Announcement PDF Corporate Governance Statement Approved by the board of directors and issued on 25 September 2026 Corporate Governance Statement Litchfield Minerals Limited (‘the Company’) is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has turned to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, 4th Edition. Where the Company does not have certain policies or committees recommended by the ASX Corporate Governance Council (‘the Council’) in place during the reporting period, we have identified such policies or committees. The Board of Directors of Litchfield Minerals Limited (‘the Board’) are responsible for corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. Where the Company’s corporate governance practices do not correlate with the practices recommended by the Council, the Company is working towards compliance, however it does not consider that all the practices are appropriate for the Company due to the size, nature and scope of Company operations. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed. This statement and information identified therein is available on the company’s website at www.litchfieldminerals.com.au under the Corporate Governance tab in the Corporate section. Date of last review and Board approval: 25 September 2026 PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Recommendation Compliance Reference Commentary 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 Board Charter - Website The Company has established the functions reserved to the Board, and those delegated to senior executives and the Company Secretary and has set out these functions in its Board Charter. The Board of Litchfield Minerals is responsible for, and oversees the governance of, Litchfield Minerals. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. Clearly articulating the division of responsibilities between the Board and management will help manage expectations and avoid misunderstandings about their respective roles and accountabilities. In general, the Board assumes (amongst others) the following responsibilities. • reviewing and approving its strategies, budgets and business plans • overseeing management in its implementation of Litchfield Minerals’ strategic objectives, its role in instilling Litchfield Minerals’ values and performance generally • approving Litchfield Minerals’ Values Statement and Code of Conduct to underpin a culture of acting lawfully, ethically and responsibly • satisfying itself that Litchfield Minerals has in place an appropriate risk management framework (for both financial and non-financial risks including climate change risk) and setting the risk appetite within which the Board expects management to operate • satisfying itself that Litchfield Minerals’ remuneration policies are aligned with its purpose, values, strategic objectives and risk appetite 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 Board Charter - Website Litchfield Minerals aims to have a board of directors that has, at all times, the appropriate mix of skills, experience, expertise and diversity relevant to Litchfield Minerals’ businesses and the Board’s duties and responsibilities. With guidance from external consultants where necessary, the Board will identify candidates with appropriate skills, experience, expertise and diversity in order to discharge its mandate effectively and to maintain the necessary mix of expertise on the Board. The Board will assess nominations of new directors against a range of criteria including the candidate’s background, experience, gender, professional skills, personal qualities and whether their skills and experience will complement the existing Board. All directors (other than a managing director) are subject to re-election by rotation at least every three years subject to being nominated by the Board. Newly appointed directors must seek re-election at the first general meeting of shareholders following their appointment. For shareholder meetings where directors are standing for election or re-election, the notice of meeting will include information to enable shareholders to make an informed decision on their election. 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. Yes Board Charter - Website Written agreements are in place with each director and senior executive for the full year. New directors are to be provided with a formal letter of appointment to the Board setting out the key terms and conditions of the appointment, together with any other documents that Litchfield Minerals considers relevant to the appointment. Recommendation Compliance Reference Commentary 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 Board Charter - Website The Company has established the functions reserved to the Board, and those delegated to the Company Secretary and has set out these functions in its Board Charter. 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; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) 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 (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 No Diversity Policy - Website The Board values diversity (in its broader sense) and recognises the benefits it can bring to the organisation's ability to achieve its goals. However, given the current stage of the Company's operations and number of employees, the Company has determined at this stage not to formally adopt a diversity policy. The Company will re-assess this as the Company grows. Diversity includes, but is not limited to, gender, age, disability, ethnicity, marital or family status, religious beliefs, socio-economic background, perspective, experience, cultural background, sexual orientation and gender identity. The Company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent. The Board has adopted a policy to address harassment and discrimination in the Company, which it believes will facilitate an environment that encourages a diverse workforce. As at the date of this report, the Company has the following proportion of women appointed: • to the Board – 0% • to senior management – 0% • to the organisation as a whole – 0% The Company recognises that the mining and exploration industry is intrinsically male dominated in many of the operational sectors and the pool of women with appropriate skills will be limited in some instances. Where possible, the Company will seek to identify suitable candidates for positions from a diverse pool. Recommendation Compliance Reference Commentary 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. 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. Yes Board Charter - Website The Chairman is responsible for evaluating the performance of the Board and, when appropriate, Board committees and individual directors deemed. A Non-Executive Director is responsible for evaluating the Chairman. The evaluations of the Board, and any applicable Board committees and individual directors are undertaken via informal discussions on an ongoing basis with the Chairman. The evaluation of the Managing Director is undertaken via an informal interview process which occurs annually or more frequently, at the Board’s discretion. The evaluation of the non-executive Directors is undertaken via an informal interview process which occurs annually or more frequently, at the Board’s discretion. 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) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. Yes Board Charter - Website The Managing Director is responsible for evaluating the performance of senior executives. The evaluation of senior executives is undertaken via an informal interview process which occurs annually or more frequently as required and otherwise takes place as part of the annual salary review under the senior executives’ employment contract. During the financial year, informal evaluations have occurred on a number of times. PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE Recommendation Compliance Reference Commentary Recommendation 2.1 The board of a listed entity should: (a) have a nomination committee which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director, and disclose: 3) the charter of the committee; 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. No People & Remuneratio n Committee Charter Board Charter Annual Report Website The Company does not have a Nomination and Remuneration Committee. The Board is of the opinion that due to the nature and size of the Company, the functions performed by a Nomination and Remuneration Committee can be adequately handled by the full Board. At such time when the Company is of sufficient size, a separate Nomination and Remuneration Committee will be formed. When the Board convenes to carry out the functions performed by a Nomination and Remuneration Committee, it carries out those functions set out in the Company’s Nomination and Remuneration Committee Charter. The Company has adopted a Nomination and Remuneration Committee Charter which describes the role, composition, functions and responsibilities of the Nomination and Remuneration Committee. In determining candidates for the Board, the Nomination and Remuneration Committee (or equivalent) follows a prescribed process whereby it evaluates the mix of skills, experience and expertise of the existing Board. In particular, the Nomination and Remuneration Committee (or equivalent) is to identify the particular skills that will best increase the Board's effectiveness. Consideration is also given to the balance of independent directors. Potential candidates are identified and, if relevant, the Nomination and Remuneration Committee (or equivalent) recommends an appropriate candidate for appointment to the Board. Any appointment made by the Board is subject to ratification by shareholders at the next annual general meeting. The Board recognises that Board renewal is critical to performance and the impact of Board tenure on succession planning. Each director other than the Managing Director, must not hold office (without re- election) past the third annual general meeting of the Company following the director's appointment or three years following that director's last election or appointment (whichever is the longer). However, a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the Company. At each annual general meeting a minimum of one director or one third of the total number of directors must resign. A director who retires at an annual general meeting is eligible for re-election at that meeting and re-appointment of directors is not automatic. Recommendation 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. No Website The Board does not maintain a formal Board Skills Matrix, as the Board considers that such a matrix is not necessary given the current size and scope of the Company’s operations. The Board may adopt such a matrix at a later time as the Company’s operations grow and evolve. Recommendation 2.3 A listed entity should disclose: Yes Board Charter The Board considers the independence of directors having regard to the relationships listed in Box 2.3 of the Principles & Recommendations and the Company's materiality thresholds. When considering whether a director is an independent director, the materiality of an interest, position, Recommendation Compliance Reference Commentary (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation 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 or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. Annual Report Website association or relationship must be assessed to determine whether it might interfere, or might reasonably be perceived to interfere, in a material respect, with the director’s capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its shareholders. Directors have been selected to bring specific skills and industry experience to the Company. The Board has an expansive range of relevant industry experience, financial, legal and other skills and expertise to meeting its objectives. Director Assessment Dr Peter Eaglen (Non-Executive Chairman), including entities associated with him, is an (approximately) 2.27% shareholder in the Company. He has also received performance-based remuneration from the Company (Options and Performance Rights). Dr Eaglen’s independence has been assessed by the Board and is considered by the Board to be independent. Professor Mark Noppé (Non-Executive Director), including entities associated with him, is an (approximately) 1.03% shareholder in the Company. He has also received performance-based remuneration from the Company (Options and Performance Rights). Professor Noppé’s independence has been assessed by the Board and is considered by the Board to be independent. Mr Matthew Pustahya (Managing Director), holds and executive position in the Company and including entities associated with him, is an (approximately) 9.2% shareholder in the Company. Mr Pustahya is therefore not considered by the Board to be independent. The length of service of each director is disclosed in the Company’s Annual Report. Recommendation 2.4 A majority of the board of a listed entity should be independent directors. Yes Independenc e of Directors Assessment Website As noted above, two of the three directors of the Company are independent and meet the requirement of recommendation 2.4. 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 Independenc e of Directors Assessment Website The chair of the Board, Dr Eaglen was assessed as an independent director and is not the CEO of the Company and meets recommendation 2.5. 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 directors to undertake professional development to maintain the Yes Board Charter Website It is the policy of the Company that each new Director undergoes 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 premises, an induction package and presentations. Information conveyed to new Directors include: • details of the roles and responsibilities of a Director; Recommendation Compliance Reference Commentary skills and knowledge needed to perform their role as directors effectively. • formal policies on Director appointment as well as conduct and contribution expectations; • a copy of the Corporate Governance Statement, Charters, Policies and Memos; and • a copy of the Constitution of the Company. In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY Recommendation Compliance Reference Commentary Recommendation 3.1 A listed entity should articulate and disclose its values Yes Code of Conduct - website The Company has established a code of conduct to support Litchfield Minerals’ Corporate Values Statement and is a guide of the expected behaviours from all Employees to act in accordance with Litchfield Minerals’ values and in the best interest of Litchfield Minerals. Recommendation 3.2 A listed entity should: (a) have and 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 Code of Conduct - website The Code of Conduct has been approved by the Company’s board of directors and sets out the way Litchfield Minerals conducts business. Litchfield Minerals will carry on business honestly and fairly, acting only in ways that reflect well on Litchfield Minerals in strict compliance with all laws and regulations. The purpose of this Code is to guide the behaviour of everyone in Litchfield Minerals (including all employees, contractors, consultants, managers and directors, including temporary employees, contractors and directors of Litchfield Minerals) by clearly stating Litchfield Minerals’ firm commitment to behaving honestly and fairly. The Code outlines the procedure for notifying the Board of any non-compliance of the Code. Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. Yes Whistleblowe r Policy – website The Company has a Whistleblower Policy, within its Corporate Governance Plan, which is 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 Anti-bribery and Corruption Policy - website The Company has an Anti-bribery and Corruption Policy within its Corporate Governance Plan, which is on the Company’s website. PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS Recommendation Compliance Reference Commentary Recommendation 4.1 The board of a listed entity should: (a) have an audit committee which: 1) has at least three members, all of whom are non-executive 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. No Audit & Risk Management Charter - Website The Company does not have an audit committee. The Board is of the opinion that due to the nature and size of the Company, the functions performed by an audit committee can be adequately handled by the full Board. At such time when the Company is of sufficient size, a separate Audit and Risk Management Committee will be formed. It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes both internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial and non-financial information. It is the Board’s responsibility for the establishment and maintenance of a framework of internal control of the Company. The Company has established procedures for the selection, appointment and rotation of its external auditor. The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises, as recommended by the Audit Committee (or its equivalent). Candidates for the position of external auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company's business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Audit Committee (or its equivalent) and any recommendations are made to the Board. 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 Yes Kept at registered office The Managing Director and the Chief Financial Officer provide a declaration to the Board in accordance with section 295A of the Corporations Act for each financial report and assure the Board that such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. Such written confirmations have been received in respect of the year under review. Recommendation Compliance Reference Commentary 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. 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 Kept at registered office All periodic reports are reviewed and approved by the Board prior to public release. PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE Recommendation Compliance Reference Commentary 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 Continuous Disclosure Policy – Website The Company has established written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability at a senior executive level for that compliance. 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 Continuous Disclosure Policy – Website All material announcements are reviewed and approved by the Board prior to release. Copies of all announcements are kept at registered office. 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 Continuous Disclosure Policy – Website All investor, conference or roadshow presentations are released on the ASX Market announcements Platform ahead of the presentation. PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS Recommendation Compliance Reference Commentary Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. Yes Corporate Governance - Website The Company’s website includes the following: • Corporate Governance policies, procedures, charters, programs, assessments, codes and frameworks • Names and biographical details of each of its directors • Copies of annual, half yearly and quarterly reports within the ASX announcements • ASX announcements • Latest presentations • Overview of the Company’s current projects Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. Yes Shareholder Communicatio n Policy - Website The Company has designed a communications policy for promoting effective communication with shareholders and encouraging shareholder participation at shareholder meetings. Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. Yes Shareholder Communicatio n Policy - Website The Company has designed a communications policy for promoting effective communication with shareholders and encouraging shareholder participation at shareholder meetings. 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 N/A All resolutions at meetings of security holders are decided by 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 Shareholder Communicatio n Policy - Website Shareholders are regularly given the opportunity to receive communications electronically. PRINCIPLE 7 – RECOGNISE AND MANAGE RISK Recommendation Compliance Reference Commentary Recommendation 7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director, and disclose: 3) the charter of the committee; 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 risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. No Audit & Risk Management Committee Charter - Website The Company does not have a risk committee. The Board is of the opinion that due to the nature and size of the Company, the functions performed by a risk committee can be adequately handled by the full Board. At such time when the Company is of sufficient size, a separate Audit and Risk Management Committee will be formed. It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes both internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial and non-financial information. It is the Board’s responsibility for the establishment and maintenance of a framework of internal control of the Company. The Board has adopted a Risk Management Policy to assist with the identification and review of risk as well as the responsibilities within the Company. 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