29Metals : 2021 Corporate Governance Statement and Appendix 4G

ASX ANNOUNCEMENT

Thursday, 21 April 2022

2021 Corporate Governance Statement and Appendix 4G

29Metals Limited ('29Metals' or, the 'Company') today released its 2021 Corporate Governance Statement and Appendix 4G.

- ENDS -

Authorised for release by the Company Secretary, Clifford Tuck

Investor Enquiries Michael Slifirski

Group Manager Investor [e-mail]

[phone]

29Metals Limited (ABN 95 650 096 094)

Media Enquiries Citadel-MAGNUS

Michael Weir / Cameron Gilenko

[e-mail] /[e-mail]

[phone] / [phone]

Head office: Level 2, 150 Collins Street, Melbourne VIC 3000

Introduction

The Board of Directors of 29Metals Limited ('29Metals' or, the 'Company') is pleased to present 29Metals' 2021 Corporate Governance Statement.

1. About the Board 3

Contents

2. The role of Management 7

3. Inclusion and diversity 8

4. Values and culture 9

5. Financial reporting and disclosure 11

6. Engaging with shareholders 12

7. Risk management 13

8. Remuneration 14

This is 29Metals' first Corporate Governance Statement, following the Company's admission to the official list of ASX on 2 July 2021. This Statement outlines 29Metals' principal corporate governance arrangements to 31 December 2021 ('reporting period').

Under its charter, the 29Metals' Board is charged with responsibility for ensuring that the Company has in place an appropriate corporate governance framework for the management of the Company's business and acvies, including systems, controls and processes to safeguard against misconduct and to idenfy, evaluate and manage risk.

The Board has delegated to the Chief Execuve Officer, responsibility for implemenng the Company's corporate governance framework.

In establishing 29Metals' corporate governance framework, the Board had regard to the ASX Corporate Governance Council's Corporate Governance Principles and Recommendaons (4th Edion) (the 'ASX Principles and Recommendaons'), the Corporaons Act 2001 (Cth) ('Corporaons Act'), the ASX Lisng Rules, current best pracce, stakeholder interests and the best interests of the Company.

During March 2022, it was announced that 29Metals would be added to the S&P/ASX300 Index. Under the ASX Lisng Rules, if 29Metals is included in the index, the composion of its audit commiee must comply with the ASX Principles and Recommendaons and the remuneraon commiee must comprise solely of non-execuve directors. As detailed in this Statement, 29Metals meets these requirements.

The Board is commied to robust corporate governance and will periodically review the Company's corporate governance framework to ensure that the framework connues to be appropriate having regard to the Company and its acvies, the corporate governance expectaons of the Company's shareholders and other stakeholders, the ASX Principles and Recommendaons, and community expectaons.

All of the key corporate governance documents referred to in this Corporate Governance Statement are available on 29Metals' website.

1. About the Board

1.1 The role of the Board

29Metals' Board of Directors (the 'Board') has ulmate responsibility for the strategy of the Company and overseeing Management's implementaon and execuon of that strategy, on behalf of shareholders. The Board has adopted a charter ('Board Charter') which sets out the role and responsibilies of the Board.

The Board has delegated to the Managing Director & Chief Execuve Officer ('Managing Director & CEO'), and, through the Managing Director & CEO, to senior Management, the powers and responsibilies required for the day-to-day management of the Company, other than certain maers expressly reserved to the Board.

The Board regularly invites members of Management to aend

Board and Commiee meengs to report on subject maer within their respecve area of management responsibility. This pracce promotes transparency, candour, contestability, foresight and accountability.

Directors are entled to request addional informaon from Management at any me they consider it appropriate and an open dialogue between individual Directors, the Managing Director & CEO and Management is encouraged.

The Board has established three standing Board commiees (each, a 'Commiee') to provide advice and recommendaons to assist the Board to discharge its responsibilies:

■

■

■

the Audit, Governance & Risk Commiee; the Remuneraon & Nominaons Commiee; and the Sustainability Commiee1.

Each of the Commiees is chaired by an Independent Non-execuve Director and, at a minimum, the majority of the members of each Commiee are Independent Non-execuve Directors. Each of the Commiees has a wrien charter seng out the roles and responsibilies of the Commiees.

Informaon regarding the numbers of meengs held by the Board, and each Commiee, and aendance at those meengs by Directors, as well as informaon on each of the Commiee members' qualificaons and experience is included in the Directors' Report included in the Company's full year financial reporng, which is included in the Company's annual report to shareholders (the 'Annual Report').

1. The Sustainability Commiee was previously named the Health, Safety,

Environment & Community Commiee.

1.2 Composition of the Board

Owen Hegarty1	Non-execuve Director and Chair of the Board
OAM	Member, Remuneraon & Nominaons Commiee
Member, Sustainability Commiee
Peter Albert	Managing Director & CEO
Fiona Robertson	Independent Non-execuve Director
Chair, Audit, Governance & Risk Commiee
Member, Sustainability Commiee
Jacqui McGill	Independent Non-execuve Director
AO	Chair, Sustainability Commiee
Member, Audit, Governance & Risk Commiee
Member, Remuneraon & Nominaons Commiee
Marn Alciaturi	Independent Non-execuve Director
Chair, Remuneraon & Nominaons Commiee
Member, Audit, Governance & Risk Commiee
Note:

1. Mr Hegarty is a EMR nominee director, nominated by the EMR Capital Investors

(as that term is defined in the 29Metals Prospectus).

Further details regarding the Directors, including each Directors' experience, professional qualificaons and special responsibilies at 29Metals are set out in the

2021 Annual Report which is available on 29Metals' website.

Each of the Directors was appointed on 27 May 2021, in preparaon for the 29Metals inial public offering (the '29Metals IPO'). As required by the Board Charter, there are wrien terms of appointment in place for all Directors.

All Directors are required under the Board Charter to undergo detailed background checks prior to appointment. As part of 29Metals' applicaon for admission to the Official List of ASX, each current Director underwent criminal history checks and bankruptcy checks (for each country in which they resided in over the past ten years), and also provided to 29Metals and ASX a statutory declaraon which included confirmaon that the Director had not been the subject of any criminal or civil penalty proceedings or other enforcement acon by any government agency in which they were found to have engaged in behaviour involving fraud, dishonesty, misrepresentaon, concealment of material facts or breach of duty.

1. About the Board continued

1.3 The role of the Remuneration & Nominations

Commiee on Board Composition

The Board has delegated responsibility to the Remuneraon & Nominaons Commiee to provide advice and recommendaons to the Board in relaon to nominaons for the re-elecon of Directors and the appointment of new Directors.

All three members of the Commiee are Non-execuve Directors, a majority of which the Board has assessed as being independent, including the chair of the Commiee.

29Metals will provide shareholders with all material informaon in its possession that may be relevant to a decision on whether or not to elect or re-elect a Director including the nominee's biographical details and qualificaons, whether the Board supports the elecon or re-elecon, whether the Board considers the nominee independent, the term of office for nominees who are currently directors and any material adverse findings arising out of background checks undertaken for nominees who are to be elected or appointed as directors for the first me. This informaon will be provided in the relevant Noce of Meeng.

The Remuneraon & Nominaons Commiee also oversees the annual Board, Commiee and Director performance review process, the Board development program and Director inducon process (refer below), and provides advice and recommendaons to the Board regarding Board and execuve succession planning.

In the 29Metals Prospectus the Board outlined an intenon to appoint an addional Independent Non-execuve Director following the 29Metals IPO. In the short period since 29Metals listed, the Board has assessed its size and composion and is sasfied that the Board has the requisite skills and experience needed for 29Metals at this stage. The Board will connue to assess its size and composion, and the mix of skills and experience required to discharge the Board's responsibilies.

In doing so, the Board will remain mindful of the importance of succession planning and ensuring that a majority of the Board are Independent Non-execuve Directors.

1.4 Independence

The Board is currently comprised of five Directors, a majority of whom have been assessed by the Board as independent. The Board has adopted a guideline for the purposes of assessing Director independence, a copy of which is aached to the Board Charter.

The Non-execuve Directors meet periodically without senior execuves present.

As set out in the Board Charter, it is the Board's intenon that the majority of its members are Directors assessed by the Board as independent.

1.5 The role of the Chair of the Board

The role of the Chair, as set out in the Board Charter, is to ensure that the Board:

■

operates effecvely, and in accordance with the Board Charter and 29Metals' Values;

■

to appropriate standards of corporate governance; and

■

in a manner which encourages a culture of openness, collaboraon and debate to foster a high-performing team.

The Chair, Owen Hegarty OAM, has been assessed by the Board to be non-independent on the basis that as Mr Hegarty is an EMR Capital nominee director - ie, a Director nominated by EMR Capital on behalf of the EMR Capital Investors who hold (in the aggregate) a 45% interest in the Company, pursuant to the Relaonship Deed2 between the Company and the EMR Capital Investors.

While Mr Hegarty has been assessed by the Board as being non-independent, having regard to Mr Hegarty's extensive experience in the mining industry and as a director of ASX-listed companies, and his parcular knowledge of the Company's assets, the Board considers Mr Hegarty the best candidate on the Board to undertake the role as 29Metals first Chair of the Board of Directors.

The Independent Non-execuve Directors meet without the Chair to consider maers where there is any actual or potenal conflict of interest, and to discuss the performance of the Chair, as and when required.

As set out in secon 1.2 (above), the role of the Chair of the Board and that of Managing Director & CEO are separate.

2. Informaon regarding the terms of the Relaonship Deed is set out in 7.4 and 10.6.9 of the 29Metals Prospectus dated 21 June 2021 (the '29Metals Prospectus'), a copy of which is available on the Company's website and was released to the ASX announcements plaorm on 2 July 2021.