Appendix 4G
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Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Appendix 4G — Pinnacle Minerals Limited Page 1
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity ABN / ARBN Financial year ended:
Pinnacle Minerals Limited 52 655 033 677 30 June 2026
Our corporate governance statement for the period above can be found at:
☒ These pages of our annual report: pages 45 to 50 of our annual report for the year ended 30 June 2026
☐ This URL on our website: ______________________________________________
The corporate governance statement is accurate and up to date as at 30 September 2026 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 30 September 2026
Name of authorised officer authorising lodgement: Jay Stephenson, Company Secretary
Notes
1 Listing Rule 4.10.3 requires an entity included in the official list as an ASX Listing to include in its annual report either a corporate governance statement meeting the
requirements of that rule, or the URL of the page on its website where that statement is located.
2 The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council
during the reporting period. Any recommendation not followed for any part of the period must be identified, together with the period during which it was not followed,
the reasons for not following it and any alternative governance practices adopted in its place.
3 Listing Rule 4.7.3 requires a completed Appendix 4G to be lodged with ASX at the same time as the annual report. The Appendix 4G is a key to where the entity's
governance disclosures are located and a verification tool; it is separate from, and not a substitute for, the corporate governance statement.
4 A box in the second column is ticked only where the recommendation has been followed in full for the whole of the period above. Where a recommendation carries a
disclosure obligation, the location of that disclosure is inserted beneath the tick.
5 Where a recommendation has not been followed in full for the whole of the period, a box in the third column is ticked and the reasons are given in the corporate
governance statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Appendix 4G — Pinnacle Minerals Limited Page 2
ANNEXURE — KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked, we have followed the recommendation in
full for the whole of the period above. We have disclosed this in our
corporate governance statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
PRINCIPLE 1 — LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 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.
☒
and we have disclosed a copy of our board charter in our Corporate
Governance Plan at www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
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.
☒ ☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
1.3 A listed entity should have a written agreement with each director and senior
executive setting out the terms of their appointment.
☒ ☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
1.4 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.
☒ ☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
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 the measurable
objectives set, progress towards them and the respective proportions of men and
women on the board, in senior executive positions and across the whole
workforce.
☐ ☒ set out in our corporate governance statement. We have and
have disclosed a diversity policy in our Corporate Governance Plan at
www.pinnacleminerals.com.au, but the board has not set
measurable objectives for achieving gender diversity, having regard
to the size and stage of development of the Company.
☐ we are an externally managed entity and this recommendation is
therefore not applicable
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 for each reporting period whether a performance evaluation was
undertaken in accordance with that process.
☒
and we have disclosed the evaluation process referred to in paragraph
(a) in our Corporate Governance Plan at www.pinnacleminerals.com.au
and whether a performance evaluation was undertaken for the
reporting period in our corporate governance statement
☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
1.7 A listed entity should: (a) have and disclose a process for periodically
evaluating the performance of its senior executives; and (b) disclose for each
reporting period whether a performance evaluation was undertaken in
accordance with that process.
☒
and we have disclosed the evaluation process referred to in paragraph
(a) in our Corporate Governance Plan at www.pinnacleminerals.com.au
and whether a performance evaluation was undertaken for the
reporting period in our corporate governance statement
☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Appendix 4G — Pinnacle Minerals Limited Page 3
Corporate Governance Council recommendation Where a box below is ticked, we have followed the recommendation in
full for the whole of the period above. We have disclosed this in our
corporate governance statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
PRINCIPLE 2 — STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should: (a) have a nomination committee which
has at least three members, a majority of whom are independent directors, and is
chaired by an independent director, and disclose the charter of the committee, its
members and, as at the end of each reporting period, the number of meetings
and individual attendances; 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.
☒
[paragraph (b) applies]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ in our corporate governance
statement
and a copy of the Nomination Committee Charter in our Corporate
Governance Plan at www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
2.2 A listed entity should have and disclose a board skills matrix setting out the
mix of skills and diversity that the board currently has or is looking to achieve in its
membership.
☒
and we have disclosed our board skills matrix in our corporate
governance statement
☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
2.3 A listed entity should disclose: (a) the names of the directors considered by
the board to be independent directors; (b) any interest, position, association or
relationship of the type described in Box 2.3 that the board considers does not
compromise independence, and why; and (c) the length of service of each
director.
☒
and we have disclosed the names of the directors considered to be
independent, and the length of service of each director, in our corporate
governance statement and in the Directors' report in our 2026 annual
report
☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
2.4 A majority of the board of a listed entity should be independent directors. ☒ ☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
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.
☒ ☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
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 effectively.
☒ ☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
PRINCIPLE 3 — INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒
and we have disclosed our values in our Corporate Governance Plan at
www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
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.
☒
and we have disclosed our code of conduct in our Corporate Governance
Plan at www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
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.
☒
and we have disclosed our whistleblower policy in our Corporate
Governance Plan at www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Appendix 4G — Pinnacle Minerals Limited Page 4
Corporate Governance Council recommendation Where a box below is ticked, we have followed the recommendation in
full for the whole of the period above. We have disclosed this in our
corporate governance statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
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.
☒
and we have disclosed our anti-bribery and corruption policy in our
Corporate Governance Plan at www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
PRINCIPLE 4 — SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should: (a) have an audit committee which has at
least three members, all of whom are non-executive directors and a majority of
whom are independent directors, and is chaired by an independent director who
is not the chair of the board, and disclose the charter of the committee, the
relevant qualifications and experience of its members and, in relation to each
reporting period, the number of meetings and individual attendances; 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.
☒
[paragraph (b) applies]
and we have disclosed the fact that we do not have an audit committee
and the processes we employ in our corporate governance statement
and a copy of the Audit and Risk Committee Charter in our Corporate
Governance Plan at www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
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 have been properly maintained and the
financial statements comply with the appropriate accounting standards and give a
true and fair view, and that the opinion has been formed on the basis of a sound
system of risk management and internal control which is operating effectively.
☒ ☐ set out in our corporate governance statement
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.
☒
and we have disclosed our verification process in our corporate
governance statement and in our Corporate Governance Plan at
www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
PRINCIPLE 5 — MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for complying with its
continuous disclosure obligations under listing rule 3.1.
☒
and we have disclosed our continuous disclosure policy in our Corporate
Governance Plan at www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
5.2 A listed entity should ensure that its board receives copies of all material
market announcements promptly after they have been made.
☒ ☐ set out in our corporate governance statement
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.
☒ ☐ set out in our corporate governance statement
PRINCIPLE 6 — RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its governance to
investors via its website.
☒
and we have disclosed information about us and our governance at
www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
6.2 A listed entity should have an investor relations program that facilitates
effective two-way communication with investors.
☒ ☐ set out in our corporate governance statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Appendix 4G — Pinnacle Minerals Limited Page 5
Corporate Governance Council recommendation Where a box below is ticked, we have followed the recommendation in
full for the whole of the period above. We have disclosed this in our
corporate governance statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
6.3 A listed entity should disclose how it facilitates and encourages participation
at meetings of security holders.
☒
and we have disclosed how we facilitate and encourage participation in
our corporate governance statement and in our Corporate Governance
Plan at www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
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.
☒ ☐ set out in our corporate governance statement
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.
☒
security holders may elect to receive and send communications
electronically through our share registry, Automic Registry Services, as
disclosed in our corporate governance statement
☐ set out in our corporate governance statement
PRINCIPLE 7 — RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should: (a) have a committee or committees to
oversee risk, each of which has at least three members, a majority of whom are
independent directors, and is chaired by an independent director, and disclose
the charter of the committee, its members and, as at the end of each reporting
period, the number of meetings and individual attendances; or (b) if it does not
have a risk committee or committees that satisfy (a), disclose that fact and the
processes it employs for overseeing the entity's risk management framework.
☒
[paragraph (b) applies]
and we have disclosed the fact that we do not have a risk committee
and the processes we employ in our corporate governance statement
and a copy of the Audit and Risk Committee Charter in our Corporate
Governance Plan at www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
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.
☒
and we have disclosed that a review took place during the reporting
period in our corporate governance statement
☐ set out in our corporate governance statement
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 governance, risk management and
internal control processes.
☒
[paragraph (b) applies]
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ in our corporate governance
statement
☐ set out in our corporate governance statement
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.
☒
and we have disclosed this in our corporate governance statement, in
the Directors' report and in the financial statements in our 2026 annual
report
☐ set out in our corporate governance statement
PRINCIPLE 8 — REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: (a) have a remuneration committee which
has at least three members, a majority of whom are independent directors, and is
chaired by an independent director, and disclose the charter of the committee, its
members and, as at the end of each reporting period, the number of meetings
and individual attendances; 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.
☒
[paragraph (b) applies]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ in our corporate governance
statement
and a copy of the Remuneration Committee Charter in our Corporate
Governance Plan at www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Appendix 4G — Pinnacle Minerals Limited Page 6
Corporate Governance Council recommendation Where a box below is ticked, we have followed the recommendation in
full for the whole of the period above. We have disclosed this in our
corporate governance statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
8.2 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.
☒
and we have disclosed these separately in the Remuneration Report in
our 2026 annual report and in our corporate governance statement
☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
8.3 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.
☒
and we have disclosed our policy on this issue in the Securities Trading
Policy in our Corporate Governance Plan at
www.pinnacleminerals.com.au
☐ set out in our corporate governance statement
☐ we are an externally managed entity and this recommendation is
therefore not applicable
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