Corporate Governance Statement and Appendix 4G
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2026 CORPORATE GOVERNANCE STATEMENT
This is the Corporate Governance Statement for Cyprium Metals Limited (‘Cyprium’ or, the ‘Company’) for
the year ended 30 June 2026 (the ‘Reporting Period’).
Cyprium’s corporate governance framework has been developed having regard to the ASX Corporate
Governance Council’s Corporate Governance Principles and Recommendations (4th Edition) (the ‘ASX
Principles and Recommendations’), the Corporations Act 2001 (Cth) (‘Corporations Act’), the ASX Listing
Rules, market practice and stakeholder expectations.
The Board periodically reviews the corporate governance framework to ensure that the framework continues
to be appropriate for the Company, taking into account:
▪ the Company’s business activities;
▪ the expectations of our shareholders and other market participants;
▪ the expectations of the community and other stakeholders; and
▪ the ASX Principles and Recommendations.
This Corporate Governance Statement and the accompanying Appendix 4G outline the extent to which
Cyprium’s corporate governance arrangements aligned with the ASX Principles and Recommendations
during the Reporting Period. Where Cyprium’s corporate governance framework does not align with the ASX
Principles and Recommendations an explanation is provided along with information regarding what
alternative arrangements Cyprium employs.
For ease of reference, this Corporate Governance Statement is structured in line with the ASX Principles and
Recommendations.
A copy of this Corporate Governance Statement is available on the Company’s website at:
https://cypriummetals.com/about-us/corporate-governance/.
This Corporate Governance Statement was approved by a resolution of the Board effective 30 September
2026.
Matt Fifield
Executive Chair
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2026 | Corporate Governance Statement
Principle 1 – Lay solid foundations for management and oversight
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
The Board has adopted a Board Charter. The Board Charter outlines the roles and responsibilities of the Board, including
those matters that are expressly reserved to the Board, and matters delegated to Management
The Board Charter also outlines the composition of the Board, meeting formalities, independence criteria and process
for assessing the Board’s performance.
During the Reporting Period, a review of the Company’s governance framework was undertaken. Arising from that review,
post Reporting Period the Board adopted an updated Board Charter. The updated Board Charter is available on the
Company’s website at https://cypriummetals.com/about-us/corporate-governance/.
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
The Company undertakes appropriate checks prior to the appointment of all Directors and Senior Executives, including
prior to putting someone forward for election as a director. At the time an individual is nominated to be a director, details
of their relevant professional history, qualifications and other material information relevant to a decision will be made
available to the security holders in the notice of meeting
A listed entity should have a written agreement with each director and senior executive setting out the terms of
their appointment.
The Company has written agreements with each Director and senior executive of the Company, setting out the terms of
their appointment.
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.
The Company Secretary is accountable directly to the Board, through the chair of the Board (‘Chair’), on all matters to do
with the proper functioning of the Board.
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2026 | Corporate Governance Statement
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.
The Company has adopted a Diversity and Inclusion Policy which identifies gender diversity as a key area of focus for the
Company. A copy of the Company’s Diversity and Inclusion Policy is available on the Company’s website at:
https://cypriummetals.com/about-us/corporate-governance/.
During the Reporting Period, the Board adopted formal measurable objectives. The objectives adopted by the Board, and
progress against those objectives during the Reporting Period, are set out below.
OBJECTIVE PROGRESS
Maintain no less than 30% representation of each gender on the Board Male: 80% (FY2025: 100%)
Female: 20% (FY2025: 0%)
Improve female participation in total Cyprium workforce No material change year-on-year
Undertake a gender pay gap analysis and implement corrective action (if required) Ongoing
A summary of the Company’s gender demographics at the end of the Reporting Period (including the trend) is set out
below.
Male Female
Board 80% 20%
Management1
67% 23%
Organisation-wide2
70% 30% ~
1.
Aggregate of roles with management responsibilities, including functional leads.
2.
Employees-only cited. For future reporting periods, Cyprium intends to collect broader workforce data
(including contractor personnel).
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
The performance of the Board, each of its committees and each Director is reviewed annually. For 2026, the review was
undertaken by way of a self-assessment questionnaire undertaken post the Reporting Period.
The Board is committed to a process of periodically evaluating the performance of the Board, its committees and
individual Directors, and using that process to assess:
▪ the mix of skills and experience comprised in the Board, and how that mix drives value for shareholders;
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▪ the effectiveness of the Board and each of the Committees; and
▪ identifying current or potential skills gaps and areas for continuing Director professional development.
A listed entity should:
(a) have and disclose a process for evaluating the performance of its senior executives at least once every
reporting period; and
(b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance
with that process during or in respect of that period
The Managing Director or equivalent (currently, the Executive Chair) of the Company is responsible for evaluating the
performance of senior executives on an annual basis. This was completed for the Reporting Period by the Executive
Chairman.
The process for this is set out in the Company’s the Performance Evaluation Statement which is available on the
Company’s website at: https://cypriummetals.com/about-us/corporate-governance/.
Principle 2 – Structure the board to be effective and add value
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
Historically, due to its size, the Board (at the time) determined that the function of a nomination committee is most
efficiently carried out with full Board participation and, accordingly, the the duties that would ordinarily be assigned to a
nomination committee are carried out by the full Board.
The Board typically devotes time at Board meetings on at least an annual basis to discuss Board succession issues.
Where appropriate, all members of the Board are involved in the Company’s nomination process, to the extent permitted
under the Corporations Act and ASX Listing Rules.
The Board also conducts an annual review of Board skills. That review comprises an assessment of the skills that the
Board considers necessary to discharge the Board’s responsibilities in the context of:
▪ the Company’s strategy and business plans (near, medium and longer-term);
▪ the economic and regulatory environment in which the Company conducts its business; and
▪ the governance expectations of the Company’s investors and other market participants.
Against that assessment, Directors complete a self-assessment of their respective experience in each of the identified
skills.
Outcomes of the assessment are used by the Board for the purposes of considering Board composition and subject
matter where continuing professional development may be warranted.
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2026 | Corporate Governance Statement
A majority of the board of a listed entity should be independent directors
Cyprium’s Board currently has five Directors, four of whom (or 80%) have been assessed by the Board to be
independent.
Independence
M Fifield Executive Director
A Bamfield Independent Non-executive Director
G Comb Independent Non-executive Director
S Perry Independent Non-executive Director
J Simpson Independent Non-executive Director
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
During the Reporting Period, the Chair of the Board was Mr M Fifield. Mr Fifield is Executive Chair, performing the role of
both Chair and Managing Director & CEO.
The Board (acting without Mr Fifield) are satisfied that the current arrangement is in the best interests of shareholders as
a whole at this stage in the Company’s development, noting that maintaining a majority-independent Board operates as
an important counterpoint. The non-executive Directors meet regularly without the Executive Chair.
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
The Company has an induction program and (if required) a professional development program for directors. The
Company takes care in ensuring that Directors will be able to effectively manage and govern the Company before their
nomination as potential Directors.
Principle 3 – Instill a culture of acting lawfully, ethically and
responsibly
A listed entity should articulate and disclose its values
The Company has established values which are available to all Company personnel. A copy of Cyprium’s values is
published on the Company’s website at: https://cypriummetals.com/about-us/corporate-governance/.
A listed entity should:
(a) have and disclose a code of conduct for its directors, senior executives and employees; and
(b) ensure that the board or a committee of the board is informed of any material breaches of that code
Cyprium has adopted a Code of Conduct which applies to its Directors, Executives and all employees. A copy of the
Code of Conduct is available on the Company’s website at: https://cypriummetals.com/about-us/corporate-
governance/.
Material breaches of the Code are reported directly to the Board.
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2026 | Corporate Governance Statement
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
The Company has adopted a Whistleblower Policy, a copy of which is available on the Company’s website at
https://cypriummetals.com/about-us/corporate-governance/.
During the Reporting Period, a review of the Company’s governance framework was undertaken. Arising from that review,
post Reporting Period the Company has adopted an updated Whistleblower Policy. The updated Whistleblower Policy is
available on the Company’s website at https://cypriummetals.com/about-us/corporate-governance/.
Whistleblower complaints are reported to the Board (either directly or via the Audit & Risk Committee) in accordance
with the policy.
A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
(b) ensure that the board or committee of the board is informed of any material breaches of that policy.
The Company has adopted a Anti-bribery & Corruption Policy, a copy of which is available on the Company’s website at
https://cypriummetals.com/about-us/corporate-governance/.
During the Reporting Period, a review of the Company’s governance framework was undertaken. Arising from that review,
post Reporting Period the Company adopted an updated Anti-bribery & Corruption Policy. The updated Anti-bribery &
Corruption Policy is available on the Company’s website at https://cypriummetals.com/about-us/corporate-
governance/.
Material breaches of the Company’s Anti-bribery & Corruption Policy are reported to the Board in accordance with the
policy.
Principle 4 – Safeguard the integrity of corporate reports
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
The Board has established a Audit & Risk Committee (the ‘Committee’). The Committee is comprised of three members,
all of whom are independent non-executive Directors. The chair of the Committee is an independent Non-executive
Director and is not the chair of the Board.
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2026 | Corporate Governance Statement
Committee member
S Perry Independent Non-executive Director
Committee Chair
A Banfield1
Independent Non-executive Director
G Comb Independent Non-executive Director
J Simpson1
Independent Non-executive Director
R Bhappu2
Independent Non-executive Director
1.
From 4 December 2025.
2.
Until 20 November 2025
The Committee has adopted a formal Charter, approved by the Board. A copy of the Committee Charter is published on
the Company’s website at: https://cypriummetals.com/about-us/corporate-governance/.
Information regarding the experience and qualifications of the Committee members, and the number of times the
Committee met during the Reporting Period is included in the 2026 Annual Report.
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
Prior to approval of the Company’s financial statements, the Board receive a written declaration from the Executive
Chair (performing the role of Managing Director & CEO) and the Chief Financial Officer that, in their opinion:
▪ the financial records of the Company have been properly maintained; and
▪ the financial statements comply with the appropriate accounting standards and give a true and fair view of the
financial position and performance of the Company,
and that opinion has been formed on the basis of a sound system of risk management and internal control which is
operating effectively in all material aspects.
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
All announcements released to the ASX announcements platform, and other public reports, are subject to internal
review by Management, including verification (where appropriate).
All material announcements, and other public reports, are provided to the Board for review prior to release. All periodic
reporting is reviewed and approved by the Board prior to release.
Principle 5 – Make timely and balanced disclosure
A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations
under listing rule 3.1
The Company has adopted a continuous disclosure policy for complying with its disclosure obligations under ASX Listing
Rule 3.1.
During the Reporting Period, a review of the Company’s governance framework was undertaken. Arising from that review,
post Reporting Period the Company adopted an updated Disclosure & Communications Policy (replacing the former
Continuous Disclosure Policy). The Disclosure & Communications Policy is available on the Company’s website at
https://cypriummetals.com/about-us/corporate-governance/.
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2026 | Corporate Governance Statement
A listed entity should ensure that its board receives copies of all material market announcements promptly after
they have been made
In addition to the Board’s review of draft announcements and other reports, outlined above, the Company Secretary
ensures that the Board is provided with copies of all market releases promptly following release.
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
Consistent with the Company’s Disclosure & Communications Policy (previously, Continuous Disclosure Policy – refer
above), new and substantive presentations to investors and analysts are released to the ASX announcements platform
prior to being first presented to investors or analysts.
Copies of current investor presentations are also available via the Company’s website at:
https://investorhub.cypriummetals.com/investor-presentations.
A copy of the Disclosure & Communications Policy is available on the Company’s website at
https://cypriummetals.com/about-us/corporate-governance/.
Principle 6 – Respect the rights of security holders
A listed entity should provide information about itself and its governance to investors via its website
Cyprium maintains a comprehensive company website. The website provides access to up-to-date information
regarding the Company, including details regarding the Directors and Senior Management and descriptions of the
Company’s assets.
Information regarding Cyprium’s corporate governance framework, including Cyprium’s core governance documents, is
available via the Company’s website at: https://cypriummetals.com/about-us/corporate-governance/.
Copies of announcements and reports released to the ASX announcements platform are accessible via a dedicated
‘Investor centre’ page (https://investorhub.cypriummetals.com/).
The Company regularly reviews information available via the website to ensure it remains up to date.
A listed entity should have an investor relations program that facilitates effective two-way communication with
investors
Cyprium recognises the importance of also facilitating communication both ways between the Company and its
shareholders.
The Company has an investor relations program. The Company regularly presents to, and communicates with, current
investors and other market participants. In addition, the Board engages with investors at the AGM and responds to
shareholder enquiries on an ad hoc basis.
Material communications are dispatched to investors either via email, surface mail, and via market announcement.
A listed entity should disclose how it facilitates and encourages participation at meetings of security holders
Cyprium facilitates and encourages participation at meetings of security holders through various means, including:
▪ encouraging shareholders to attend general meetings, including the Annual General Meeting;
▪ at all general meetings, the Chair of the meeting encourages questions and comments from shareholders and seeks
to ensure that shareholders are given ample opportunity to participate;
▪ ensuring that the Company’s external auditor is present at the Annual General Meeting to take questions relating to
the auditor’s audit activities; and
▪ ensuring Directors are available to answer shareholder questions at all general meetings.
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2026 | Corporate Governance Statement
A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll
rather than by a show of hands
All substantive resolutions at a meeting of security holders are decided by a poll rather than a show of hands.
A listed entity should give security holders the option to receive communications from, and send communications
to, the entity and its security registry electronically
Cyprium ensures that there are multiple channels available to shareholders to obtain communications from the
Company. Shareholders are encouraged to register to receive communications from both the Company and its share
registry electronically, whilst retaining the option to obtain communications in hard copy form.
Principle 7 – Recognise and manage risk
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
The Board has established a Audit & Risk Committee (the ‘Committee’). As noted above, the members of the Committee
are independent non-executive Directors, including the chair of the Committee, and the chair of the Committee is not
the chair of the Board.
Committee member
S Perry Independent Non-executive Director, Committee Chair
A Bamfield1
Independent Non-executive Director
G Comb Independent Non-executive Director
J Simpson1
Independent Non-executive Director
R Bhappu2
Independent Non-executive Director
1.
From 4 December 2025.
2.
Until 20 November 2025
As noted above, the Committee has adopted a formal Charter, a copy of which is available via the Company’s website
at: https://cypriummetals.com/about-us/corporate-governance/.
Information regarding the experience and qualifications of the Committee members, the number of times the
Committee met during the Reporting Period, and Committee member attendance at meetings is included in the 2026
Annual Report.
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2026 | Corporate Governance Statement
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
The Committee assists the Board to discharge its responsibilities in relation to risk management, providing advice and
recommendations as required.
The Committee oversees the Company’s approach to risk management, receiving regular updates from Management
regarding the implementation of the Company’s risk management framework and risk management activities.
The Committee is responsible for advising the Board regarding whether the risk management framework is sound and
operating in accordance with the risk appetite set by the Board.
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
Cyprium does not currently have an internal audit function, reflecting the size of the organisation and scope of current
business activities. The Board, directly and via the Audit & Risk Committee, regularly reviews and evaluates the
effectiveness of risk management processes, existing governance structures and internal controls.
The Board will continue to monitor the current state closely as the Company transitions from explorer-developer to
producer.
A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does,
how it manages or intends to manage those risks
Cyprium discloses the material risks to its business, including environmental and social risks.
Relevant risks are disclosed in the Company’s Annual Report, including within the Directors’ Report and the Company’s
sustainability reporting.
Principle 8 – Remunerate fairly and responsibly
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 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
The Board has established a standing Remuneration Committee (the ‘Committee’). The members of the Committee are
independent non-executive Directors, including the chair of the Committee.
Committee members during the Reporting Period are shown below.
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2026 | Corporate Governance Statement
Committee member
A Banfield1
Non-executive Independent Director, Committee Chair
G Comb Non-executive Independent Director
S Perry Non-executive Independent Director
R Bhappu2
Non-executive Independent Director
1.
From 4 December 2025.
2.
Until 20 November 2025
The Committee has adopted a formal Charter, a copy of which is available via the Company’s website at:
https://cypriummetals.com/about-us/corporate-governance/.
Information regarding the experience and qualifications of the Committee members, the number of times the
Committee met during the Reporting Period, and Committee member attendance at meetings is included in the 2026
Annual Report.
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
Cyprium reports information regarding remuneration for non-executive Directors, executive Directors (including the
Executive Chair) and other key management personnel at least annually in its Remuneration Report. The Remuneration
Report forms part of, and is included within, the Directors’ Report which is published in Cyprium’s Annual Report.
The Remuneration Report outlines Cyprium’s remuneration framework, including the different elements of that
framework as they apply to non-executive Directors, executive Directors (including the Executive Chair) and other key
management personnel.
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
The Company has a Securities Trading Policy that outlines the Company’s requirements for dealings in Cyprium
securities by Cyprium personnel (including Directors), including prohibitions on the use of derivatives or other hedging
arrangements.
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