June 2025 Corporate Governance Statement

2025 CORPORATE GOVERNANCE STATEMENT
Introduction
This Corporate Governance Statement outlines the key governance practices in place for the financial year ended
30 June 2025 and addresses how Manuka Resources Limited (Manuka, the Company) has complied with the ASX
Corporate Governance Council’s Corporate Governance Principles and Recommendations, 4
th
Edition (ASX
Principles). The Company adopted the ASX Principles for the full 2025 year, except where otherwise explained.
Further information relating to the Company’s corporate governance practices and key governance documents
can be found on the Corporate Governance section of the Company’s website at
https://manukaresources.com.au/corporate-governance
This statement should be read in conjunction with our 2025 Annual Report and other relevant disclosures,
available on the Company’s website at https://www.manukaresources.com.au
The information in this statement is current at and was approved by the Board on 30 September 2025.

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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. Board of Directors - Roles and Responsibilities
YES, Manuka follows Recommendation 1.1.
The Company has adopted a Board Charter which sets out the respective role, function and responsibilities of
the Board, the Chair and the Senior Team and those matters expressly reserved for the Board and those
delegated to management.
A copy of the Board Charter is available on the Company’s website. The Charter seeks to ensure the Board fulfills
its responsibilities in an effective and capable manner.
The function of running the Company is divided between the Board, the Executive Chair and the Senior Team.
The Board’s primary responsibility is to be a custodian for the interests of its Shareholders by ensuring the
Company complies with its contractual, statutory and any other legal and regulatory obligations together with
overseeing the Company’s risk management framework.
The Board delegates authority to the Senior Team to carry out the administration of the Company.
The Role of the Chair
For the vast majority of 2024/2025, the role of Manuka’s Executive Chair has been developing strategies to
source cash resources for operations and growth. Overcoming this challenge requires a diverse and strategic
skill set that spans finance, strategy, communication, knowledge and risk management - the Company’s
Executive Chair, Mr Karp continues to develop and hone his skills to meet this challenge.
The Board are at liberty to engage specialists and consultants as appropriate to assist in any information
gathering assessment process and provide a regular flow of information to Manuka Directors in the absence of
a Lead Independent Director or Independent Deputy Chair.
All Directors are required to disclose circumstances that may affect, or be perceived to affect, their ability to
exercise independent judgement. A Director with an actual or potential conflict in relation to a matter before
the Board must withdraw from the meeting discussions for the period during which the matter is considered and
can take no part in the discussions or decision-making process.
Responsibilities of Senior Team
The Senior Team is responsible for the administration and functioning of Manuka managing general operations,
expenditure limited and taking control of the financial reporting of the Company in accordance with the
delegated authority of the Board and in accordance with the Corporate Code of Conduct.

1.2. Board Nominations
YES, Manuka follows Recommendation 1.2
The Board (on recommendations received from the Nomination Committee where appropriate) will consider
nominations for appointment or election of Directors having regard to the skills and experience required by the
Company (as detailed in the Board Skills Matrix referred to in Section 2.3 below) and procedures outlined in the
Company’s Constitution and the Corporations Act 2001 (Cth).

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The Company undertakes appropriate checks before making an appointment to the Board and Senior Team.
Candidates are assessed through interviews, meetings and background checks.
Information about directors who are standing for election or re-election including biographical details,
qualifications, experience and other directorships is provided to Shareholders in the Notice of Meetings so
informed decisions about suitability for the Company, knowledge base and ability to discharge their role can be
made.

Director

Appointed

NED

Independent
Retiring
2025 AGM
Re-appointment
2025 AGM
Dennis Karp 20/04/2016 NO NO NO NO
Alan Eggers 10/11/2022 NO NO YES YES
John Seton 10/11/2022 YES YES NO NO

1.3. Written Agreements for Director Appointments
YES, Manuka follows Recommendation 1.3
Directors and Senior Team members are parties to a written agreement with the Company which outlines the
roles and responsibilities of each person, their duties and accountabilities.
The material terms of engagement with the Company’s key management personnel are outlined within the
Remuneration Report in the Company’s Annual Reports.
1.4. The Company Secretary
YES, Manuka follows Recommendation 1.4
The Company Secretary for Manuka operates at the intersection of governance, compliance and board support.
The broader role encompasses the matters which enables the proper functioning of the Board by providing Board
papers, taking minutes, communicating with the ASX and other regulatory bodies, attending to all statutory and
other filings together with ensuring the Board adheres to the annual requirements of the Company’s governance
framework.
There is a trusted working relationship between the Company Secretary, the Executive Chair and the Board
providing a collaborative and supportive environment in which there is open communication and mutual respect
in the deliverance of governance responsibilities.
1.5. Diversity
NO, Manuka has not followed Recommendation 1.5
The Company recognises the positive advantages of a diverse workplace and has adopted a Diversity Policy
providing an approach for the Company to follow to promote equity and inclusion particularly in leadership,
recruitment and culture.
The Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate
and to continually monitor both the objectives, if any have been set, and the Company’s progress in achieving
them.
Mauka recognises that setting measurable objectives for diversity is important because it turns intentions into
accountability. Rather than treating diversity as a symbolic or aspirational goal, measurable objectives would
enable Manuka to track progress, drive meaningful change, and demonstrate commitment.
However, for the reporting period ending 30 June 2025, the Manuka Board has not set measurable objectives
for achieving gender or other forms of diversity at Board, Senior Team or workforce levels. The Board believes

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that, given the current stage of operations and resourcing levels, it is more appropriate to take a flexible,
principles-based approach to diversity.
The Board will continue to review the position annually and will consider establishing measurable objectives as
the Company looks to moving into production.
The Company is not a Relevant Employer (as defined by the Workplace Gender Equality Act).
On 30
th
June 2025, Manuka had 18 total staff (11 permanent and 7 casual). 2 of the Senior Team are females
representing 11% of the Company’s total staff. There is no female representation at Board level.
1.6. Board Performance Review
PARTIALLY, Manuka has followed Recommendation 1.6
The Manuka Board recognises the importance of regular performance evaluations to ensure it operates
effectively.
For the reporting period ending 30 June 2025, a formal, structured evaluation process of the Board (given the
smaller scale of the Board) and individual directors was not undertaken.
The Board instead reviewed the performance of each Director, the Board and Chairman through the completion
of a questionnaire by each Director comprised of an Individual Director Self-Assessment, Board Performance
Evaluation and Chairman Evaluation.
Given the Company’s current stage of operations and resourcing levels, the Board considers an informal
performance evaluation strategy is appropriate and effective for its needs.
1.7. Senior Executives Performance Review
PARTIALLY, Manuka has followed Recommendation 1.7
Whilst the Company does not have a documented performance evaluation framework for the Senior Team,
performance reviews were conducted during the reporting period through regular discussions between the
Executive Chairman and the individual Team members.
These evaluations considered individual contributions to the Company’s operations and informed decisions
regarding development and incentives.
The Board considers this approach appropriate for the Company’s stage of operations and resourcing levels.

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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.
2.1. Nomination Committee
NO, Manuka has not followed Recommendation 2.1
Manuka has not established a separate Nomination Committee instead, the duties and responsibilities delegated
to a Nomination Committee are the responsibility of the full Board. Given the size of the Company’s Board during
2025, the Board did not believe any marked efficiencies or enhancements would be achieved by the creation of
a separate Nomination Committee.
The Board has adopted a Nomination Committee Charter which describes the role, composition, functions and
responsibilities of the Nomination Committee – in the absence of this Committee, the Board acts in accordance
with the Charter.
2.2. Board - Skills and experience mix
YES, Manuka follows Recommendation 2.2
Whilst the three (3) man Manuka Board is lean; directors have the technical, financial and strategic experience
relevant to the Company’s current exploration activities and future growth aspirations. Key areas of strength
include mining, production, exploration, capital markets, legal and compliance.
Board Skills Matrix for Manuka Resources Limited
Skill / Experience Dennis KARP Alan EGGERS John SETON

Mining, production and exploration
✓ ✓ ✓

Project Development/Delivery
✓ ✓ ✓

Health, Safety & Environment (HSE)
✓ ✓


Capital Markets / Fundraising
✓ ✓ ✓

Financial / Accounting
✓ ✓ ✓

Governance / ASX Compliance
✓ ✓ ✓

Legal / Regulatory
✓

Community / Indigenous Relations
✓ ✓

Leadership
✓ ✓ ✓

Risk Management
✓ ✓ ✓

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The Board will consider additional skills – permitting and development finance as projects progress and required
resourcing levels are achieved and maintained.
The qualifications, skills and experiences of the directors is disclosed in the Company’s latest Annual Report.
2.3. Board - Independent Directors
NO, Manuka has not followed Recommendation 2.3
Presently, Manuka has a three (3) man Board – one Executive Chairman, Mr Dennis Karp, one Executive Director,
Mr Alan Eggers and one independent non-executive director, Mr John Seton.
In assessing independence, the Board considers the factors set out in Box 2.3 of the ASX Governance Principles,
including if the director is employed in an executive capacity, independent of management and free of any
interest, position, association or business or other relationship and in this respect, Messrs Karp and Eggers are
not considered independent.
The independent Director of the Board has assessed the materiality of these factors and has suggested the Board
could benefit from another non-executive director and a non-executive chair, separating the two executive
directors from governance. Resourcing levels have permitted this from happening in 2025.
The Company’s Annual Report discloses directors’ independence.
2.4. Board – Majority of Independent Directors
NO, Manuka has not followed Recommendation 2.4
Only one (1) of three (3) directors is independent.
The structure of the Board means no individual or small group can dominate decision making and no bias towards
the interests of the Senior Team.
Directors are not involved in decisions where they have or could be perceived to have, a conflict of interest. Any
director who considers they may have a conflict of interest must declare it immediately.
2.5. Chair of Board
NO, Manuka has not followed Recommendation 2.5
The ASX Principles recommends “the chair of the board should be an independent director and, in particular,
should not be the same person as the CEO of the entity”.
Mr Karp is the Executive Chairman of Manuka as well as operating in the capacity of a role equivalent to the CEO
(CEO) (Manuka does not have a dedicated person as the CEO), therefore, there is no clear division of
responsibility between these functions and as such, Mr Karp is not independent of the Company.
Mr Karp is the most appropriate person to serve as Chair at this stage of the Company’s operations, given his
deep understanding of the Company’s development pathway, strong leadership through the capital raising
phases and his relationships that benefit the Company’s funding access.
Furthermore, by maintaining a simple structure of combined Chairman and CEO, Manuka can respond to the
changing competitive landscape quickly and easily.
Manuka is currently not able to appoint an Independent Chairman to the Board but if the opportunity presented
to appoint a Lead Independent Director; the Board will give serious consideration to such an appointment.

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2.6. Directors’ induction and education
YES, Manuka follows Recommendation 2.6
Whilst new directors to Manuka are selected for their skills and knowledge acquired through their education,
professions and ongoing exposure to the industry they are educated about the nature of the business, current
issues, the corporate strategy and expectations around director performance and contribution.
New directors have access to the Manuka Corporate Governance Plan including Code of Conduct and the key
Policies - Share Trading, Diversity, Sustainability, Anti-Bribery, Anti-Corruption, Shareholders Communication and
Continuous Disclosure.
They have the right to access all relevant Company documentation and information and to the Executive
Chairman.
Manuka encourages directors to continue their professional development to assist them in performing their role
effectively and are encouraged to pursue professional development opportunities.

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Principle 3 - Instil a culture of acting lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organisation of acting
lawfully, ethically and responsibly.
3.1. Values
YES, Manuka follows Recommendation 3.1
Manuka has articulated values reflecting the exploration-focused, capital intensive and high-risk nature of the
business whilst aligning with governance expectations of ethical conduct, sustainability, safety and community
engagement.
Manuka’s values underpin the Company’s foundations and set the standards of behaviour expected from
directors, the Senior Team and employees.
The Company’s core values is available from the website.
3.2. Corporate Code of Conduct
YES, Manuka follows Recommendation 3.2
Manuka Resources Ltd has issued a Corporate Code of Conduct which underpins the Company’s commitment to
integrity and fair dealing in its business affairs and a duty of care to all employees, clients and Shareholders.
The Code sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum
standard of behaviour including:
• Expected standards of professional and personal behaviour
• Conflicts of interest
• Security of information
• Discrimination and Harassment
• Health and Safety
• Corrupt Conduct

The Company’s Code of Conduct policy is available from the website.
3.3. Whistleblower Policy
YES, Manuka follows Recommendation 3.3.
Manuka has adopted a formal Whistleblower Policy which is available from the Company’s website.
The Policy encourages the reporting of any suspected unethical, illegal, fraudulent or undesirable behaviour
involving the Company’s businesses and aims to protect any officer or employee who raises such a concern.
3.4. Anti-Bribery and Corruption Policy
YES, Manuka follows Recommendation 3.4.
Manuka has adopted a formal Anti-Bribery and Anti-Corruption Policy which available from the Company’s
website.

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The Policy provides clarity to all directors, officers and labour hire contractors to ensure the Company is
complying with the laws and regulations of Australia, within which it operates and ensuring that all business is
conducted ethically and in accordance with its values.

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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 Audit, Risk and Sustainability Committee
NO, Manuka has not followed Recommendation 4.1.
Given the size of the Company’s board, it is impractical for a separate audit committee to be formed, and the
Board is acting as the Audit, Risk and Sustainability Committee at this time, undertaking the full responsibilities
of the Committee. The Board considers this approach is appropriate as it ensures the three directors can attest
to the robustness of the Company’s financial oversight and reporting processes.
The Board has adopted an Audit, Risk and Sustainability Committee Charter which imposes strict policies and
standards to ensure compliance with corporate financial and accounting standards. The Board acts in accordance
with the Charter.
If deemed appropriate the Company’s auditors and professional advisors will be invited to advise the Board.
4.2 CEO and CFO declarations
YES, Manuka follows Recommendation 4.2.
The Board has determined the Executive Chairman, and the Financial Controller are the appropriate persons to
make the CEO and CFO declarations as required under section 295A of the Corporations Act.
Declarations are prepared and provided to the Board prior to sign off the Annual and Interim Financial Reports.
4.3 Internal Controls for Periodic Corporate Reports
YES, Manuka follows Recommendation 4.3
Manuka is committed to ensuring the integrity and accuracy of all corporate reports released to the market. This
applies to all periodic corporate reports that are not subject to audit or external review, including activity reports
and operational updates.
All such reports are prepared by the relevant subject matter expert (finance team for financial data, executive
directors for operational updates), verified against internal data systems, reviewed by executive directors and
chief operating officer and approved for release in accordance with the Company’s continuous disclosure policy.

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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 Continuous Disclosure Policy
YES, Manuka follows Recommendation 5.1.
Manuka has adopted a formal Continuous Disclosure Policy together with a Policy on Compliance Procedures
which are available on the Company’s website
The Company Secretary is responsible for Manuka’s disclosure requirements, and most Company disclosures are
coordinated through the Company Secretary.
5.2 Material Market Announcements to Board
YES, Manuka follows Recommendation 5.2.
Even though this recommendation focuses on post-lodgement documentation, Manuka directors are involved in
approving all material announcements prior to release to the market.
The Company Secretary is responsible for coordinating market announcements and once lodged and released to
the market, distributes via email the confirmation of release to all directors. The announcement is attached to
the confirmation.
All announcements are published on the Company’s website, where directors can access and review them at any
time.
This process ensures the Board maintains oversight of the Company’s disclosure obligations in real time.
5.3 Release of Substantive Investor or Presentation Material
YES, Manuka follows Recommendation 5.3.
All investor and Shareholder presentations are released on the ASX Market Announcements Platform ahead of
the presentation.
All presentations are published on the Company’s website.

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Principle 6 - Respect the rights of security holders
A listed entity should provide its security holders with appropriate information and facilities to
allow them to exercise their rights as security holders effectively.
6.1 Company Website
YES, Manuka follows Recommendation 6.1.
Information about the Company, the Board, policies, quarterly, interim and annual reports, notice of meetings
and results of meetings, investor presentations and other ASX announcements are immediately published on the
Company’s website following release to the market.
6.2 Shareholder Communication Strategy
YES, Manuka follows Recommendation 6.2
Manuka has adopted a Shareholder Communication Policy to ensure Shareholders are informed of all major
developments affecting the Company.
A copy of the Policy is available on the Company’s website.
The Board recognises its duty to ensure that its Shareholders are informed of all major developments affecting
the Company. Information is communicated to shareholders and the market through:
• the Annual Report which is distributed to shareholders and available on the Company’s website.
• Notice of the Annual General Meeting and other general meetings called to obtain shareholder
approvals as appropriate.
• the interim financial report.
• quarterly activities and cash flow reports; and
• other announcements released to the ASX as required under the continuous disclosure requirements
of the ASX Listing Rules and other information that may be mailed to shareholders or made available
through the Company’s website.
Investors are encouraged to contact the Company via the email addresses provided on the Company’s website.
Any enquires or emails received are answered in a timely manner. Shareholders are also able to call the Company
and will receive appropriate advice and information.
6.3 Facilitate and Encourage Participation at Shareholder Meetings
YES, Manuka follows Recommendation 6.3.
Shareholders are encouraged to participate at all Manuka General Meetings and Annual General Meetings -
Shareholders are provided with the opportunity to raise questions of the Auditors, Executive Chairman and the
Board collectively at all Meetings.
All Meetings held during the 2025 year were held as in person meetings to encourage attendance and
participation.
All Meeting matters are presented as single resolutions to Shareholders.
6.4 Substantive Resolutions Decided by a Poll
YES, Manuka follows Recommendation 6.4

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At all Manuka General and Annual General Meetings, substantive resolutions are decided by a poll, rather than
by a show of hands.
This approach promotes transparency especially for contentious or material matters and ensures all Shareholder
votes are included, even those not actually present at the meeting.
6.5 Electronic Communication
YES, Manuka follows Recommendation 6.5.
Shareholders have the option to receive communications electronically for reasons of cost, convenience and
economic sustainability from Manuka’s share registry - Automic Pty Ltd.
Additionally, through the Company’s website, Shareholders or other interested parties can sign up for a mailing
list to which all ASX announcements are sent immediately following the release of an announcement.

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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 A Risk Committee to oversee the risk framework
NO, Manuka did not follow Recommendation 7.1
The Manuka Board has not constituted a separate Risk Committee. Given the size of the Company’s Board and
nature of operations of the Company – care and maintenance, the establishment of a separate committee to
oversee risk management is not considered cost-effective currently.
The Board has adopted a Risk Management Policy (which is available on the Company’s website) in conjunction
with a system of internal compliance and control. The Board acts in accordance with the Policy.
The Board is supported by the Senior Team in identifying and managing material risk to the Company, which
during 2025 was funding and liquidity - the Board recognises a lack of cash resources and dependence on external
funding are material risks.
Even without a separate risk committee, the Board actively monitored and mitigated funding and liquidity risks
under its broader risk oversight role.
Monitoring cash flow forecasts, analysis of budgeted to actual performance and review of funding strategies
enabled the Board to adopt the processes which ensured the cash runway was sufficient, costs were controlled,
avoided ‘panicked’ raisings under unfavourable terms and modelled alternative funding scenarios. The Executive
Chairman actively managed this risk during 2025.
7.2 Risk management Annual Review
NO, Manuka did not follow Recommendation 7.2
The Board did not undertake a formal annual review of the Company’s risk management framework during the
reporting period.
Financial pressure and risk volatility are the drivers for continuous oversight and the Board considers that an
annual review would not provide sufficient information. Instead, the Company’s material risks, are reviewed and
discussed at each Board meeting. This ensures that risks are considered on a regular and ongoing basis, rather
than only once per year.
The Board believes that this approach provides a higher standard of risk oversight than a single annual review
and is appropriate for the Company currently.
7.3 Internal audit function
NO, Manuka did not follow Recommendation 7.3
Having regard to the size of the Company’s Board and the scale of operations during the 2025 year, a dedicated
internal audit function was not established.
The Company employs alternative processes to evaluate the governance, risk management and internal control
processes including regular oversight by the Board in the capacity as an Audit and Risk Committee and ongoing
monitoring and reporting by the Senior Team to the Board on risk and control matters.

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7.4 Economic, Environmental and Social Sustainability Risks and their Management
YES, Manuka follows Recommendation 7.4
The material manageable risks which Manuka is exposed to include operational risks, capital risks and human
resources risks as follows:
• obtaining government approvals.
• geological and environmental issues.
• land access and community disputes.
• the ability to raise additional capital; and
• recruiting and retaining qualified personnel.
The full Board is responsible to oversee the risk management function, and the Chief Operating Officer oversees
implementing an appropriate level of control to mitigate these risks within the Company. The full Board reviews
all major corporate strategies and decisions and takes appropriate actions on a continuous basis.

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Principle 8 - Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high quality
directors and design its executive remuneration to attract, retain and motivate high quality
senior executives and to align their interests with the creation of value for security holders and
with the entity’s values and risk appetite.
8.1 Remuneration Committee
NO, Manuka did not follow Recommendation 8.1
The size of the Company’s Board prevents the establishment of a separate Remuneration Committee. The Board
functioned as the Remuneration Committee during the 2025 year.
Remuneration director matters are considered by the Board with individual directors not present at discussions
where there is a conflict of interest.
8.2 Remuneration Policy
YES, Manuka follows Recommendation 8.2
Manuka’s objective is to provide maximum benefit to Shareholders from being able to retain high quality Board
and executives by remunerating them with appropriate and with reference to relevance employment market
conditions. Executive’s remuneration and Manuka’s operational and financial performance are linked.
Non-Executive Director’s remuneration is determined by the Board within the maximum levels approved by
Shareholders.
Periodically, an independent consultant is engaged to benchmark Board and senior executive remuneration. The
purpose of the benchmarking is to ensure that remuneration offered by the Company is competitive in the
market and appropriate for the Company’s circumstances.
The Company has an Employee Omnibus Incentive Plan (OIP) which was approved by shareholders at the 2021
and 2024 Annual General Meetings. A summary of the terms of OIP is set out in the Schedules to the Notice of
Meeting and Explanatory Statement dated 12 November 2021 and 14 October 2024 respectively.
The details of the remuneration of directors are provided in the Directors' Report under the heading
"Remuneration Report” in the Annual Report – the remuneration of Executive Directors are formalised through
service agreements.
8.3 Equity Based Remuneration Schemes
YES, Manuka follows Recommendation 8.3.
The Company’s Securities Trading Policy requires employees not to enter transactions which limit the economic
risk of holding unvested entitlements awarded under the company’s equity-based incentive plan.
The Company’s Securities Trading Policy may be viewed and downloaded from the Company’s website.

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Principle 9 – Additional Recommendations
Principal 9 and its associated Recommendations apply only to listed entities established outside Australia. As
Manuka is incorporated in Australia, Principle 9 does not apply.