Corporate Governance Statement and Appendix 4G
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VIKING MINES LIMITED
ACN 126 200 280
CORPORATE GOVERNANCE STATEMENT | 30 SEPTEMBER 2026
The governance measures adopted by the board of directors (the Board) of Viking Mines Limited (the Company, we, or our) reflect the Board’s endorsement of the
recommendations contained in the ASX Corporate Governance Council’s Principles and Recommendations (4th Edition) (the Recommendations).
This Corporate Governance Statement discloses the extent to which the Company complies with the Recommendations and, if it does not, why not. The following
legend has been used to indicate the status of the Company’s compliance with each of the Recommendations:
The Company has followed the Recommendation in full for the whole of the period
The Company has not followed the Recommendation in full for the whole of the period and is either working towards complying with the Recommendation or has alternative governance
arrangements in place
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.
In addition to the information contained in this Statement, the Company’s website at https://www.vikingmines.com/ contains additional details of its corporate
governance practices and procedures.
Principle 1: Lay solid foundations for management and oversight
1.1 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 also sets out requirements as to the Board’s composition and required skill representation, 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 on the Company’s website.
1.2 The Company undertakes backgrounds checks with regards to the person’s character, experience, education, criminal record and bankruptcy history
prior to nomination for election as a director.
When an individual is nominated to be a director, all material information required to enable shareholders to make an informed decision on whether or
not to elect or re-elect a Director is provided in the appropriate Notice to shareholders.
1.3 The Company has written agreements with all Directors and Senior Executives which sets out the terms of their appointment.
1.4 The Company’s Board Charter outlines the roles, responsibilities 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.
VIKING MINES LIMITED | CORPORATE GOVERNANCE STATEMENT | 30 SEPTEMBER 2026
Principle 1: Lay solid foundations for management and oversight
1.5 During the reporting period, the Company had a Diversity Policy, which provided for the Board to establish measurable objectives for achieving gender
diversity and for the Board to assess annually both the objectives and progress towards achieving them.
The Company, at its current size and stage of development, has not found it necessary to annually report on measurable objectives with respect to gender
diversity. Given the current small size of the Board and Company’s employee base and operations, the Board does not presently intend to set measurable
gender diversity objectives. Notwithstanding, the Company is cognisant of the benefits of diversity, including gender, and strives to employ the best
person for the job in all instances, regardless of gender.
The respective proportions of women on the Board, in senior executive positions and across the whole organisation are:
Board – Men | 100%
Officers (non-Board) – Women | 100%
Other Employees – Men | 100%
The Company is not considered to be a relevant employer under the Workplace Gender Equality Act.
1.6 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
Performance Evaluation Policy which is available on the Company’s website.
The Company’s Remuneration and Nomination Committee Charter requires the Company to disclose whether or not performance evaluations were
conducted during the relevant reporting period.
A informal board performance review was undertaken during the reporting period.
1.7 The Company’s Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s
senior executives on an annual basis. The applicable processes for these evaluations can be found in the Company’s Performance Evaluation Policy, which
is available on the Company’s website.
The Company’s Remuneration and Nomination Committee Charter requires the Company to disclose whether or not performance evaluations were
conducted during the relevant reporting period.
The Board did not undertake a formal evaluation in respect of Managing Director, Mr Julian Woodcock during the reporting period, however senior
executive performance was considered regularly on an ongoing basis by the Board.
Principle 2: Structure the Board to be effective and add value
2.1 The Company adopted a Remuneration and Nomination Committee Charter which provides for the creation of a Remuneration and Nomination
Committee, with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director.
A copy of the Remuneration and Nomination Committee Charter can be found on the Company’s website.
Due to the small size of the Board and the scope of the Company’s current operations, the role of the Nomination Committee is completed by the full
Board, in accordance with the Remuneration and Nomination Committee Charter
VIKING MINES LIMITED | CORPORATE GOVERNANCE STATEMENT | 30 SEPTEMBER 2026
Principle 2: Structure the Board to be effective and add value
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 the Board ensures that:
• it maintains Directors who have an appropriate mix of skills and experience to be an effective decision-making body; and
• the Board is comprised of Directors who contribute to the successful management of the Company and discharge their duties having regard to
the law and the highest standards of corporate governance.
2.2 The Company has a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership,
which currently includes geological, technical and engineering, project development, commercial, legal and corporate governance, health and safety
and risk, financial accounting, capital markets and IR/PR.
The Board conducts an annual assessment of the Board skills matrix to confirm that the Directors possess the necessary skills and expertise to implement
the Company's business strategy, and to identify any skill gaps within the Board. The Board will then assess all future candidates for Board positions and
the performance of its current membership on this basis. Comprehensive information detailing the pertinent skills and experience of each Director and
senior executive can be found in the Company's Annual Report.
2.3 The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The directors considered by the Board
to be independent directors during the reporting period are:
• Charles Thomas l Non-Executive Chair l Appointed 19 April 2022
• Julian Woodcock l Managing Director & CEO l Appointed 22 April 2021
• Bevan Tarratt l Non-Executive Director l Appointed 3 October 2023 and Resigned 24 March 2026
• Julian Stephens l Independent Non-Executive Director l Appointed 11 March 2025
2.4 The Board comprises a total of three directors, 1 of whom is independent and named above at 2.3.
2.5 Pursuant to the Company’s Board Charter, where practical, the Chair of the Board should be an independent Director and is not to be the same person
as the Managing Director.
The Chair, Mr Charles Thomas, is not the Managing Director, but is not considered independent as he is an officer of a company that was a professional
adviser to the Company in the last three years.
2.6 The Company’s Board Charter sets out the process for the approval and review of induction and continuing professional development programs for
Directors to ensure that they can effectively discharge their responsibilities. Professional development requirements are addressed as required.
The Company’s Board Charter also sets out the induction process for any new Directors.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
3.1 The Company is committed to conducting all of its business activities fairly, honestly with a high level of integrity, and in compliance with all applicable
laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company’s
commitment to compliance with these standards. The Company’s Statement of Values is available on the Company’s website.
VIKING MINES LIMITED | CORPORATE GOVERNANCE STATEMENT | 30 SEPTEMBER 2026
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
3.2 During the reporting period, the Company had a Corporate Code of Conduct which applies to the Company’s Directors, senior executives and employees.
A copy of the Company’s Corporate Code of Conduct is available on the Company’s website. Any material breaches of the Code of Conduct will be
referred to the Board for investigation.
3.3 During the reporting period, the Company had a Whistleblower Protection Policy which required that the Board was informed of all reports made pursuant
to the Policy. The Company’s Whistleblower Policy is disclosed on the Company’s website.
3.4 The Company has an Anti-Bribery and Anti-Corruption Policy which is available on the Company’s website. Any material breaches of the Anti-Bribery and
Anti-Corruption Policy are required to be reported to the Board.
Principle 4: Safeguard the integrity of corporate reports
4.1 The Company does not currently have an audit committee as, due to the small size of the Board, the Board considers that the Company will not currently
benefit from its establishment. This position will be re-assessed by the Board on an ongoing basis.
During the reporting period, the Company had an Audit and Compliance Committee Charter which provided for the establishment of an Audit and
Compliance Committee with at least three members, all of whom should be non-executive Directors, and a majority of whom must be independent
Directors. The Committee must be chaired by an independent Director who is not the Chair of the Board.
A copy of the Audit and Risk Committee Charter is available on the Company’s website.
The full Board carries out the duties that would ordinarily be carried out by an audit committe including the processes to independently verify the integrity
of the Company’s periodic reports which are not audited or reviewed by an external auditor, as well as the processes for the appointment and removal of
the external auditor and the rotation of the audit engagement partner.
The Board devoted time at annual Board meetings to fulfil the roles and responsibilities associated with maintaining the Company’s internal audit function
and arrangements with external auditors. All members of the Board were involved in the Company’s audit function to ensure the proper maintenance of
the entity and the integrity of all financial reporting.
4.2 The Board ensures that before it approved the entity’s financial statements for a financial period it receives declarations that the financial records of the
entity have been properly maintained and that the financial statement 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.
4.3 The details presented in the Company’s quarterly reports and the annual directors’ report undergo a review process in alignment with the Company’s
exploration results.
The Company undertakes the following process to verify the integrity of the information in periodic corporate reports (to the extent that the information
contained in the reports are not audited or reviewed by an external auditor):
• All periodic corporate reports are initially prepared by the Company’s accounting team;
• Draft periodic corporate reports are initially reviewed and verified by the Managing Director;
VIKING MINES LIMITED | CORPORATE GOVERNANCE STATEMENT | 30 SEPTEMBER 2026
• Following Managing Director review, the Company’s Non-Executive Directors review the draft periodic corporate reports and are able to
interrogate the accounting team and Managing Director on the content of periodic corporate reports; and
• The Board receives declarations from its CEO and CFO (or equivalent) that 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.
• These results are released and authenticated through a Competent Person Statement (where necessary), after which they receive approval from
the Board, pursuant to the Continuous Disclosure Policy.
Principle 5: Make timely and balanced disclosure
5.1 During the reporting period, the Company had a Continuous Disclosure Policy, which is available on the Company’s website.
5.2 All members of the Board receive market announcements promptly after they have been made.
5.3 All substantive investor or analyst presentations will be released on the ASX Market Announcement Platform ahead of such presentations.
Principle 6: Respect the rights of security holders
6.1 Information about the Company and its governance is available on the Company’s website.
6.2 The Company has a Shareholder Communications Policy which aims to promote and facilitate effective two-way communication with investors.
A copy of the Shareholder Communications Policy is available on the Company’s website.
6.3 During the reporting period, the Company had a Shareholder Communications Policy which set out the ways in which the Company facilitates and
encourages participation at meetings of security holders, which is disclosed on the Company’s website.
6.4 All substantive resolutions at securityholder meetings will be decided by a poll rather than a show of hands.
6.5 The Company’s Shareholder Communications Policy provides that security holders can 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 are made
available to the Company’s website on which all information provided to the ASX is immediately posted.
Shareholder queries should be referred to the Company Secretary at first instance.
VIKING MINES LIMITED | CORPORATE GOVERNANCE STATEMENT | 30 SEPTEMBER 2026
Principle 7: Recognise and manage risk
7.1 The Company has adopted an Audit and Risk Committee Charter, which is available on the Company’s website.
The Company does not currently have a separate Risk Committee to oversee risk as, due to the small size of the Board, the Board considers the Company
will not currently benefit from its establishment. This position will be re-assessed by the Board on an ongoing basis.
The full Board undertakes the duties that would ordinarily be carried out by the risk committee under the including the following processes to oversee
the entity’s risk management framework.
The Board regularly devoted 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.
7.2 The Company’s 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 and that the Company is operating with due regard to the risk appetite
set by the Board.
The Company’s Audit and Risk Committee Charter requires the Company to disclose at least annually whether such a review of the Company’s risk
management framework has taken place. The Board reviews the Company’s risk management framework at least annually to satisfy itself that it continues
to be sound, to determine whether there have been any changes in the material business risks the Company faces and to ensure that the Company is
operating within the risk appetite set by the Board. The Board carried out these reviews during the Reporting Period.
7.3 The Company did not have an Internal Audit function during the reporting period. The Company’s Audit and Risk Committee Charter provided that the
Audit Committee was responsible for the monitoring the activities and effectiveness of the internal audit, including:
• approve the engagement terms and conditions of the internal auditor;
• approve the internal audit charter;
• approve the annual internal audit objectives and risk-based work plan;
• review the internal audit reports and actions taken by management;
• review internal audit's periodic reports on the generally observed compliance with internal control and financial practices, provided in addition
to reports on specifically agreed reviews;
• oversee the process and review the procedures for the selection, appointment and removal of the internal auditor; and
• assess the performance and independence of the internal auditor and consider whether the provision of any non-audit services compromises the
independence of the internal auditor.
A copy of the Company’s Audit and Risk Committee Charter is available to be viewed on the Company’s website.
7.4 The Company’s Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) determine and report new
and emerging sources of risk and the risk controls and mitigation measures put in place to manage those risks.
Being an exploration company rather than an economic producer, there is no significant exposure to environmental and social risk, that the Company is
aware of.
The Company reported no material exposure to environmental or social risks in its 2026 Annual Report.
VIKING MINES LIMITED | CORPORATE GOVERNANCE STATEMENT | 30 SEPTEMBER 2026
Principle 8: Remunerate fairly and responsibly
8.1 The Company does not currently have a remuneration committee as due to the small size of the Board, the Board considers the Company will not currently
benefit from its establishment.
In accordance with the Company’s Board Charter, the full Board undertakes the duties that would ordinarily be carried out by a remuneration committee
including devoting time annually to reviewing and setting the level and composition of remuneration for Directors and senior executives and ensuring
that such remuneration is appropriate and not excessive.
The Company has adopted a Remuneration and Nomination Committee Charter that provides for the establishment of a Remuneration and Nomination
Committee (if it is considered it will benefit the Company).
A copy of the Company’s Remuneration and Committee Charter is disclosed on the Company’s website.
8.2 The Company’s remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors
and other senior executives are set out in the 2026 Annual Report.
8.3 During the reporting period, the Company had an equity-based remuneration scheme, which was approved by Shareholders at the 2023 Annual General
Meeting and again at the General Meeting of Shareholders held on 5 June 2025. Re-approval of the scheme will be proposed as a resolution at the
Company's 2028 Annual General Meeting.
The Company has established a Trading Policy that outlines situations in which Directors and employees are prohibited from dealing in the Company’s
securities. Any dealings with Company’ Securities by Directors or employees must receive approval from the Chair or Board under the policy.
A copy of this policy can be accessed on the Company's website.
Additional recommendations that apply only in certain cases
9.1 Not Applicable N/A
9.2 Not Applicable N/A
9.3 Not Applicable N/A
Rules 4.7.3 and 4.10.3
Viking Mines Ltd Appendix 4G Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Viking Mines Limited
ABN/ARBN Financial year ended:
38 126 200 280 30 June 2026
Our corporate governance statement1 for the period above can be found at:2
☐
These pages of our
annual report:
☒
This URL on our
website:
https://vikingmines.com/corporate-governance
The Corporate Governance Statement is accurate and up to date as at 30 September 2026 and has
been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3
Date: 30 September 2026
Name of authorised officer
authorising lodgement:
Michaela Stanton-Cook, Company Secretary
1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Viking Mines Ltd Appendix 4G Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.
☒
and we have disclosed a copy of our board charter at:
https://vikingmines.com/corporate-governance
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
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.
☒ ☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒ ☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
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.
☒ ☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Viking Mines Ltd Appendix 4G Page 3
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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 and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
c
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