The Directors are responsible for the overall corporate governance of the Company and are committed to the principles underpinning best practice in corporate governance, applied in a manner that meets ASX standards and best addresses the Directors' accountability to shareholders.

The following policies and procedures have been adopted by the Company and are available from the Company upon request.

Management & Oversight
The Board is responsible for the overall Corporate Governance of the Company including its strategic direction and goals, the management framework of the Company, including a system of external control, business risk management and the establishment of appropriate ethical standards.

Initially the Board will appoint an audit committee and an operations manager and will appoint qualified consultants to advise the Board in appropriate cases as the need arises. As the Company grows in size the Board will review its Corporate Governance Policy to ensure continuing compliance with best business practice.

Structure of the Board
The Board of Directors comprises between three and nine directors. The Board shall meet regularly, retain full and effective control over the Company and monitor the executive management. The chairman shall not also be the Managing Director. The Board shall include non-executive directors of sufficient calibre and number for their views to carry significant weight in Board decisions and such non-executive directors shall, so for as is practicable, have expertise in mining matters. There shall be an agreed procedure for directors, in the furtherance of their duties, to take independent professional advice if necessary, at the Company's expense and all directors shall have access to the advice and services of the Company secretary, who is responsible to the Board for ensuring that Board procedures are followed and that the Company complies with applicable rules and regulations.

The majority of directors shall be independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement, apart from their fees and shareholdings. Directors' service contracts will not exceed three years without shareholders' approval. There shall be full and clear disclosure of directors' total emoluments, including share options and the emoluments paid to directors shall be approved by shareholders.

Code of conduct
The Company shall operate within accepted corporate ethical standards and in compliance with its legal and regulatory obligations. The directors will use the power of their office only for proper purposes and discharge their duties in good faith and act honestly. They acknowledge that they owe a fiduciary relationship to the Company and its shareholders.

Directors shall act with skill, care and diligence expected of Directors of public companies and no director shall take improper advantage of nor make improper use of information gained through his/her position whilst in possession of market sensitive information that has not been released to the ASX.

All directors must disclose to the Board any actual or potential conflicts of interest which may exist or might reasonably be thought to exist between the interest of the Director and the interests of any other parties in carrying out the activities of the Company.

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