Code of Conduct

ASX Corporate Governance Council’s Principles and Recommendations – Code of Conduct

Principle 3 of the ASX Corporate Governance Council’s Principles and Recommendations 4th edition (Recommendations) recommends that the Company establish a code of conduct (Code) to guide its directors, executives and employees (all personnel) in order to:

Express the organisation’s commitment to not only complying with its legal
obligations but to also act ethically and responsibly;

State the organisations expectations that all directors, senior executives and employees will:
Act in the best interests of the entity;
Act honestly with high standards of personal integrity;
Comply with the laws and regulations that apply to the entity and its operations;
Not knowingly participate in any illegal or unethical activity;
not enter into any arrangement or participate in any activity that would conflict with the entity’s best interests or that would be likely to negatively affect the entity’s reputation;
not take advantage of the property or information of the entity or its customers for personal gain or to cause detriment to the entity or its customers; and
not take advantage of their position or the opportunities arising therefrom for personal gain.
Describe the organisation’s processes for preventing the offering or acceptance of bribes and other unlawful or unethical payments or inducements;
Describe the organisation’s processes for handling actual or potential conflicts of interest;
Identify the measures the organisation follows to encourage the reporting of unlawful or unethical behaviour.

This Code of Conduct sets ethical standards for the Directors, executives and employees of the Company and reflects the directors’ and executives’ intention to ensure that their duties and responsibilities to the Company are performed with the utmost integrity. This Code applies to all directors, officers, employees, contractors, and consultants of Mount Burgess Mining N.L.

The conduct of the directors, executives and employees is governed by the following principles.

 

1 Integrity and professionalism
All personnel will act honestly, with integrity and in the best interests of the Company in all of their dealings for the Company.
All personnel will maintain the highest levels of professional conduct in their interactions with colleagues, business partners and in representing the Company in the community.
All personnel will not discriminate against others, for instance on the grounds
of people’s race, religion, gender, marital status or disability.

All personnel will be truthful, and not mislead or make any false statements, nor mislead by Directors and executives will not make promises or commitments that the Company does not intend, or would be unable, to honour.

The Company encourages all personnel to report in good faith suspected unlawful or unethical behaviour. Reports made under this Code in good faith will be protected under the Company’s Whistleblower Policy and applicable law. Refer to the Company’s Whistleblowing Policy for more information and guidance.

No payment in any form may be made or received, directly or indirectly, to anyone for the purpose of obtaining or retaining business, or to obtain any other favourable A violation of this policy will subject the employee to disciplinary action as well as potential criminal prosecution.

2 Compliance with the law
All personnel will abide by the law at all
All personnel are bound by the laws of the state and country in which they

3 Conflicts of interest
Directors and executives will fully disclose any business interest (public or private) and any other matters which may lead to potential or actual conflicts of interest, including any potential related party transactions in accordance with such policies adopted by the Company from time to time.
Directors and executives owe their first duty to the Company. In circumstances where other roles (whether serving as directors or trustees of another organisation) potentially conflict with the Company’s interests, the Senior Executive will advise and seek approval from the Chair in accordance with this Code and the Company’s Constitution.
Directors and executives will not use their role within the Company for political interests at any time, or for community interests unless authorised by the

 

 

4 Confidential information
All personnel must ensure that confidential information relating to the Company, its customers, its operations, or any other commercially sensitive matter, are not given either inadvertently or deliberately to third parties without the consent of CEO or the Board. Other than in circumstances required by law, there is no reason for Senior Executives to reveal confidential information. Confidential information which is to be released to legitimately interested third parties shall only be made so available after appropriate authorisation procedures have been followed.
All personnel will maintain and observe their obligations of confidentiality and
proper use of information even after leaving the Company’s employment.

 

5 Inside information
All personnel must not use inside information for personal
If a staff member has inside information (being market sensitive information, information not in the public domain or information about any entity related to the Company or a strategic partner of the Company which has come to the knowledge of the staff member through their employment by the Company), the staff member must not deal in that entity’s securities or pass that information on to another person or encourage another person to deal in that entity’s securities (securities includes shares, units or any form of derivatives such as warrants or options).
All personnel will comply with the Company’s Securities Dealing

6 Benefits to Directors and Executives
Directors and executives must not use their status as a director or executive of their company to seek personal gain from those doing business or seeking to do business with the Company.
All personnel of the Company must not accept payments, gifts or entertain in a way which is inconsistent with the provisions set out in this Code of Conduct. All personnel must report the offering of any such benefit to the Managing Director.

7 Fair dealing
The Company is committed to fair competition and trading in all markets in which it operates.
Executives will take into account the impact of environmental, health and safety, and competition issues when making business decisions. The executives will ensure that these business decisions do not compromise the Company’s commitment to avoiding injury to people, damage to the environment or compromise the competition provisions of the Trade Practices Act, and will ensure that the Company complies at all times with all relevant

8 Corporate Opportunities
All executives are prohibited from taking for themselves personally or directing to a third party any opportunity that is discovered through the use of corporate property, information, or position without the consent of the Board.

9 Protection and Proper Use of Company Assets
All personnel must endeavour to protect the Company’s assets and ensure their efficient use. Any suspected incident of fraud or theft must be immediately reported for Company assets should be used for legitimate business purposes and should not be used for non-Company business.
The obligation to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information, and any unpublished financial data and Unauthorized use or distribution of this information, including, for example, through social media applications and websites, would violate Company policy.

10 Observance of the Code of Conduct
Executives will report and record any behaviour that involves non-compliance with this Code. The Managing Director will be made aware of any such acts or behaviour, take any action that is considered appropriate in the circumstances and report to the Chair as appropriate.
Directors, executives and all personnel will work collaboratively and will apply the principles of this Code to their duties and responsibilities on a daily
11 Breach
Breaches of this code may result in disciplinary action, including termination of employment or engagement
Review
This Code will be reviewed by the Board or its delegate at least every two years.

WHISTLEBLOWER POLICY

At Mount Burgess Mining NL and its subsidiary companies, we value integrity, transparency, and accountability in all aspects of our operations. This policy outlines our commitment to providing a safe and confidential mechanism for employees, contractors, suppliers, and other stakeholders to report concerns about unethical, illegal, or improper conduct within the organization.

This Policy is designed to comply with the whistleblower protection provisions under Part 9.4AAA of the Corporations Act 2001 (Cth), including the rights and obligations of eligible whistleblowers.

Scope

This policy applies to all employees, contractors, suppliers, and individuals associated with Mount Burgess Mining NL and its subsidiary companies, including board members and volunteers. It encompasses any concerns related to fraud, corruption, misconduct, violations of laws or regulations, or any other unethical or improper behaviour within the organization.

Responsibilities

Management:

Management is responsible for fostering a culture of openness and accountability within the organization and ensuring that all reports of misconduct are taken seriously and investigated promptly.
They must designate a whistleblower protection officer or team responsible for receiving and handling whistleblower reports in accordance with this policy and relevant laws and regulations.
Management should provide training and resources to employees and other stakeholders to raise awareness of the whistleblower policy and encourage the reporting of concerns.
Whistleblower Protection Officer/Team:

The whistleblower protection officer or team is responsible for receiving and processing whistleblower reports in a confidential and impartial manner.
They must ensure that whistleblowers are protected from retaliation or victimisation for making a report in good faith and that appropriate measures are taken to safeguard their confidentiality and anonymity, if requested.
The whistleblower protection officer or team should conduct thorough and impartial investigations into reported concerns and take appropriate action to address any wrongdoing identified.
Employees and Stakeholders:

All employees and stakeholders are encouraged to report concerns about unethical, illegal, or improper conduct within the organization without fear of reprisal or retaliation.
They may make a report through designated channels, such as the whistleblower hotline, email, or in person to the whistleblower protection officer or team. As of 10 September 2025 the Protection Officer is Mrs Jan Forrester – email mtb@mountburgess.com.
Employees and stakeholders should provide as much detail as possible when making a report, including specific incidents, individuals involved, and any supporting evidence or documentation.

 

 

Policy Guidelines

Disclosable Matters: A disclosable matter is information that an eligible whistleblower has reasonable grounds to suspect concerns misconduct or an improper state of affairs or circumstances in relation to:

Mount Burgess Mining NL or a related body corporate, or
the tax affairs of Mount Burgess Mining NL or an associate.
Disclosable matters include, but are not limited to:

breaches of corporate, financial or tax laws,
dishonest, fraudulent, or corrupt conduct,
bribery or misuse of company funds,
illegal conduct (e.g. theft, violence, harassment, criminal damage),
conduct that represents a danger to the public or financial system,
conduct likely to cause financial or reputational harm to the company,
systemic issues with company practices or internal controls.
Disclosable matters do not include personal work-related grievances, unless they have broader implications or are linked to victimisation of a whistleblower. Personal grievances (e.g. interpersonal conflicts, dissatisfaction with pay or performance outcomes) should be handled under the company’s grievance procedures.

Eligible Whistleblower: For the purposes of this Policy and in accordance with the Corporations Act 2001 (Cth), an eligible whistleblower is any individual who is, or has been, any of the following in relation to Mount Burgess Mining NL or its related entities:

an officer (including directors and company secretaries),
an employee (current or former),
a contractor or supplier (including their employees),
an associate of the company,
a relative, dependent, or spouse of any of the above individuals.
Confidentiality: Whistleblower reports will be treated with the utmost confidentiality, and the identity of the whistleblower will be protected to the fullest extent possible, consistent with the need to conduct a thorough investigation.

Non-Retaliation: Mount Burgess Mining including its subsidiaries prohibits retaliation or victimisation against whistleblowers for making a report in good faith. Any form of retaliation against a whistleblower will be treated as a serious violation of company policy and may result in disciplinary action, up to and including termination of employment.

Fair Treatment: Whistleblowers will be treated fairly and impartially throughout the investigation process, and their concerns will be addressed promptly and appropriately.

Investigation: All whistleblower reports will be investigated promptly, thoroughly, and impartially by the whistleblower protection officer or team. Investigations will be conducted in accordance with established procedures and principles of natural justice.

Follow-Up: Whistleblowers will be kept informed of the progress and outcome of the investigation to the extent possible, while still maintaining confidentiality and protecting the rights of all parties involved.

 

Reporting Process

Internal Reporting: Whistleblowers may make a report internally through designated channels, such as the whistleblower hotline, email, or in person to the whistleblower protection officer or team.

External Reporting: Whistleblowers who believe that their concerns have not been adequately addressed internally or who wish to report anonymously may make a report to external authorities, such as regulatory agencies or law enforcement, in accordance with applicable laws and regulations.

Protection of Identity: Whistleblowers who wish to remain anonymous may do so, and their identity will be protected to the fullest extent possible under the law. However, anonymous reports may limit the ability to conduct a thorough investigation.

Review and Updates

This policy will be reviewed periodically to ensure its effectiveness and compliance with Australian legislative requirements and best practices in whistleblower protection. Updates may be made as necessary to reflect changes in laws, regulations, or organizational procedures.

 

Authorised by

 

Jan Forrester

Company Secretary

MOUNT BURGESS MINING NL

12 September 2025