Announcement PDF Aureka Limited | ACN 125 140 105] Level 30, 35 Collins Street, Melbourne www.aureka.com.au ASX:AKA CORPORATE GOVERNANCE STATEMENT Approved by the Board on 29 September 2026 Aureka Limited | Corporate Governance Statement FY26 Corporate Governance Statement | 30 June 2026 The Board of Directors of Aureka Limited (Aureka or the Company) is responsible for the Corporate Governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and accountable. The Board continuously reviews its governance practices to ensure they remain consistent with the needs of the Company. The Company complies with each of the recommendations set out in the Australian Securities Exchange (ASX) Corporate Governance Council’s Corporate Governance Principles & Recommendations (4th Edition) (Recommendations) where considered appropriate for a company of Aureka’s size, nature and stage of development. This statement incorporates the disclosures required by the Recommendations under the headings of the eight core principles as adopted by the Company. Unless otherwise indicated, the Company’s Corporate Governance practices were in place for the financial year ended 30 June 2026 (FY26) and to the date of signing the Directors’ Report. Further details in respect to the Company’s Corporate Governance practices are summarised below. The Company’s Corporate Governance policies are available on the Company’s website at https://www.aureka.com.au/corporate-governance Aureka Limited | Corporate Governance Statement FY26 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. Recommendation 1.1: A listed entity should have and disclose a 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 Company has established the functions reserved to the Board and has set out these functions in its Board Charter. The Board is responsible for oversight of management and the overall Corporate Governance of the Company including its strategic direction, establishing goals for Management and monitoring the achievement of those goals, monitoring systems of risk management and internal control, codes of conduct and legal compliance. The responsibility for the operation and administration of the Company is delegated by the Board to the Managing Director who is supported by a small team of executives. The Board ensures that both the Managing Director is appropriately qualified and experienced to discharge their responsibilities and have procedures in place to monitor and assess their performance. The Managing Director is responsible for conducting the general operations and financial business of the Company in accordance with the delegated authority of the Board and to progress the strategic direction provided by the Board. Recommendation 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. The Board as a whole performs the responsibilities for the selection of potential directors in accordance with the Board Charter. The Board conducts an assessment of the necessary and desirable competencies of Board members, Board succession plans and an evaluation of the Board’s performance in its consideration of future Board member appointments. When a Board vacancy occurs, the Board identifies the particular skills, experience and expertise that will best complement Board effectiveness and then undertakes a process to identify candidates who can meet those criteria. The Company undertakes appropriate checks before appointing a Board member or a senior executive. Candidates are assessed through interviews, meetings and background and reference checks (which may be conducted both by external consultants and by Directors) as appropriate. The Company provides shareholders all material information in its possession relevant to the decision on whether or not to elect (or re-elect) a director in the notice of the meeting at which the election of the Director is to be held. The qualifications, experience and special responsibilities of the Board members are also set out in the Directors’ Report included within the Annual Report. Recommendation 1.3: A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. The terms of appointment for the Company’s directors and senior executives are summarised in written agreements which sets out the terms of that director’s or senior executive’s appointment. Directors and officers are also party to a Deed of Access, Indemnity & Insurance. Recommendation 1.4: The Company Secretary of a listed entity should be accountable to the Board through the Chair, on all matters to do with the proper functioning of the Board. The Company Secretary has been appointed by and is accountable directly to the Board for all governance matters to do with the proper functioning of the Board. Aureka Limited | Corporate Governance Statement FY26 Recommendation 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. The Company recognises that a talented and diverse workforce is a key competitive advantage and that an important contributor to the Company’s success is the quality, diversity and skills of its people. The Company is committed to its promotion of workplace diversity. The Board has formally adopted a Diversity Policy which outlines the foundation for setting diversity targets and strategies to meet them, including: • A diverse and skilled workforce. • A workplace culture characterised by inclusive practices and behaviours for the benefit of all staff. • Improved employment and career development opportunities for women. • A work environment that values and utilises the contributions of employees with diverse backgrounds, experiences, and perspectives. Aureka is not a relevant employer under the Workplace Gender Equality Act. Gender Diversity: As at the date of this report Number of women in the role Total number of staff in the role % women of total staff in role Women on the Board 2 5 40% Women employed in senior management roles 0 2 0% Women employed in the Company as a whole 2 9 22% Senior Executive positions are defined as the Managing Director, the Finance Manager, the Company Secretary, any person directly reporting to the Managing Director or any person reporting to a direct report of the Managing Director (excluding anyone not in managerial position). The Company’s Diversity Policy is available on the Company’s website at https://www.aureka.com.au/corporate-governance Aureka Limited | Corporate Governance Statement FY26 Recommendation 1.6: 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, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process during or in respect of that period. The Board as a whole has responsibility to review its own performance, as well as the performance of individual directors and the performance of any Board Committees. This shall occur on an annual basis, with the aid of an independent advisor if deemed required. The Board Charter details the processes for the evaluation of Board members. The Chair of the Board may also meet individually with each Board member to discuss their performance. Non-Executive Directors may also meet to discuss the performance of the Chair. No independent external Board review was conducted during FY26. The Company intends to undertake an internal assessment of the Board and individual Directors in respect of the FY26 reporting period. Recommendation 1.7: 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, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. The Board, as a whole, is responsible for evaluating the performance of the Managing Director annually or more frequently if required. The Board may then hold a facilitated discussion during which each Board member has the opportunity to raise any matter, suggestion for improvement or criticism. Senior executives are appointed by the Board and their Key Performance Indicators (KPIs) contain specific financial and non-financial objectives. These KPIs are reviewed annually by the Managing Director or, in the case of the Managing Director, by the Chair. The performance of each senior executive against these objectives is evaluated annually. A performance review was conducted during July 2026. Aureka Limited | Corporate Governance Statement FY26 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. Recommendation 2.1: 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. Until such time as the size of the Company’s operations and the Board justifies the establishment of a nomination committee, the function of such a committee will be fulfilled by the Board. The Company shall review this position periodically. The Board will oversee the appointment and induction process for directors and the selection, appointment and succession planning process of the senior executives, where relevant. Recommendation 2.2: A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. The Board aims to have an appropriate mix of skills, knowledge, experience and capabilities in its composition in order to effectively discharge its responsibilities of good Corporate Governance and oversight for the Company and its security holders. Gaps in the collective skills of the Board are regularly reviewed by the Board as a whole, with the Board proposing candidates for directorships having regard to the desired skills and experience required by the Company as well as the diversity of background of proposed candidates. To the extent that any skills are not directly represented on the Board, they are augmented through senior executives and external advisors. The Company’s Board Skills Matrix is available on the Company’s website at https://www.aureka.com.au/corporate-governance Recommendation 2.3: A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. Details of each Director’s background including experience, knowledge and skills are set out in the Directors’ Report within the Annual Report. Aureka Limited | Corporate Governance Statement FY26 Name Status and Position Independent Date of Appointment Graeme Hunt Non-Executive Director and Chair Yes 1 January 2025 James Gurry Managing Director No 2 May 2023 Angela Lorrigan Non-Executive Director Yes 1 August 2024 Richard Taylor Non-Executive Director Yes 24 May 2024 Recommendation 2.4: A majority of the board of a listed entity should be independent directors. The Board as a whole is considered to be independent, with details provided in the Directors’ Report within the Annual Report and on the Company’s website. Recommendation 2.5: 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. The Board Charter provides that where practical, the Chair of the Board will be a Non-Executive Director. The Chair, Graeme Hunt, is a Non-Executive Director and considered by the Board to be independent. Recommendation 2.6: 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 Board oversees the induction process for new directors. New directors are provided with the necessary induction materials and are encouraged to spend time with the senior executives to develop their understanding of the business. Professional development opportunities are considered on an individual basis, with opportunities provided to Directors where appropriate. Aureka Limited | Corporate Governance Statement FY26 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. Recommendation 3.1: A listed entity should articulate and disclose its values. The Company has adopted a Statement of Values that sets out the guiding principles and standards that define the type of organisation it aspires to be and the behaviours expected of its directors, employees and other stakeholders. Management is responsible for promoting and embedding these values throughout the organisation. The Company’s strategic framework, including its vision, mission and values, together with its Statement of Values, is available on the Company’s website at https://www.aureka.com.au/corporate-governance Recommendation 3.2: 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. The Board recognises the importance of establishing and maintaining high ethical standards and decision making in conducting its business and is committed to increasing shareholder value in conjunction with fulfilling its responsibilities as a good corporate citizen. All Directors, Managers and employees are expected to act with the utmost integrity, honesty and objectivity, striving at all times to enhance the reputation and performance of the Company. The Company has formally adopted a Code of Conduct which applies to all Directors, Executives and employees without exception. The Board shall be informed of any material breaches of the Code of Conduct. The Company’s Code of Conduct is available on the Company’s website at https://www.aureka.com.au/corporate-governance Recommendation 3.3: 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 established a Whistleblower Policy which has been disseminated both internally and externally to key stakeholders. The Board is committed to keeping abreast of developments with regard to compliance with the Policy and receiving notifications of material incidents reported under that Policy. The Board shall be informed of any material breaches of the Whistleblower Policy. The Company’s Whistleblower Policy is available on the Company’s website at https://www.aureka.com.au/corporate-governance Aureka Limited | Corporate Governance Statement FY26 Recommendation 3.4: A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy. The Company has established an Anti-Bribery, Corruption & Fraud (ABC) Policy which incorporates anti bribery and corruption rules. The Company is aware of its obligations under law to not engage in bribery or corruption. The Company believes it has the required management teams and processes to ensure it is informed of any breaches under law. The Board shall be informed of any material breaches of the ABC Policy. The Company’s Anti-Bribery, Corruption & Fraud Policy is available on the Company’s website at https://www.aureka.com.au/corporate-governance Aureka Limited | Corporate Governance Statement FY26 PRINCIPLE 4 SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS A listed entity should have appropriate processes to verify the integrity of its corporate reports. Recommendation 4.1: 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. Until such time as the size of the Company’s operations and the Board justifies the establishment of an audit committee, the function of such a committee will be fulfilled by the Board. The Company shall review this position periodically. The Board oversees the integrity of the Company's reporting processes, financial controls and risk management framework, as well as its relationships with external and internal auditors (where applicable), including matters relating to auditor appointment, removal and audit partner rotation. Recommendation 4.2: 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. The Board has received a signed declaration from the Managing Director and external Finance Manager that the financial records of the Company 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 Company, and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. Recommendation 4.3: 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 periodic reports to be released to the market undergo a series of internal management reviews including by the Managing Director and external Finance Manager and, where relevant, third-party advisers. The Board reviews and approves all major ASX announcements prior to release on the ASX, unless those that are reviewed and approved by the Managing Director. Aureka Limited | Corporate Governance Statement FY26 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. Recommendation 5.1: 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 established a Continuous Disclosure Policy, with the Board responsible for its approval and oversight. The Board recognises the importance of timely, accurate and balanced disclosure of material information concerning the Company and is committed to maintaining high standards of market disclosure. In fulfilling its continuous disclosure obligations, the Board oversees the timely disclosure of information relating to the Company and its controlled entities that a reasonable person would expect to have a material effect on the price or value of the Company's securities. The Company’s Continuous Disclosure Policy is available on the Company’s website at https://www.aureka.com.au/corporate-governance Recommendation 5.2: A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. The Company Secretary, who is the designated ASX communications officer, provides copies of all ASX market announcements to the Board promptly after they have been made. Recommendation 5.3: 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. The Company releases new and substantive investor or analyst presentations on the ASX Market Announcements Platform ahead of any presentation of the material. Aureka Limited | Corporate Governance Statement FY26 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. Recommendation 6.1: A listed entity should provide information about itself and its governance to investors via its website. In line with adherence to the continuous disclosure requirements of the ASX, all shareholders are kept informed of major developments affecting the Company. This disclosure is through regular shareholder communications including the Annual Report, Half Yearly Report, the Quarterly Report, the Company’s website, investor webinar updates, and the distribution of specific releases covering major transactions and events or other price sensitive information. Recommendation 6.2: A listed entity should have an investor relations program that facilitates effective two-way communication with investors The Board and senior executives are actively engaged in two-way communication with investors. Recommendation 6.3: A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. The Company acknowledges that respecting shareholders rights is of fundamental importance and that communication with shareholders is a key element of this. Information is communicated to shareholders through ASX announcements, the Company’s website and at shareholder meetings. The Company reserves time for shareholders to speak and direct questions to the Board at the Company’s shareholder meetings. The external auditor is also invited to attend AGMs to answer any questions concerning the conduct, preparation and content of the Auditor’s report. Recommendation 6.4: 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. The Company conducts voting at its meetings of security holders by poll rather than by a show of hands for all resolutions put to a meeting. Recommendation 6.5: A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. The Company encourages the use of electronic communication and offers security holders the option to receive and send electronic communication to the Company and its Share Registry where possible. Aureka Limited | Corporate Governance Statement FY26 PRINCIPLE 7: RECOGNISE AND MANAGE RISK A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework. Recommendation 7.1: 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. Until such time as the size of the Company’s operations and the Board justifies the establishment of a risk committee, the function of such a committee will be fulfilled by the Board. The Company shall review this position periodically. The Board oversees the Company's risk management framework, including its risk appetite, risk management strategies, internal controls, compliance processes and risk mitigation measures. The Board regularly reviews the Company's Risk Register and monitors the effectiveness of its risk management systems through regular management reporting and oversight of the Company's operations. Responsibility for the day-to-day management of risk is delegated to the Managing Director and senior executives, who are responsible for identifying, assessing, monitoring and reporting material risks to the Board and implementing appropriate mitigation strategies. Recommendation 7.2: 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. While the Board did not complete a formal review of the Company's risk management framework during the reporting period, risk management remained a standing agenda item and was regularly considered at Board meetings. The Board intends to complete a formal review as a priority. Recommendation 7.3: 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 risk and internal control processes. Given the size of the Company's operations, the Company does not currently have an Internal Audit Function. The Board has reviewed the current internal controls in place and has deemed them sufficient following consultation with the Company’s External Auditors. Aureka Limited | Corporate Governance Statement FY26 Recommendation 7.4: 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. The Board oversees the Company's exposure to environmental, social and other sustainability-related risks and the management of those risks. The Company has material exposure to environmental and social risks associated with its exploration activities, including workplace health and safety, environmental impacts, community engagement and land access. These risks are managed through the Company's risk management framework, ongoing stakeholder engagement, compliance with regulatory obligations and regular Board oversight. The Company is committed to responsible environmental and community practices and maintains active engagement with local communities and landholders affected by its operations. The Company discloses this information in its Annual Re