Parabellum Resources Implements ASX 4th Edition Corporate Governance Principles with New Board Charter and Management Structure

Parabellum Resources Aligns with ASX Corporate Governance Council’s 4th Edition Standards

Parabellum Resources Limited has committed to upholding high corporate governance standards by adopting the ASX Corporate Governance Council's 4th Edition Principles and Recommendations. The company’s governance practices largely align with these standards, reflecting a systematic approach to board oversight and management accountability. The Board deems the implementation suitable for the company’s current operational scale and shareholder base, except for a few areas where alternative methods better serve the company’s and shareholders’ interests.

The Board of Directors, consisting of Non-Executive and Executive Directors, holds responsibility to shareholders for both short- and long-term company performance. Its primary objective is to enhance shareholder and stakeholder interests while ensuring effective company management. This governance framework embodies the Board’s philosophy that balancing diverse objectives in the company’s best interest is crucial to delivering sustainable shareholder value. All governance policies are documented and publicly available on the company’s corporate governance webpage.

Board Charter Defines Clear Authority Between Board and Management

The foundation of Parabellum Resources’ governance framework is a formal Board Charter that distinctly sets out the roles and responsibilities of the Board and management. The Board oversees all company matters, including policies, practices, management, and operations. The Charter reserves strategic and significant financial decisions for Board approval, ensuring oversight of material issues that could impact the company’s direction or financial health.

Exclusive Board approval is required for decisions such as directors’ share transactions, share issuances, and property acquisitions or disposals exceeding thresholds defined in the company’s approval matrix. Additionally, establishing, acquiring, or selling subsidiaries, participating in other companies, or dissolving such participations—including project joint ventures—requires Board consent. The Board also controls decisions relating to intellectual property rights, office and facility establishment or relocation, business activity initiation or termination, and major changes to business scope. Financial decisions reserved for the Board include approving or modifying annual business plans, loans exceeding approval matrix limits, and granting any securities.

Board Authority Over Senior Executive Appointments and Remuneration

The Board Charter explicitly reserves to the Board all decisions regarding appointment, termination, extension, and employment condition amendments for board members. This ensures the Board retains full control over its composition and senior executive personnel. The Board also determines total bonuses, gratuities, voluntary social benefits, superannuation arrangements, and wage or salary increases. These reserved powers acknowledge the significant impact these decisions have on the company’s cost structure and strategic direction.

These controls are supported by formal written agreements with each director and senior executive outlining appointment terms. Non-Executive Directors receive formal appointment letters detailing material terms, although they are not appointed for fixed terms. The Company Secretary has a consultancy agreement specifying role, responsibilities, and remuneration. This documented process ensures transparency and clarity regarding service terms and expectations.

Managing Director Delegated Responsibility for Daily Operations

While the Board retains authority over strategic and significant financial matters, Parabellum Resources delegates effective leadership and daily operational management to the Managing Director (MD). This delegation clarifies the Board’s role in strategy setting and oversight, and management’s role in executing strategy and handling operations. The Board Charter details the MD’s responsibilities and authority limits, promoting efficient company operation with appropriate Board oversight.

Board Committees may be formed as operations grow to manage specific board functions. However, the Board retains ultimate responsibility for defining Committee powers and for accepting, modifying, or rejecting Committee recommendations. This approach enhances Board effectiveness without diminishing accountability and maintains flexibility to adapt governance structures to evolving operational needs.

Director Appointment and Shareholder Disclosure Procedures

Parabellum Resources conducts thorough checks before appointing Board members or nominating candidates for election. Recruitment includes interviews, meetings, and background and reference checks by external consultants and internal directors as appropriate. These ensure candidates have the necessary skills and experience and comply with the company constitution and the Corporations Act 2001 (Cth).

The company commits to providing shareholders with all material information relevant to director election or re-election decisions. This information is disclosed in meeting notices, explanatory statements, or through references to the company’s website, Annual Report, or ASX filings. This transparency enables shareholders to make informed decisions and supports accountability.

Board Charter Governs Powers of Attorney and Authority Delegation

The Board Charter mandates Board approval for granting or revoking powers of attorney or limited signing authority on the company’s behalf. This ensures the Board controls delegation of transactional and commitment authority, protecting the company from unauthorized or excessive delegation that could lead to unintended liabilities.

This centralized governance complements the overall framework, ensuring no individual can bind the company to significant transactions or strategic changes without Board oversight. Requiring Board approval for powers of attorney aligns with best practice governance by maintaining control over who can commit the company externally, particularly regarding contracts, acquisitions, and material agreements.

Governance Committee Structure to Evolve With Company Growth

Parabellum Resources anticipates governance structure evolution as operations expand. The Board Charter allows forming Committees to manage detailed board functions when operational scale justifies it. Committees can oversee areas such as audit, remuneration, or nominations, leveraging directors’ expertise and availability. This flexible model enables scalable governance without compromising Board accountability or decision-making authority.

The Board retains ultimate responsibility for Committee powers and decisions, ensuring control over critical matters is not inadvertently delegated. As the company grows, Committee establishment and charters will enhance governance by enabling detailed specialist reviews while preserving the Board’s accountability to shareholders.

Corporate Governance Documents Publicly Accessible

Parabellum Resources demonstrates transparency by making its governance policies and practices publicly accessible. Key documents, including the full Board Charter detailing Board responsibilities, Chair role, individual Director functions, and delegated powers to Senior Management, are available at www.parabellumresources.com.au/about-us/corporate-governance/. This access allows stakeholders to understand Board operations and decision-making processes.

The Corporate Governance Statement, approved by the Board and current as of 28 July 2026, reflects the Board’s considered governance position and commitment. Public availability of these documents ensures compliance with ASX listing rules, provides shareholder transparency, and establishes clear governance expectations for management and staff. This openness exemplifies Parabellum Resources’ dedication to transparent and accessible corporate governance beyond legal minimums.