Announcement PDF RIGHT RESOURCES LIMITED ABN 81 649 632 744 (Company) Corporate Governance Statement This Corporate Governance Statement is effective as of 18 September 2025 and has been approved by the Board of the Company (Board) on that date. This Corporate Governance Statement discloses the extent to which the Company will follow, as at the date it is admitted to the official list of the Australian Securities Exchange (ASX), the fourth edition recommendations set by ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (Recommendations). The Recommendations are not mandatory, however, the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the Recommendations during that period. The Company has adopted a suite of policies and charters which provides the written terms of reference for the Company’s corporate governance duties. The Company’s current policies and charters referred to in the table below are available to download on the Company’s website at www.rightresources.com.au/corporate-governance (Company’s Website). ASX Principles & Recommendations (4th Edition) Compliant? Explanation Principle 1 – Lay solid foundations for management and oversight 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 a description 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 Chair 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 here . 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 guidelines for the appointment and selection of the Board in its Board Charter. The Company’s Remuneration and Nomination Committee Charter requires the Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person or putting forward to security holders a candidate for election as a director. (b) Under the Remuneration and Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a director must be provided to security holders in the notice of meeting containing the resolution to elect or re-elect a director. 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’s Remuneration and Nomination Committee Charter requires the Committee (or, in its absence, the Board) to ensure that each director and senior executive is a party to a written agreement with the Company which sets out the terms of that director’s or senior executive’s appointment. The Company has written agreements with each of its directors and senior executives. 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 The Board Charter outlines the roles, responsibility and accountability of the company secretary. In accordance with this, the company secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. ASX Principles & Recommendations (4th Edition) Compliant? Explanation 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: (i) 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 (ii) 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. PARTIALLY (a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives. A copy of the Company’s Diversity Policy is available here. (b) The Company is committed to workplace diversity and inclusion at all levels regardless of gender, marital or family status, sexual orientation, gender identity, age, disabilities, ethnicity, religious beliefs, cultural background, socio-economic background, perspective, and experience. (c) The Board did not set measurable gender diversity objectives for the past financial year given the size of the Company and scale of its operations. 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 (a) The Company’s Remuneration and Nomination Committee (or in its absence, the Board) is responsible for evaluating the performance of the Board, its committees 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 Board Charter. (b) The Company has completed informal performance evaluations in respect of the Board and individual directors for the past financial year in accordance with the process as set out in the Board Charter. 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 the reporting period in YES (a) The Company’s Remuneration and Nomination Committee (or in its absence, the Board) is responsible for evaluating the performance and remuneration of the Company’s senior executives on an annual basis. The applicable processes for these evaluations can be found in the Company’s Board Charter. (b) The Company has not yet completed performance evaluations in respect ASX Principles & Recommendations (4th Edition) Compliant? Explanation accordance with that process during or in respect of that period. of the senior executives for the past financial year in accordance with the applicable processes due to the relatively recent formation of the Company. Principle 2 – Structure the board to be effective and add value 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. YES (a) The Company’s Board Charter provides for the creation of a Remuneration and Nomination Committee (if it is considered that it will benefit the Company) with at least three non-executive directors as members, the majority of whom are independent, and which must be chaired by an independent Director. A copy of the Company’s Remuneration and Nomination Committee Charter is available here. (b) Given the size of the Company and the current scale of operations, the full Board assumed the responsibilities of the Committee. The Board addresses all duties and responsibilities assigned to this Committee in accordance with the Committee Charter on an ongoing and regular basis, including processes to address succession issues and to ensure 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. 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. YES The Remuneration and Nomination Committee Charter requires the preparation of a Board skills matrix setting out the mix of skills and diversity that the Board currently has (or is looking to achieve). The Board’s mix of skills is reviewed at least annually as part of the annual performance review, to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction. The current Board skills matrix is annexed to this Corporate Governance Statement. The Board Charter requires the disclosure of each Board member’s qualifications and expertise. These details will be disclosed in the Directors Report within the Company’s future Annual Reports. 2.3 A listed entity should disclose: (a) the names of the directors considered by the board to be YES (a) The Board considers that as at the date of adoption of this statement the following directors are independent: ASX Principles & Recommendations (4th Edition) Compliant? Explanation independent directors; (b) if a director has an interest, position 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. (1) Mr Chris Brown (2) Mr Greg Winch (b) The Company’s Prospectus dated on or about 19 September 2025 (including any supplementary or replacement prospectus) (Prospectus) discloses if a director has an interest, position or relationship which may be perceived to 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 (refer to Section 5.2 of the Prospectus). (c) The Company’s future Annual Reports will disclose the length of service of each director, as at the end of each financial year. 2.4 A majority of the board of a listed entity should be independent directors. NO The Board considers Mr Chris Brown and Mr Greg Winch to be independent. This forms 40% of the board. The composition of this Board is deemed as appropriate given the size of the Company, however the Board's independence will be reviewed over time and as the Company and its composition grows. 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 The Board Charter provides that, where practical, the Chair of the Board should be an independent director and should not be the Managing Director. Mr Chris Brown is the Chair of the Board and he is an independent non- executive director. 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. YES In accordance with the Company’s Board Charter, the Remuneration and Nomination Committee (or in its absence, 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. Principle 3 – Instil a culture of acting lawfully, ethically and responsibly 3.1 A listed entity should articulate and disclose its values. YES The Company’s Board Charter and Code of Conduct outline the Company’s Purpose, Strategy and Values. These documents are available on the Company’s Website. For further information, see the Prospectus. 3.2 A listed entity should: YES The Company’s Code of Conduct applies to the Company’s employees, ASX Principles & Recommendations (4th Edition) Compliant? Explanation (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. contractors, consultants, directors and senior executives. A copy of the Company’s Code of Conduct is available here. The Code of Conduct outlines the principles and standards to which the Company’s employees, directors and senior executives are encouraged to strive towards when dealing with each other, shareholders, other stakeholders and the broader community. 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 The Company has established a Whistleblower Policy outlining who is entitled to protection as a whistleblower, the procedures for reporting and investigating reported matters, and the measures in place to protect reporters of improper conduct. A copy of the Company’s Whistleblower Policy is available here. 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 breaches of that policy. YES The Company has established an Anti-bribery and Anti-corruption Policy setting out the responsibilities in observing and upholding the Company's position on bribery and corruption and providing information and guidance to Company Representatives (as defined in the policy) on how to recognise and deal with bribery and corruption issues. A copy of the Company’s Anti-bribery and Anti-corruption Policy is available here. ASX Principles & Recommendations (4th Edition) Compliant? Explanation Principle 4 – Safeguard the integrity of corporate reports 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. YES (a) The Company’s Board Charter provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be non-executive Directors with the majority required to be independent, and which must be chaired by an independent director who is not the Chair of the Board. The Company has adopted an Audit and Risk Committee Charter which sets out the role and responsibilities of the Committee (or, in its absence, the Board). A copy of the Company’s Audit and Risk Committee Charter is available here. (b) The Company did not have an Audit and Risk Committee and the Board carried out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including risk management, internal audit functions and ensuring proper relationships with the external auditors. The Company’s Audit and Risk Committee Charter covers the selection, appointment and rotation of external auditors and outlines the process for appointment and removal of the external auditors based on ongoing reviews by the Board, and the rotation of the audit engagement partner in compliance with relevant legislation. A copy of the Company’s Audit and Risk Committee Charter is available via the link above. 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. YES The Company’s Audit and Risk Committee Charter require the Managing Director and Chief Financial Officer to provide a sign off on these terms. The Company obtains a sign-off on these terms for each of its financial statements. 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 As outlined in the Audit and Risk Committee Charter and following the Recommendations, all reports are initially prepared or verified by the Chief Financial Officer then reviewed for accuracy and verified for integrity by the ASX Principles & Recommendations (4th Edition) Compliant? Explanation Board and the Company Secretary prior to release. Principle 5 – Make timely and balanced disclosure 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 The Board Charter and Disclosure Policy detail the Company’s disclosure requirements and processes as required by the ASX Listing Rules and other relevant legislation. A copy of the Company’s Disclosure Policy is available here. 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 distributes copies of all Shareholder announcements to the full Board before release and will establish automatic reporting via the ASX Market Announcements Platform for immediate distribution of the released market announcements to each Board member on listing. 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 will be uploaded to the ASX Market Announcements Platform and released prior to the briefing to the market. Further details are set out in the Company’s Disclosure Policy. Principle 6 – Respect the rights of security holders 6.1 A listed entity should provide information about itself and its governance to investors via its website. YES Information about the Company and its governance is available on the Corporate Governance tab of the Company’s website found here. 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 Communication Policy which aims to promote and facilitate effective two-way communication with investors. The Policy outlines a range of ways in which information is communicated to shareholders. A copy of the Company’s Shareholder Communication Policy is available here. 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 general meetings of the Company. Upon the dispatch of any notice of meeting to shareholders, the company secretary shall send out material listing the various means available to attend the meeting or lodge proxy votes. All shareholders are encouraged to lodge any questions they would like addressed prior to the meeting, and participate by asking questions at the meeting. 6.4 A listed entity should ensure that all substantive resolutions at a YES The Company conducts shareholder meetings in compliance with the ASX Principles & Recommendations (4th Edition) Compliant? Explanation meeting of security holders are decided by a poll rather than by a show of hands. requirement to decide substantive resolutions by a poll. 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 Communication Policy provides that security holders can access all Company announcements via the Company’s website and the company announcements section of the ASX website. The Company also encourages security holders to register with the Company to receive email notifications 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 will be made available in these email notifications to the Company’s website on which all information provided to the ASX is immediately posted. The Investors section of the Company’s website will include an outline of how a security holder can elect to receive communications. The Company strongly encourages all security holders to register their email with the Company’s share registry to receive all registry correspondence in a timely and cost-effective manner. Shareholder queries should be referred to the Company Secretary in the first instance. Principle 7 – Recognise and manage risk 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. YES (a) The Company’s Board Charter provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be non-executive directors with the majority required to be independent directors, and which must be chaired by an independent director who is not the Chair of the Board. The Company has adopted an Audit and Risk Committee Charter which sets out the role and responsibilities of the Committee (or, in its absence, the Board). A copy of the Company’s Audit and Risk Committee Charter is available here. (b) The Company did not have an Audit and Risk Committee for the past financial year as the Board did not consider the Company would benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including processes to oversee the entity’s risk management framework. ASX Principles & Recommendations (4th Edition) Compliant? Explanation 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 Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound. (b) The Company’s Board has completed a review of the Company’s risk management framework in the past financial year. The Board performs a regular review of the Company’s risk matrix and regularly reviews reports by management on the efficiency and effectiveness of the Company’s risk management framework and implements required changes as necessitated. 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. YES (a) The Audit and Risk Committee Charter provides for the Audit and Risk Committee to monitor the need for an internal audit function. (b) The Company did not have an internal audit function for the past financial year. The Company’s Board and management are responsible for monitoring the Company’s internal audit functions. 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental or social sustainability risks and, if it does, how it manages or intends to manage those risks. YES The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist in identifying whether the Company has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. The Company has made detailed disclosure of the material risk factors facing its business, including environmental and social risks in Section 4 of the Prospectus. Principle 8 – Remunerate fairly and responsibly 8.1 The board of a listed entity should: (a) have a remuneration 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 YES (a) The Company’s Board Charter provides for the creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom must be independent non- executive directors, and which must be chaired by an independent director. A copy of the Company’s Remuneration and Nomination Committee Charter is available here. The Remuneration and Nomination Committee (or in its absence, the Board) reviews and recommends the level and composition of remuneration for directors and senior executives, ensuring that such remuneration is appropriate and not excessive. ASX Principles & Recommendations (4th Edition) Compliant? Explanation individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. (b) Given the size of the Company and the current scale of operations of the Company, the Board addresses all duties and responsibilities assigned to this Committee in accordance with the Committee Charter on an ongoing and regular basis, including processes to review and recommend the level and composition of remuneration for directors and senior executives, ensuring that such remuneration is appropriate and not excessive. 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. YES The Company’s Board Charter and Remuneration and Nomination Committee Charter outline the policies and practices regarding the remuneration of directors and senior executives, which will also be disclosed in the Company’s Annual Report. 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. YES The Company has implemented an equity-based remuneration scheme. The Company’s Securities Trading Policy prohibits the use of derivatives in rel