Corporate Governance Statement

For personal use only

Minotaur Exploration Limited

Corporate Governance Statement

9 November 2021

The Directors of Minotaur Exploration Limited (the Company) and its controlled entities (the Group) are committed to achieving and demonstrating robust corporate governance practices which are appropriate to the Group's size and stage of development.

The Board reviews the governance framework and practices to ensure they meet the interests of shareholders.

A description of the Group's main corporate governance practices is set out below. All these practices, unless otherwise stated, were in place for the entire year.

The Corporate Governance Statement and the Company's Board and Committee Charters and Company Policies can be accessed on the Company's website www.minotaurexploration.com.au.

The Group has reviewed its corporate governance and reporting practices during the year ended 30 June 2021 and their compliance with the Australian Securities Exchange Corporate Governance Council's Corporate Governance Principles and Recommendations, 4th Edition (ASX Guidelines). The disclosures in this Corporate Governance Statement reflect this and, as at the date of this statement, the Group complies with the ASX Guidelines (unless otherwise stated).

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1 - Board charter

The roles and responsibilities of the Board are set out in the Board Charter.

A sound working relationship between the Board and senior management is fundamental to the Group's operational viability. The Directors are responsible to the shareholders for the performance of the Group in both the short and the longer term and seek to balance objectives in the best interests of the Group as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Group is properly managed.

The responsibilities of the Board include:

• providing strategic guidance to the Group including contributing to the development of and approving the corporate strategy;
• reviewing and approving business plans, the annual budget and financial plans including available resources and major capital expenditure initiatives;
• overseeing and monitoring the organisational performance and the achievement of the Group's strategic goals and objectives;
• monitoring financial performance including approval of the annual and half-year financial reports and liaison with the company's auditors;

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Minotaur Exploration Limited

Corporate Governance Statement

9 November 2021

• appointment and performance assessment of the Managing Director (MD);
• ratifying the appointment and/or removal and contributing to the performance assessment for the members of the senior management team, including the Company Secretary;
• ensuring there are effective management processes in place and approving major corporate initiatives;
• enhancing and protecting the reputation of the organisation;
• overseeing the operation of the Group's system for compliance and risk management reporting to shareholders; and
• ensuring appropriate resources are available to senior management.

The Board has established an Audit, Business Risk and Compliance Committee to assist it in exercising its authority and in meeting its responsibilities.

Day to day management of the Group's affairs and the implementation of corporate strategy and policy initiatives are delegated by the Board to the Managing Director.

Recommendation 1.2 - Undertake appropriate checks

Amongst other things the Board Charter provides that the Board will 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 in its possession relevant to a decision on whether or not to elect or re-elect a director.

Recommendation 1.3 - A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

The Group has entered into a Service Agreement with its Managing Director, Mr Andrew Woskett and all other senior executives are subject to employment agreements with standard commercial terms. The remaining Directors have not entered into formal contracts, but their remuneration has been set by way of resolution by the Board and their responsibilities are outlined within this Corporate Governance Statement and the Board Charter. The Company believes this to be appropriate given the size and nature of the Group.

Recommendation 1.4 - Company Secretary

The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

Recommendation 1.5 - Diversity

The Group has not yet developed or disclosed a formal diversity policy and therefore has not complied with recommendation 1.5. The Company believes this to be appropriate at this

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Minotaur Exploration Limited

Corporate Governance Statement

9 November 2021

time, but notes it uses diversity as a driver for staff recruitment. The total proportion of men and women on the board, in senior positions and across the Group as at 30 June 2021 is listed below:

Category	Men	Women
Board	4	-
Senior Management	2	-
(excluding Directors noted above)
Group	10	4

Recommendation 1.6 - Review process for evaluating the Board and Directors

The Group periodically evaluates the performance of its Board or individual directors. It last undertook a performance evaluation in September 2020 and has complied with recommendation 1.6. The Board periodically evaluates the composition and performance of the Board at Board meetings.

Recommendation 1.7 - Review process for evaluating senior executives

A performance assessment for senior executives took place during the year in accordance with the Group's policy. Briefly, this involved the review of staff performance against agreed KPI's and feedback was received from the Board where appropriate.

Principle 2: Structure the board to be effective and add value

Recommendation 2.1 - Nomination Committee

The Board has not established a Nomination and Remuneration Committee in accordance with recommendation 2.1 of the ASX Guidelines because the Group does not currently have the scale or complexity to benefit from the formation of a separate committee. The Board takes ultimate responsibility for these matters and continues to monitor the composition of the Board and the roles and responsibilities of its members. The Group however is conscious of ensuring succession planning for the Group is dealt with at a Board level.

The Board (in conjunction with its regular review of performance) reviews the size, composition and diversity of the Board and the mix of existing and desired competencies across Board members. In conducting the review, the skills matrix referred to below is used to enable the Board to assess the skills and experience of each Director and the combined capabilities of the Board.

The Group undertakes appropriate checks before appointing a person to the Board of the Company. All material information relevant to the decision as to whether or not to elect or re-elect a Director is submitted for review by members in the Group's Notice of Annual

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Minotaur Exploration Limited

Corporate Governance Statement

9 November 2021

General Meeting.

The Group has a policy for inducting new Directors, which includes discussions with the Company's Managing Director and senior staff, as well as copies of relevant corporate policies and documentation. The Group additionally supports all Directors by allowing reimbursement for appropriate professional development opportunities to develop and maintain the skills and knowledge needed to perform their role as Directors effectively.

Recommendation 2.2 - Board skills matrix

The Board aims in its composition to maintain a combination of skills and experience that ensure the Board has the expertise to meet both its legal and fiduciary responsibilities and its strategic objectives. Thus the Board is cognisant of the benefit of diversity among its Directors, both in gender, qualifications and experience. The Board assesses diversity criteria when considering Board candidates.

The Group's desired mix of skills and competencies is listed below. The Board considers its current composition adequately meets these criteria.

personal

Area

Leadership

Business and Finance

Sustainability and Stakeholder Management

Technical

Competencies

Business Leadership, public listed company experience Accounting, Audit, Business Strategy, Competitive Business Analysis, Corporate Financing, Equity Capital Markets experience, Financial Literacy, Legal, Mergers and Acquisitions, Risk Management, Tax - Australia Community Relations, Corporate Governance, Work Health and Safety, Human Resources, Remuneration, Investor Relations

Qualifications in Geosciences, Mining, Metallurgy or Engineering and relevant experience in Exploration, Project Development and Operations

For

Recommendation 2.3 - Independence and Board composition

Independence

The Board has, in accordance with the factors enumerated in the ASX Guidelines, determined that Dr Roger Higgins (the Company's Chairman) and Mr George McKenzie are independent directors of the Company. Messrs Andrew Woskett and Antonio Belperio are not considered independent given their executive and former executive roles respectively within the Company.

Board composition

At the date of this statement the Board consists of the following Directors:

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Minotaur Exploration Limited

Corporate Governance Statement

9 November 2021

Dr Roger Higgins, Non-Executive Chairman (appointed as Non-Executive Director 1 July 2016, elected as Chairman 31 January 2017)

Mr Andrew Woskett, Managing Director (Appointed 6 March 2010)

Dr Antonio Belperio, Non-Executive Director (Appointed Executive Director 21 August 2007, Non-Executive Director from 29 November 2019)

Mr George McKenzie, Non-Executive Director (Appointed 31 January 2017)

The Board considers this to be an appropriate composition given the size and development of the Group at the present time. The names of Directors including details of their qualifications and experience are set out in the Directors' Report of the Annual Report and are also available on the Company's website.

Recommendation 2.4 - A majority of the board of a listed entity should be independent directors

As listed above, the Board presently consists of two independent Directors out of a total of four Directors. The Company therefore has not complied with Recommendation 2.4 in that a majority of Directors are not independent.

The Board considers its current structure to be appropriate given the experience of the individual Directors and the size and nature of the Group at the present time. Each individual member of the Board is satisfied that whilst the Company does not comply with Recommendation 2.4, all Directors bring an independent judgment to bear on Board decisions.

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.

The Group's Chairman, Dr Roger Higgins is an independent director and does not fulfil the role of CEO. The Company has therefore complied with Recommendation 2.5.

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

Recommendation 3.1 - A listed entity should articulate and disclose its values.

The Group has adopted four core values: Commitment, Respect, Integrity and Compliance which are explained below:

1. Commitment - The Company is committed to using the best practices surrounding health and safety, the environment and the communities in which it operates.
2. Respect - To act professionally, honestly and courteously with everyone the Company does business with.

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