommendation 1.5 A listed entity should: have a diversity policy which includes requirements for the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; disclose that policy or a summary or it; and disclose as at the end of each reporting period: (i) the measurable objectives for achieving gender diversity set by the Board in accordance with the entity’s diversity policy and its progress towards achieving them; and (ii) either: (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (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 the Workplace Gender Equality Act.	Partially	The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect of gender diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives, when considered appropriate, and to assess annually both the objectives, if any have been set, and the Company’s progress in achieving them. A copy of the Company’s Diversity Policy is available in the Corporate Governance section on the Company’s website. The Board did not set measurable gender diversity objectives for the past financial year. The respective proportions of men and women on the Board, across the whole organisation for the past financial year is disclosed below: Female Male Board 0% 100% Senior Management 0% 0% Whole organisation 0% 100% The Company was not a “relevant employer” under the _Workplace Gender Equality Act_as it did not have 100 or more employees in the past financial year.

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition)	Comply	Explanation
Recommendation 1.6 A listed entity should: have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Partially	As set out in the Board Charter, the Board will regularly review the performance of the Board, its committees and each director, using where necessary an external consultant, against appropriate measures. Each year, will disclose in its annual report whether such a performance evaluation has been undertaken during or in respect of that period. Each year, the Board will review the performance of the Managing Director and any Senior Management. Each year, will disclose in its annual report whether such a performance evaluation has been undertaken during or in respect of that period. The Board did not complete a performance evaluation in respect of the Board members during the past financial year given the Directors were all appointed in 2021 and the Company has been preparing for its application to be admitted to the Official List of the ASX.
Recommendation 1.7 A listed entity should: have and disclose a process for periodically evaluating the performance of its senior executives; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	No	The Board Charter defines responsibility for evaluating the performance of the Company’s Managing Director and for approving changes to remuneration or contract terms of the Managing Director. The Board did not complete a formal performance evaluation in respect of the Managing Director during the past financial year given it’s a recent appointment and the Company has been preparing for its application to be admitted to the Official List of the ASX.
Principle 2: Structure the Board to add value
Recommendation 2.1 The Board of a listed entity should: have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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 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, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.	No	Under the Board Charter, the Board takes responsibility for reviewing the board structure, composition, diversity and skills, and the development of a board succession plan and recruitment of Directors, given that the Company is a small exploration company with only four directors, of which three are non-executive. A copy of the Company’s Board Charter is available in the Corporate Governance section on the Company’s website. As part of its annual performance review and as a regular agenda item the Board considers succession issues, the skills, experience, independence and knowledge of the entity of its members. All Board members would be involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition)	Comply	Explanation
Recommendation 2.2 A listed entity should have and disclose a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.	Yes	Under the Board Charter the Board is required to prepare a Board skills matrix setting out the mix of skills and diversity that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction. A copy of the Board skills matrix is available in the Corporate Governance section on the Company’s website.
Recommendation 2.3 A listed entity should disclose: the names of the Directors considered by the Board to be independent Directors; if a Director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation, 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 the length of service of each Director	Yes	Under the Board Charter, the Company is required to disclose in its annual report the names of directors considered by the Board to be independent. The Company’s Chair Mr Lethridge is considered to be an independent director. Under the Board Charter, the Company is required to disclose in its annual report if a director has an interest, position or relationship which may be perceived to compromise a director’s independence. The Company’s Managing Director, Mr Savich, is not considered independent due to his management responsibility for the business. Non-Executive Director, Mr Parker is not considered independent due to his consulting services with the company. Non-executive Director, Mr Bradley is not considered independent due to his role of Company Secretary and interest in Maple West Pty Ltd which provides accounting services to the Company. Under the Board Charter, the Company is required to disclose in its annual report the length of service of each director and does so.
Recommendation 2.4 A majority of the Board of a listed entity should be independent Directors.	No	The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. The Board did not have an independent majority during the past financial year. The Board considers the composition of the Board is appropriate in the context of the size of the Board and the Company and the scope and scale of the Company’s operations.
Recommendation 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.	Yes	The Company’s Board Charter provides that, where practical, the Chair of the Board should be an independent director and should not be the Chief Executive Officer. The current Chair Mr Lethridge, is independent and is not the Chief Executive Officer of the Company.
Recommendation 2.6 A listed entity should have a program for inducting new Directors and providing appropriate professional development opportunities for continuing Directors to develop and maintain the skills and knowledge needed to perform their role as a Director effectively.	Yes	The Company Secretary with the assistance of the Board, shall organise the induction of new directors and facilitate ongoing professional development training for directors. The Board is responsible for the establishment of an induction program for new directors and the periodic review and facilitation of ongoing professional development for directors.
Principle 3: Act ethically and responsibly

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition)	Comply	Explanation
Recommendation 3.1 A listed entity should articulate and disclose its values.	Yes	A copy of the Company’s Values Statement is available in the Corporate Governance section on the Company’s website.
Recommendation 3.2 A listed entity should: have and disclose a code of conduct for its directors, senior executives and employees; and ensure that the board or a committee of the board is informed of any material breaches of that code by a director or senior executive.	Yes	The Company has a Code of Conduct that applies to the everyone in (including all employees, contractors, consultants, managers and directors, including temporary employees, contractors and directors of . A copy of the Company’s Code of Conduct is available in the Corporate Governance section on the Company’s website. Any Employee who knows or suspects on reasonable grounds a breach of this Code either has occurred, is occurring or might occur should report that information to: an officer or senior manager of , a member of the board of directors; or a Whistleblower Protection Officer in accordance with ’s Whistleblower Policy, which is available in the “Corporate Governance” section of ’s website.
Recommendation 3.3 A listed entity should: have and disclose a whistleblower policy; and ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	Yes	The Company has adopted a Whistleblower Policy. A copy of the policy is available in the Corporate Governance section on the Company’s website. Under the Whistleblower Policy, the Whistleblower Protection Officer (who is the Company Secretary) must provide the Board information on all active whistleblower matters at the next board meeting.
Recommendation 3.4 A listed entity should: have and disclose an anti-bribery and corruption policy; and ensure that the board or committee of the board is informed of any material breaches of that policy.	Yes	The Company has adopted an Anti-Bribery and Corruption Policy. A copy of the policy is available in the Corporate Governance section on the Company’s website. Under the Anti-Bribery and Corruption Policy, any material breaches of the policy must be reported to the Managing Director, the Company Secretary or the Whistleblower Protection Officer.
Principle 4: Safeguard integrity in financial reporting

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition)	Comply	Explanation
Recommendation 4.1 The Board of a listed entity should: have an audit committee which: (i) has at least three members, all of whom are non- executive Directors and a majority of whom are independent Directors; and (ii) is chaired by an independent Director, who is not the Chair of the Board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) 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 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 financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	No	In anticipation of establishing an Audit and Risk Committee in the future, the Company has adopted an Audit and Risk Management Committee Charter that provides for the creation of an Audit and Risk Management Committee, with at least three members, all of whom must be non-executive directors (a majority of whom are independent), and which should be chaired by an independent director who is not the Chair. A copy of the Audit and Risk Management Committee Charter is available in the Corporate Governance section on the Company’s website. The Board did not establish an Audit and Risk Management Committee for the past financial year. In accordance with the Company’s Board Charter, the Board carried out the duties that would ordinarily be carried out by the Audit and Risk Management Committee, including the processes to independently verifying the integrity of any periodic corporate report releases to the market that is not audited or reviewed by an external auditor.
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 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.	Yes	The Company has obtained a sign off on these terms for each of its financial statements during the past financial year.
Recommendation 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.	Yes	The Company has a process where the reports are prepared by the Financial Accountant, reviewed by the Managing Director and Chief Financial Officer (or, if none, the person(s) fulfilling those functions), as well as the Company Secretary before the Board approves the release to the ASX.
Principle 5: Make timely and balanced disclosure

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition)	Comply	Explanation
Recommendation 5.1 A listed entity should: have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and disclose that policy or a summary of it.	Yes	The Company has adopted a Disclosure Policy to ensure its compliance with continuous disclosure obligations. A copy of the Disclosure Policy is available in the Corporate Governance section on the Company’s website. The Disclosure Policy provides for the establishment of a Disclosure Committee and position of Disclosure Officer. This Committee has been established subsequent to the end of the past financial year.
Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Yes	All ASX releases that are drafted by the Company are reviewed by the Managing Director and Company Secretary, and all material or price sensitive releases are circulated to the Board for approval. Following review and approval by all directors (where material or price sensitive), the Company Secretary lodges the release with the ASX and circulates a final version to Directors.
Recommendation 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.	Yes	Ahead of any new and substantive investor or analyst presentation, a copy of the presentation materials is released to ASX (even if the information in the presentation would not otherwise require market disclosure) following approval as discussed in 5.2.
Principle 6: Respect the rights of security holders
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	Yes	Information about the Company and its governance including its Values Statement, Corporate Governance Policies, Board Skills Matrix and the Corporate Governance Statement is available in the Corporate Governance section on the Company’s website atwww.wa1.com.au.
Recommendation 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	Yes	The Company has adopted a Shareholder Communication Policy to ensure effective communication with shareholders and other stakeholders. The Shareholder Communication Policy states that the Board is committed to dealing with shareholder enquiries promptly and courteously and takes measures to ensure that its registry, Automic Registry Services also does so. Disclosure of information and other communication is made as appropriate by mail or email. Security holders are given the option to receive communication from, and send communications to, the Board and its security registry electronically. The Company’s security holder communications strategy aims to promote effective communication with shareholders and other stakeholders and to encourage and facilitate participation at general meetings and dealing promptly with the enquiries of shareholders and other stakeholders. The Shareholder Communication Policy outlines a range of ways in which information is communicated to shareholders and other stakeholders and is available in the Corporate Governance section on the Company’s website.
Recommendation 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	Yes	The Shareholder Communication Policy states that the Annual General Meeting is an important opportunity for the Company to provide information to shareholders. Shareholders are encouraged to participate at all general meetings and Annual General Meetings of the Company.

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition)	Comply	Explanation
Recommendation 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.	Yes	All resolutions dealing will be decided based on a poll.
Recommendation 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.	Yes	The Shareholder Communication Policy provides security holders with the option to receive communication from, and send communications to, the Board and its share registry electronically. The Company encourages shareholders to receive company information electronically by registering their email address online with the Company’s share registry. All information provided to the ASX is immediately posted to the Company’s website. Shareholder queries are referred to the Company Secretary in the first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1 The Board of a listed entity should: have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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 committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.	No	The Board did not establish an Audit and Risk Management Committee for the past financial year. In accordance with the Company’s Board Charter, the Board carried out the duties that would ordinarily be carried out by the Audit and Risk Management Committee, including the processes to oversee the entity’s risk management framework. Risk is a standing agenda item at each Board meeting. The Company has adopted an Audit and Risk Management Committee Charter that provides for the creation of an Audit and Risk Management Committee when deemed appropriate, with at least three members, all of whom must be independent directors, and which should be chaired by an independent director who is not the Chair. A copy of the Audit and Risk Management Committee Charter is available in the Corporate Governance section on the Company’s website.
Recommendation 7.2 The Board or a committee of the Board should: review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound; and disclose in relation to each reporting period, whether such a review has taken place.	Yes	The Board did not establish an Audit and Risk Management Committee for the past financial year. In accordance with the Company’s Board Charter, the Board carried out the duties that would ordinarily be carried out by the Audit and Risk Management Committee The Company’s Board reviews the Company’s risks at each Board meeting. The Managing Director is required to report on the management of risk as a standing agenda item at each Board meeting. In addition, the Company’s Board also reviews the Company’s risk management framework and risk register at least annually.

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition)	Comply	Explanation
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 risk management and internal control processes.	No	The Board believes it is not of a size to justify having an internal audit function for efficiency purposes but will monitor the need for an internal audit function as the size of the Company and its operations grow having regard to the size, location and complexity of the Company’s operations. The Board is responsible for establishing and reviewing the Company’s policies on risk profile, oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control. In addition, the Board reviews the Company’s risk management framework including in relation to internal controls, economic, cultural heritage, environmental and social risk at least annually and monitors the quality of the accounting function. This review was undertaken by Board during the past financial year.
Recommendation 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	Yes	The Company’s Audit and Risk Management Committee Charter requires disclosure of any material exposure to economic, cultural heritage, environmental and social risks and how the Company intends to manage those risks. The Company discloses this information in its annual report and on its website as part of its continuous disclosure obligations.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 The Board of a listed entity should: have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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 remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	No	The Company has adopted a People and Remuneration Committee Charter for when a Committee is established. This provides that the committee have at least three members all of whom to be non-executive directors, a majority of whom are independent directors, and should be chaired by an independent non-executive director. A copy of the Company’s People and Remuneration Committee Charter is available in the Corporate Governance section on the Company’s website. Given the size of the Company, the Board carries out the duties that would ordinarily be carried out by the People and Remuneration Committee, including processes to ensure remuneration levels are appropriate and competitive to attract suitably qualified and experienced directors and senior management, having regard for Company performance.

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition)	Comply	Explanation
Recommendation 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 ensure that the different roles and responsibilities of non-executive Directors compared to executive Directors and other senior executives are reflected in the level and composition of their remuneration.	Yes	The Company’s Board Charter requires the Board evaluate and approve the remuneration of directors and the senior management. The Company will disclose its policies and practices regarding the remuneration of directors and the senior management in the remuneration report contained in the Company’s annual report.
Recommendation 8.3 A listed entity which has an equity-based 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.	No	The Company does not have an equity-based remuneration scheme.

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WA1 Resources Ltd – Corporate Governance Statement