Announcement PDF CORPORATE GOVERNANCE STATEMENT This Corporate Governance summary discloses the extent to which Dundas Minerals Limited (Company) will follow the recommendations set by the ASX Corporate Governance Council in its publication ‘Corporate Governance Principles and Recommendations (4th Edition)’ (Recommendations). The Recommendations are not mandatory, however, the Recommendations that will not be followed have been identified and reasons have been provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation. The Company has adopted the following suite of corporate governance policies and procedures (together, the Corporate Governance Policies): • Board Charter; • Code of Conduct; • Performance Evaluation Policy; • Continuous Disclosure Policy; • Risk Management Policy; • Securities Trading Policy; • Whistleblower Protection Policy; • Shareholder Communications Policy; • Anti-Bribery and Corruption Policy; and • Privacy Policy. The Company’s Corporate Governance Policies are available on the Company’s website at https://dundasminerals.com/. Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas, as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees. This Corporate Governance Statement discloses the extent to which the Company will follow, as at the date of its admission to the official list of the Australian Securities Exchange, the Recommendations and, where applicable, the reasons for not following a Recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the relevant Recommendation. This Corporate Governance Statement has been approved by the Board of the Company (Board). Recommendations Comply Explanation Principle 1: Lay solid foundations for management and oversight Recommendation 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. Yes The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes adescription 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 Chairman, CEO/Managing Director, and Company Secretary, the establishment, operation and management of Board Committees, Directors’ access to company records and information, details of the Board’s relationship with management, details of the Board’s performance review, and details of the Board’s disclosure policy. A copy of the Company’s Board Charter is available on the Company’s website. Recommendations Comply Explanation Recommendation 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. Yes (a) The Company has detailed guidelines for the appointment and selection of the Board and senior executives in its Corporate Governance Plan. The Company’s Board Charter requires the Company to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history) are undertaken before appointing a Director or senior executive, or putting someone forward for election, as aDirector, which responsibility is delegated to the Remuneration and Nomination Committee under its Charter (or, in its absence, the Board). (b) Under the Board Charter, all material information in the Company’s possession which is relevant to any decision on whether or not to elect or re-elect a Director will be provided to securityholders. TheCompanywillincludethisinformationinthe notice of meeting containing the resolution to elect or re-elect the Director. In the case of candidates standing for re-election, thecandidate’s experienceandqualificationarealsodisclosedon the Company’s website and in its annual reports. 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 written agreements with each of its Directors and service agreements with senior executives. Recommendation 1.4 The company secretary of a listed entity should be accountable directlytotheboard,throughthechair,onallmatterstodowith the proper functioning of the board. Yes The Board Charter outlines the roles, responsibility and accountability of the 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 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; (c) disclose in relation to each reporting period: (i) the measurable objectives set for that period to achieve gender diversity; (ii) the entity’s progress towards achieving those objectives; and (iii) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how theentity 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 the Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective forachievinggenderdiversityinthecompositionofits board should be to have not less than 30% of its directors of each gender within a specified period. No (a) Duetoitssizeandlimitedscopeofoperations,theCompanydoes not currently have a diversity policy. As the Company’s activities increase in size, scope and/or nature, the Board will consider the appropriateness of adopting a Diversity Policy. (c) The total proportion of men and women on the Board, in senior executive positions (being Key Management Personnel and decision makers of the Group), and across the whole workforce is as follows. Category Men Women % of women Board 4 0 0 Senior Management 0 0 0 Whole organisation 4 0 0 The Company is not a relevant employer under the Workplace Gender Equality Act. Recommendation 1.6 A listed entity should: (a) haveand discloseaprocess forperiodicallyevaluating 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. No (a) TheCompany’sRemunerationandNominationCommittee(or,in its absence, the Board) is responsible for undertaking a performance evaluation of the Board, itsCommittees (if any)and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Performance Evaluation Policy which is available on the Company’s website. Currently, the Board Chairman provides informal feedback to individual board members on their performance and contribution to board meetings, on an ongoing basis. Recommendations Comply Explanation Recommendation 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) discloseforeachreportingperiodwhetheraperformance evaluation has been undertaken in accordance with that process during or in respect of that period. Yes (a) TheCompany’sRemunerationandNominationCommittee(or,in itsabsence, theBoard)isresponsibleforarrangingaperformance evaluationofseniorexecutivesonanannualbasis.Toassistinthis process an independent advisor may be used. The Company’s RemunerationandNominationCommittee(or,initsabsence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The applicable process for these evaluations is set out in the Company’s Performance Evaluation Policy which is available on the Company’s website. (b) The Company does not currently employ any senior executives. Performance of the Managing Director is undertaken by the Chairman of the Board on an ongoing basis. Principle 2: Structure the board to add value Recommendation 2.1 The board of a listed entity should: (a) 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 (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, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively. Complies with 2.1 (b) (a) The Company does not currently have a Nomination Committee. (b) Due to the size and nature of the existing Board and the magnitude of the Company’s operations, the Board considers the Company will not currently benefit from the establishment of a Nomination Committee. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Nomination Committee. The Board considers that it can deal efficiently and effectively with board composition and succession issues without establishing a separate Nomination Committee. The Board devotes time at board meetings to discuss board succession issues. All members of the Board are involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules. The Board regularly updates the Company’s board skills matrix (in accordance with Recommendation 2.2) to assess the appropriate balance of skills, experience, independence and knowledge of the entity. Recommendation 2.2 A listed entity should have and disclose a board skill matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. Yes Board Skills Matrix Number of Directors that Meet the Skill Leadership 4 Business leadership 4 Public listed company experience 4 Business and Finance Business Strategy 4 Competitive Business Analysis 4 Corporate Financing 4 Financial Literacy 4 Mergers and Acquisitions 4 Risk Management 4 Tax 3 Sustainability and Stakeholder Management Community Relations 4 Corporate Governance 4 Health and Safety 4 Human Resources 4 Remuneration 4 A profile of each currentdirector setting out their skills, experienceand expertise held by each Director in the office at the date of the Annual Report and their attendance at board meetings is set out in the Company’s Annual Report. Recommendations Comply Explanation Recommendation 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 relationshipofthetypedescribedinBox2.3buttheboard is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, or relationshipinquestionand anexplanation of why the board is of that opinion; and (c) the length of service of each director Yes (a) The Board Charter provides for the disclosure of the names of Directors considered by the Board to be independent. These details are to be provided in the Company’s Annual Reports and on the Company’s website. The Board considers that of the current Directors, Mr Steven Formica, who is a Non-Executive Chairman, Mr Graeme Purcell and Mr David Greig who are Non-Executive Directors, as independent. Mr Jonathan Downes is a Managing Director and is therefore not consideredtobe independentfor thereasonof hisexecutiverole within the Company. (b) The Board Charter requires Directors to disclose their interest, positions, associations and relationships and requires that the independence of Directors is regularly assessed by the Board in light of the interests disclosed by Directors. Details of the Directors’ interests, positions associations and relationships are provided in the Annual Reports and on the Company’s website. The Board considers that Mr Steven Formica, Mr Graeme Purcell and Mr David Greig are independent directors. (c) The Company’s Annual Report and the Company’s website discloses the length of service of each Director, as at the end of each financial year. • Mr Jonathan Downes – appointed 7 October 2025; • Mr Steven Formica – appointed 5 March 2026; • Mr Graeme Purcell – appointed 1 November 2024; and • Mr David Greig – appointed 1 May 2026. Recommendation 2.4 A majority of the boardof alisted entity shouldbe independent directors. Yes The Board Charter requires that, where practical, the majority of the Boardshouldbeindependent. TheBoardcurrentlycomprisesatotalof 4 directors, of whom 3 are considered to be independent. Recommendation 2.5 The chair of the board of a listed entity should be an independent directorand, in particular, shouldnotbe thesame person as the CEO of the entity. Yes TheBoardCharterprovidesthat,wherepractical,theChairoftheBoard should be an independent Director and should not be the CEO/Managing Director. The Company currently has an independent chairman, Mr Formica. Recommendation 2.6 A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing director to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. Yes The Board Charter states that a specific responsibility of the Board is to procure appropriate professional development opportunities for Directors. The Board is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. It is a policy of the Company, that the new Directors undergo an induction process in which they are given a full briefing on the Company. Where possible, this includes meetings with key executives, tours of the projects, an induction package and presentations. In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. Principle 3: Act ethically and responsibly Recommendation 3.1 A listed entity should articulate and disclose its values. Yes The Company has disclosed its values which underpin the Code of Conduct available on the Company’s website. he Board, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards. Recommendation 3.2 A listed entity should: (a) haveand 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 Yes (a) The Company’s Code of Conduct applies to the Company’s directors, senior executives and employees. (b) The Company’s Code of Conduct is available on the Company’s website. The Code of Conduct provides that staff are obliged to report any observed violations of the Code to the Company Secretary or the Chairman. The Code also provides that the Directors must ensure that any reported breaches of the Code undergo thorough investigation and that appropriate actions are taken. Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of a board is informed of any material incidents reported under that policy. Yes The Company has adopted a whistleblower policy which applies to all directors, officers, employees, contractors and consultants of the Company. This policy has been prepared having regard to the ASX Corporate Governance Principles & Recommendations and relevant provisions of the Corporations Act 2001 and the Taxation Administration Act 1953, and is available on the Company’s website. Recommendation 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. Yes The Company has adopted an anti-bribery and corruption policy which applies to all directors, officers, employees, contractors and consultants of the Company. This policy has been prepared having regard to the ASX Corporate Governance Principles & Recommendations and is available on the Company’s website. Principle 4: Safeguard integrity in financial reporting Recommendation 4.1 The board of a listed entity should: (a) 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 (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 financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. Complies with 4.1 (b) (a) The Company does not currently have an Audit Committee. The Company. The creation of an Audit and Risk Committee (if it is considered it will benefit the Company), would comprise of at least three members, all of whom must be independent Directors,andwhichmustbechairedbyanindependentDirector. At this stage of the Company’s development the full Board will assume the role of the Audit and Risk Committee. (b) Due to the size and nature of the existing Board and the magnitude of the Company’s operations the Company currently has no Audit Committee. Accordingly, the Board carries out the duties that would ordinarily be carried out by the Audit Committee, including the following processes to 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: (i) the Board will devote time at Board meetings to fulfilling the roles and responsibilities associated with maintaining the Company’s internal audit function and arrangements with external auditors; and (ii) all members of the Board will be involved in the Company’s audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting. Recommendation 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from itsCEOandCFOadeclarationthat, intheiropinion, 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 Board ensures that before approving the entity’s financial statementsfora financialperiod, theCEO/ Managing DirectorandCFO have declared 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 fairviewofthefinancialpositionandperformanceoftheentityandthat 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 A listed entity should disclose its process to verify the integrity of any periodiccorporate report itreleases tothemarket thatis not audited or reviewed by an external auditor. Yes TheCompany’s Risk ManagementPolicy provides for the review of any periodic corporate reports (including annual directors’ reports, quarterly activity reports, quarterly cashflow reports, and sustainability reports, as applicable) to ensure that such reports are balanced, materially accurate, and provide investors with appropriate information. Principle 5: Make timely and balanced disclosure Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. Yes (a) The Company has adopted a Continuous Disclosure Policy which sets out the processes the Company follows to comply with its continuousdisclosure obligationsunder theASX Listing Rulesand other relevant legislation. (b) The Company’s Continuous Disclosure Policy is available on the Company website. 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 The Company Secretary is responsible for distributing all material market announcements electronically to the Board promptly after they have been made. 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 All slides and presentations used for briefings and analyst presentations are released and uploaded to ASX Market Announcements Platform prior to the briefing taking place. Further details are set out in the Company’s Continuous Disclosure Policy. 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 General information about the Company, its operations and its governance is available on the Company’s website at https://dundasminerals.com/. The Company’s Corporate GovernancePoliciesare included in adedicatedCorporate Governance area on the Company website. Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. Yes The Company has adopted a Shareholder Communications Policy whichaimstopromoteandfacilitateeffectivetwo-waycommunication with investors. The Shareholder Communications Policy outlines a range of ways in which information is communicated to shareholders, and by which shareholders can make contact with the Company to request information or bring their concerns to the attention of the Company. Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. Yes Shareholders are encouraged to participate at all EGMs and AGMs of the Company. The Shareholder Communication Policy includes provisions focussed on shareholder meetings, including for shareholders to be provided a reasonable opportunity to ask questions oftheBoardatshareholdermeetings,andforthesubmissionofwritten questions by shareholders unable to attend the AGM. The Company provides shareholders with the opportunity to participate in shareholder meetings by allowing voting in person, by proxy or online. 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 substantive resolutionswhich are voted on at shareholder meetings are and will be decided by a poll, rather than by a show of hands. 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 Communications Policy states that as a part of the Company’s developing investor relations program, Shareholders can registerwiththeCompanyviathewebsitetoreceiveemailnotifications of when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted. Shareholders queries should be referred to the Company Secretary at first instance. Principle 7: Recognise and manage risk Recommendation 7.1 The board of a listed entity should: (a) 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 (b) 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. Complies with 7.1 (b) (a) The Company does not currently have an Audit and Risk Committee. The creation of an Audit and Risk Committee (if it is considered it will benefit the Company), would comprise of at least three members, all of whom must be independent Directors,andwhichmustbechairedbyanindependentDirector. At this stage of the Company’s development the full Board will assume the role of the Audit and Risk Committee. (b) In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Risk Committee under the Audit and Risk Management Committee Charter including the following processes to oversee the entity’s risk management framework: (i) the Board devotes time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures; and (ii) the Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies. Recommendation 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. Yes (a) The Audit and Risk Management Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound.TheCompanyprocessforriskmanagementandinternal compliance includes a requirement to identify and measure risk, monitor the environment for emerging factors and trends that affect these risks, formulate risk management strategies and monitor the performance of risk management systems. (b) The Board Charter requires the Company to disclose the number of times the Audit and Risk Management Committee (or, in its absence, the Board) met throughout the relevant reporting period, and the individual attendances of the members at those meetings. The Audit and Risk Management Committee Charter provides that the Audit and Risk Management Committee (or, in its absence, the Board) will review assessments of the effectiveness of risk management and internal compliance and control at least annually. The Company’s Board has completed a review of the Company’s risk management framework in the past financial year. Recommendation 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 factand the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes. Complies with 7.3 (b) (b) The Company does not have an internal audit function. As the Company grows the Board will consider whether the appointment of a contract internal auditor would be beneficial in assisting them in discharging their responsibilities. The Company evaluates and improves the effectiveness of its governance, risk management and internal control via the processes for review and oversight under that Charter. Recommendation 7.4 A listed entity should disclose whether it has material exposure to environmentalandsocialrisks and, if it does, how itmanages or intends to manage those risks. Yes Given the