Announcement PDF AuKing Mining Limited Suite 34 Level 10, 320 Adelaide St Brisbane Queensland 4000, Australia Tel +61 7 3535 1208 Email admin@aukingmining.com AuKing Mining Ltd Corporate Governance Statement March 2025 The Board of Directors of AuKing Mining Limited (AKN or Company) is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of AuKing Mining Limited on behalf of the shareholders by whom they are elected and to whom they are accountable. AuKing Mining Limited's Corporate Governance Statement is structured with reference to the Australian Securities Exchange Corporate Governance Council’s “Corporate Governance Principles and Recommendations, 4th Edition”. This statement has been approved by the Board of AKN and is current as at 31 March 2025. It relates to the company for the period up to the date of approval. The statement and information identified therein are available on the Company's website at www.aukingmining.com under the Corporate Governance section. The Board endorses the ASX Principles of Good Corporate Governance and Best Practice Recommendations, and has adopted corporate governance charters and policies reflecting those recommendations to the extent appropriate having regard to the size and circumstances of the Company. The Company does not presently comply with all of the ASX Best Practice Policies on Corporate Governance and by virtue of its size and the composition of the Board is unlikely to do so in the foreseeable future. The Company is committed to ensuring that its corporate governance systems maintain the Company’s focus on transparency, responsibility and accountability. For further information on corporate governance policies adopted by AuKing Mining Limited, refer to our website: www.aukingmining.com ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure Principle 1: Lay solid foundations for management and oversight A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance. 1.1 - A listed entity should have and disclose a board charter The Board’s role is to govern the Company rather than to manage it. It is Yes setting out:: the role of executive management to manage the Company in accordance (a) the respective roles and responsibilities of its board and with the direction and delegations of the Board and it is the responsibility management; and of the Board to oversee the activities of management in carrying out these (b) those matters expressly reserved to the board and those delegated duties. delegated to management. The Company’s Corporate Governance charter is posted on the Company's website which sets out the role, powers and responsibilities of the Board. www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN ASX Recommendation 1.2 - A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive, or putting someone forward to security holders a candidate 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. Statement Commentary All newly appointed Directors are required to undertake and provide appropriate background security checks as part of the appointment process. Compliant with ASX Recommendation / Explanation for Departure Yes 1.3 - A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. All Directors and senior executives have contracts in place. Yes 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. Each Board member has direct access to the Company Secretary (who is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board) with procedures for the provision of information, including requests for additional information Yes 1.5 - A listed entity should: (a) have and disclose a diversity policy (b) through its board or a committee of the board to 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 achieving gender diversity (2) the entity’s progress towards achieving those objectives; and either: (1) 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 (2) 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. The Board has established a Diversity Policy which is publicly available on the Company’s website. There are some aspects of the ASX recommendations that are difficult to comply with due to the Company’s size and location of its operations. The Board at this juncture has not set measurable objectives. This policy will be reviewed as part of the annual compliance review to ensure that the Diversity Policy is being progressed as required and to set measurable objectives when appropriate for the Company. No – at this stage the Company has not set measurable objectives in relation to achieving gender diversity. The Board considers that at this time no efficiencies or other benefits would be gained by introducing measurable objectives. In the future, as the Company grows and increases in size and activity, the Board will consider the setting of measurable objectives. The Company policy is to employ the best person for the position being filled regardless of gender. All material information about each candidate relevant to a decision whether or not to elect or re-elect a director will be contained in the Explanatory Memorandum to the Notice of Annual General Meeting. The proportion of women employees in the whole organisation, women in management positions and women on the board are as follows: www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN Measure Female proportion Organisation 12.5% Management Nil Board 20% ASX Recommendation 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. Statement Commentary The Company does not currently have a formal process for evaluating the performance of the Board or individual directors. Compliant with ASX Recommendation / Explanation for Departure No - The Board is responsible for the strategic direction of the Company, establishing goals for management and monitoring the achievement of these goals. The Board considers that at this time no efficiencies or other benefits would be gained by introducing a formal evaluation policy. The Board monitors the overall corporate governance of the Company with the aim of ensuring that shareholder value is increased. In the future as the Company grows and increases in size and activity, the Board will consider establishment of formal Board and individual director evaluation processes. 1.7 - A listed entity should: (a) have and disclose a process for periodically 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. Given the size of the company and the limited number of employees at this stage no formal process is in place. Employees are subject to continual review of their performance on an on-going basis rather than by way of a formalised procedure. No - The Board considers that at this time no efficiencies or other benefits would be gained by introducing a formal evaluation policy. Principle 2: Structure the board to be effective and add value The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value. The board of a listed entity should: The Company has not formally established a Nominations Committee as No - The Board considers that no efficiencies or other benefits would be (a) have a nomination committee which: the Directors consider that the Company is not of a size nor are its affairs gained by establishing a separate nomination committee given the size (1) has at least three members, a majority of whom are of such complexity as to justify the formation of this Committee. The board of the Company’s operations and of the Board. The Company will review this position annually and determine whether a Nominations independent directors; and as a whole currently undertakes the process of reviewing the skill base Committee needs to be established. (2) is chaired by an independent director, and experience of existing directors to enable identification or attributes and disclose: required in new directors. Where appropriate, independent consultants (3) the charter of the committee; may be engaged to identify possible new candidates for the board. (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. www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN ASX 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. Statement Commentary The Board has been structured such that its composition and size will enable it to effectively discharge its responsibilities and duties. Compliant with ASX Recommendation / Explanation for Departure No - Each Director has industry experience and specific expertise relevant to the Company’s business and level of operations. The Board considers that its structure is appropriate in the context of the Company’s activities and does not consider it necessary at this stage of its development to have a matrix setting out the mix of skills of the Directors. The experience and skills of the Directors are documented in the Annual Report and on the Company website. 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, 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 (c) the length of service of each director. The position of each director and as to whether or not they are considered to be independent is set out below as at the date of signing the 2024 Annual Report Yes. Name Peter Tighe Position Non-Executive Chair Managing Director Non-Executive Director Independence Position Independent Nick Harding Non-Executive Director Independent Mark Fisher Non-Executive Director Independent Paul Williams Kylie Prendergast Name Peter Tighe Paul Williams Kylie Prendergast Nick Harding Mark Fisher Not Independent as engaged as a full time employee Independent Term in Office 3 Years 9 Months 10 Months 3 Months 3 Months 3 Months The Company has a formalised Conflicts of Interest Policy that is included in its Corporate Ethics and Continuous Disclosure Policy. www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN ASX Recommendation 2.4 - A majority of the board of a listed entity should be independent directors. 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. 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. Statement Commentary The current board has four independent directors and one director who are considered to be not independent – see 2.3 above. The Chairman of the company is considered to be independent The CEO of the company is not the same person as the Chairman of the Company. The Role of the Chair is documented in a policy statement posted on the Company's website. The Company has procedures to provide new directors with any information they may request with direct access to the Company Secretary and Senior Management available to any new appointee. The Company encourages, and recommends, that all non-executive directors attend relevant external seminars and educational programs to assist directors in the effect of exercise of their powers and duties. The Board has agreed that such seminars and educational programs obtained by a director will be at the expense of the Company. www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN Compliant with ASX Recommendation / Explanation for Departure Yes Yes Yes Principle 3: Instil a culture of acting lawfully, ethically and responsibly A listed entity should instil and continually reinforce a culture across the organization of acting lawfully, ethically and responsibly. ASX Recommendation Statement Commentary 3.1 - A listed entity should articulate and disclose its values The Company is committed to operating ethically, honestly, responsibly and legally in all its business dealings. Accordingly, the Company requires employees to act in the Company’s best interests in a professional, honest and ethical manner, and in full compliance with the law, both within and on behalf of the Company. 3.2 - A listed entity should: The Company has an established a Corporate Code of Conduct, that is (a) have and disclose a code of conduct for its directors, included in the Corporate Governance Charter, which outlines the standard senior executives and employees; and the Board, Management and employees of the Company are encouraged to (b) ensure that the board or a committee of the board is comply with when dealing with each other, shareholders and the broader informed of any material breaches of that code. community. The code lists the values of the Company as below: (1) to act honestly and in good faith in fulfilling the powers and functions of a role within the Company; (2) to not disclose confidential information concerning the Company, use that information in a way which may injure or cause loss to the Company or use confidential information go gain an advantage; (3) to make proper use of Company assets and not take advantage of any property, information or a position within the Company for person gain or to compete with the Company; (4) to ensure that the Company’s business decisions do not compromise the Company’s commitments to avoiding any injury to people or damage to the environment and to ensure the Company complies at all times with the appropriate laws; (5) the avoid conflicts of interest and to not enter into any arrangements or participate in any activity that would conflict with the interests of the Company or prejudice the performance of the Company’s professional duties; (6) to be aware of Company policies and procedures and how such policies and procedures relate to the performance of a role within the Company; (7) to comply at all times with all laws and regulations relevant to the functions and tasks within the Company and to report any breaches of relevant laws or regulations to the Company Secretary; and (8) to promote and maintain a culture of lawful and ethical behaviour. www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN Compliant with ASX Recommendation / Explanation for Departure Yes Yes ASX Recommendation 3.3 - A listed entity should: (a) have and disclose whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy Statement Commentary The company has implemented a whistleblower policy that is disclosed on the company website. Any matters raised in relation to it will be advised to the CEO and the Board. Compliant with ASX Recommendation / Explanation for Departure Yes 3.4 - A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy The company has an anti-bribery and corruption policy included in its Corporate Governance Charter that is disclosed on the company website. Any matters raised in relation to it will be advised to the CEO and the Board. Yes Principle 4: Safeguard the integrity of corporate reports A listed entity should have appropriate processes to verify the integrity of its corporate reports. 4.1 - The board of a listed entity should: There is no separate Audit Committee. (a) have an audit committee which: (1) has at least three members, all of whom are nonexecutive 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. www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN No - The Board has not formally established an Audit and Risk Management Committee as the Directors consider that the Company is not of a size nor are its affairs of such complexity as to justify the formation of this Committee. The Board considers that it is able to efficiently and effectively oversee, without establishing a separate Audit and Risk Management Committee: (1) the corporate reporting process; and (2) the Company’s risk management framework. In overseeing these matters, the Board will be guided by the Corporate Governance Charter. The Company will review this position annually and determine whether an Audit and Risk Management Committee needs to be established. ASX 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 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. Statement Commentary The CEO and CFO state in writing to the Board each reporting period that the Company’s financial reports present a true and fair view, in all material respects, of the Company’s financial and operational results and have been properly maintained in accordance with all relevant accounting standards. Compliant with ASX Recommendation / Explanation for Departure Yes The CEO and CFO state in writing to the Board each reporting period that: • the statement is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board. • the Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects. 4.3 - A listed entity should disclose its process to verify the All corporate reports are either prepared or reviewed by the CEO and CFO Yes integrity of any periodic corporate report it releases to the and then by all members of the Board before they are released to the market that is not audited or reviewed by an external auditor. market. Principle 5: Make timely and balanced disclosure A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities. 5.1 - A listed entity should have and disclose a written policy for The Company has established policies and for complying with timely Yes complying with its continuous disclosure obligations under disclosure of material information concerning the Company. This includes listing rule 3.1 internal reporting procedures in place to ensure that any material price sensitive information is reported to the Company Secretary in a timely manner. These policies and procedures are regularly reviewed to ensure that the Company complies with its obligations at law and under the ASX Listing Rules. The Company’s Continuous Disclosure policy is included in the Corporate Governance Charter published on the Company's website. 5.2 - A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made 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 The Chairperson, CEO and Company Secretary will individually and collectively be responsible for ensuring the Company complies with its continuous disclosure obligations (ie, market sensitive material). The matter of continuous disclosure is a permanent item on the agenda for all Board meetings and is specifically addressed by each director at those meetings All Directors receive copies of all market announcements directly from the ASX once the announcement is released to the market. The company’s Corporate Governance Charter requires that a copy of all presentation material will be disclosed through the ASX prior to the briefing and placed on the Company’s website after the briefing. www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN Yes Yes ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure Principle 6: Respect the rights of security holders A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively. 6.1 - A listed entity should provide information about itself and AKN seeks to disclose all material information to shareholders as soon as Yes its governance to investors via its website. possible and as widely as possible, in keeping and complying with its continuous disclosure requirements. Information released to the ASX is also published on our website immediately. Our website also contains copies of media releases published by AKN as well as information in relation to our businesses and major projects, our people, our financial results and our corporate governance practices and policies. The Company has a documented Communications Policy included in the Corporate Governance Charter.. 6.2 - A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. 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. The Company does not currently have a formal documented investor relations program. Yes the Board reviews the investor relations program at each Board meeting. Shareholders are encouraged to participate in the Annual General Meeting (AGM) to ensure a high level of accountability and identification with the Company’s strategies and goals. Important issues are presented to shareholders as separate resolutions. Yes Shareholders who are unable to attend the AGM may vote by appointing a proxy using the form included with the Notice of Meeting. Further, shareholders are also invited to submit questions in advance of the AGM so that the Company can ensure those issues are addressed at the meeting. 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 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. All resolutions at meetings of security holders are to be decided by a poll. Yes Shareholders have the option to receive communications from, and send communications to, the Company and its share registry, Link Market Services, electronically. Yes www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN ASX Recommendation Statement Commentary Principle 7: Recognise and manage risk A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework. 7.1 - The board of a listed entity should: AKN recognises the importance of managing risk and controlling its business (a) have a committee or committees to oversee risk, each of activities in a manner which enables it to maximise profitable opportunities, which: avoid or reduce risks which may cause injury or loss, ensures compliance (1) has at least three members, a majority of whom are with applicable laws and regulations, and enhances resilience to external independent directors; and events. (2) is chaired by an independent director, Risk management is the process of continuously identifying, evaluating, and disclose: treating and monitoring exposures. (3) the charter of the committee; (4) the members of the committee; and Risks may be controlled through the introduction of policies, procedures or (5) as at the end of each reporting period, the number of altered work practices however the most effective long-term method is times the committee met throughout the period and through the creation of a risk aware culture. the individual attendances of the members at those meetings; OR (b) if it does not have a risk committee or committees that The Board is aware of the various risks that affect the Company and its satisfy (a) above, disclose that fact and the processes it business. The risk procedures are under constant review as the Company’s employs for overseeing the entity’s risk management activities develop. framework. 7.2 - The board or a committee of the board should: The Company’s Risk Management and underlying procedures and practices (a) review the entity’s risk management framework at least are reviewed regularly at Board Meetings to ensure their continued annually to satisfy itself that it continues to be sound and application and relevance. The Risk Management Policy is formally that the entity is operating with due regard to the risk documented and disclosed in the Corporate Governance Charter published appetite set by the board; and on the Company website. (b) disclose in relation to each reporting period, whether such a review has taken place. Compliant with ASX Recommendation / Explanation for Departure 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. No – The Board considers that the Company is not of a size, nor is its financial affairs of such complexity, to justify having an internal audit function. The Company does not have an internal audit function. Risk management and internal controls are the responsibility of the Board and Senior Management. www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN No – The Board considers that the Company is not of a size, nor is its financial affairs of such complexity, to justify the formation of a separate risk committee. The Board as a whole undertakes the identification and management of risks that impact the Company. Yes ASX Recommendation 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. Statement Commentary The Company operates in a business that has exposure to environmental risk in relation to exploration and development of its projects. The Company ensures that all environmental requirements e