Announcement PDF ASX Announcement 5 July 2023 ASX: ABX Addendum to the 2022 Annual Report lodged 28 April 2023 ABx Group Limited (ASX: ABX) (“ABx” or “the Company”) provides the following information to provide clarity to material included in the 2022 Annual Report identified by ASX as not being complete and/or not compliant with the Listing Rules. ASX Query Query Clarification 1 Page 9 states “… maiden resource which post period-end has been upgraded, more than tripling in size to 13.9Mt.” This statement needs to be cross-referenced to the original announcement. See ASX Announcement titled “REE Resource Triples at Deep Leads, Tasmania” released on 20 March 2023. 2 Page 10 states “… Rubble Mound channel of 3.94 million tonnes … updated resource estimate of 13.9 million tonnes at an average …”. This statement needs to be crossreferenced to the original announcement, and ABX must disclose the categories of its resources (clause 26). See ASX Announcement titled “REE Resource Triples at Deep Leads, Tasmania” released on 20 March 2023. 3 Page 11 states “…Results received post year-end delivered extraction rates of up to 83% and indicate ABx has the highest reported extractions of any clay hosted REE prospect in Australia.” This statement needs to be crossreferenced to the original announcement. See ASX Announcement titled “Wide-Spread High Extractions of Ionic Adsorption Clay” released on 2 February 2023. 4 Page 13 states “…20 kg per hour of bath to produce hydrogen fluoride.” This statement needs to be crossreferenced to the original announcement. See the Company’s June 2022 Quarterly Report released on 29 July 2022; and Page 14 states “… export 500,000 tonnes per year of metallurgical grade bauxite in its first year of production, then scale up to full See ASX Announcement titled “Binjour Mineral Resource, 37.0 million” tonnes released on 18 June 2018. 5 Inferred Indicated 11.2 million tonnes 2.7 million tonnes Note: On 8 May 2023 in an ASX Announcement titled “ABX Achieves 20Mt REE Resource Milestone”, the company advised that the REE Resource had increased to 21 million tonnes. Inferred Indicated 17 million tonnes 4 million tonnes ASX Announcement titled “ALCORE Pilot PlantInitial Operating Conditions Selected” released on 24 October 2022. . ABx Group Limited Level 5 52 Phillip Street Sydney NSW 2000 ABN 14 139 494 885 P: +61 2 9251 7177 F: +61 2 9251 7500 ASX release 5 July 2023 page 2 ASX Query Query operational capacity of 1.5 million tonnes per year. … In Tasmania, ABx has a JORC compliant resource of 13.7 million tonnes across three deposits …”. This statement needs to be cross-referenced to the original announcement, and ABX must disclose the categories of its resources (clause 26). Clarification Inferred Indicated 14.2 million tonnes 22.8 million tonnes Page 16 states “The information relating to Mineral Resources on the Mainland was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis the information has not materially changed since it was last reported…”. This statement needs to be cross-referenced to the original announcement. Also, please confirm whether there has been any material changes to the original estimated? Cross references to original announcements are included to the right of the Resources Table on page 17. 7 Pages 36 – 42 refer to the third edition of Appendix 4G – Corporate Governance Council Principles and Recommendations. Please update the recommendations to the fourth edition. See Appendix A. 8 Please confirm whether ABX had a buyback on the market (LR.4.10.18). No buyback occurred in FY 2022 or in any other year. 9 Please include a statement from a competent person (LR.5.24). A Competent Person Statement is included on pages 16 and 17 of the Annual Report 6 On page 16 the Company has made the following statement “It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.” This announcement is approved for release by the board of directors. For further information please contact: Henry Kinstlinger Company Secretary ABx Group Mobile: +61 418 613 028 Email: hkinstlinger@abxgroup.com.au Website: abxgroup.com.au Appendix A ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition (at 30 December 2022) PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT 1.1 A listed en1ty should have and disclose a board charter se:ng out: (a) the respec1ve roles and responsibili1es of its board and management; and (b) those maAers expressly reserved to the board and those delegated to management. 1.2 1.4 1.5 The Company’s Corporate Governance Plan includes a Board Charter, which discloses the specific responsibili1es of the Board. The responsibili1es delegated to the senior management team are set out in the Board Charter. The Board Charter can be viewed at the Company’s website www.abxgroup.com.au/site/about/corporategovernance A listed en1ty should: Complies. (a) undertake appropriate checks before appoin1ng a director or senior execu1ve or pu:ng someone forward for elec1on as a director; and The Company has conducted appropriate checks for all current Directors. (b) provide security holders with all material informa1on in its possession relevant to a decision on whether or not to elect or re-elect a director. 1.3 Complies. The Company will undertake appropriate checks described in Guidance Note 1, paragraph 3.15 issued by the ASX before appoin1ng a person, or pu:ng forward to Shareholders a candidate for elec1on, as a director. A listed en1ty should have a wriAen agreement with each director and senior execu1ve se:ng out the terms of their appointment. Does not yet comply. The company secretary of a listed en1ty should be accountable directly to the board, through the chair, on all maAers to do with the proper func1oning of the board. Complies. A listed en1ty should: Complies. (a) have and disclose a diversity policy; The Diversity Policy is disclosed on the Company’s website. (b) through its board or a commiAee of the board set measurable objec1ves for achieving gender diversity in the composi1on of its board, senior execu1ves and workforce generally; and (c) disclose in rela1on to each repor1ng period: (1) the measurable objec1ves set for that period to achieve gender diversity; Appendix A Not all Directors have wriAen agreement se:ng out the terms of their appointment. The Company will endeavour to finalise these agreements shortly. The Company Secretary has been appointed and is accountable directly to the Board, through the Chairperson, on all maAers to do with the proper func1oning of the Board. Details of the Company’s measurable objec1ves for achieving gender diversity and its progress towards achieving them and the en1ty’s gender diversity figures are set out in the Company’s annual report. The Company has gender-diversity at various levels of management. However, the Company has not reported diversity metrics in the FY22 Annual Report. The Company will consider providing this disclosure in future Annual Reports. Page 1 Appendix A ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition (at 30 December 2022) (2) the en1ty’s progress towards achieving those objec1ves; and (3) either: (A) the respec1ve propor1ons of men and women on the board, in senior execu1ve posi1ons and across the whole workforce (including how the en1ty has defined “senior execu1ve” for these purposes); or (B) if the en1ty is a “relevant employer” under the Workplace Gender Equality Act, the en1ty’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the en1ty was in the S&P / ASX 300 Index at the commencement of the repor1ng period, the measurable objec1ve for achieving gender diversity in the composi1on of its board should be to have not less than 30% of its directors of each gender within a specified period. 1.6 1.7 A listed en1ty should: Will comply. (a) have and disclose a process for periodically evalua1ng the performance of the board, its commiAees and individual directors; and The Company will disclose the process for evalua1ng the performance of the Board, its commiAees and individual directors in its future annual reports. (b) disclose for each repor1ng period whether a performance evalua1on has been undertaken in accordance with that process during or in respect of that period. Details of the performance evalua1ons undertaken will be set out in future annual reports. A listed en1ty should: Complies. (a) have and disclose a process for evalua1ng the performance of its senior execu1ves at least once every repor1ng period; and Senior execu1ve key performance indicators are set annually, with performance appraised by the Board, and reviewed in detail by the Board. (b) disclose for each repor1ng period whether a performance evalua1on has been undertaken in accordance with that process during or in respect of that period. Appendix A The internal review is to be conducted on an annual basis and if deemed necessary an independent third party will facilitate this internal review. Details of the performance evalua1ons undertaken will be set out in future annual reports. Page 2 Appendix A ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition (at 30 December 2022) PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE 2.1 The board of a listed en1ty should: Does not comply. (a) have a nomina1on commiAee which: The Company does not have a nomina1on commiAee. (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 commiAee; (4) the members of the commiAee; and (5) as at the end of each repor1ng period, the number of 1mes the commiAee met throughout the period and the individual aAendances of the members at those mee1ngs; or Currently the role of the nomina1on commiAee is undertaken by the full Board. The Company intends to establish a nomina1on commiAee once the Company’s opera1ons are of sufficient magnitude. The Company does not have a nomina1on commiAee. The Board evaluates the skills, experience of its members and then determines whether addi1onal members should be invited to the Board to complement or replace the exis1ng members. (b) if it does not have a nomina1on commiAee, 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 du1es and responsibili1es effec1vely. 2.2 2.3 A listed en1ty should have and disclose a board skills matrix se:ng out the mix of skills that the board currently has or is looking to achieve in its membership. Does not yet comply. A listed en1ty should disclose: Complies (a) the names of the directors considered by the board to be independent directors; The Company’s independent directors are Mr Ken Boundy and Mr Paul Anthony Lennon. (b) if a director has an interest, posi1on, affilia1on or rela1onship 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, posi1on or rela1onship in ques1on and an Appendix A The Company intends to develop a board skill matrix se:ng out the mix of skills and diversity the Board has and requires. The skill matrix will be available at the Company’s website once finalised. The independence of the directors and length of service of each director are set out in the Company’s annual report. Details of any relevant interest, posi1on, associa1on or rela1onship impac1ng upon a director’s independence are set out in the Company’s annual report. Page 3 Appendix A ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition (at 30 December 2022) explana1on of why the board is of that opinion; and (c) the length of service of each director. 2.4 2.5 2.6 A majority of the board of a listed en1ty should be independent directors. Complies. The chair of the board of a listed en1ty should be an independent director and, in par1cular, should not be the same person as the CEO of the en1ty. Complies. A listed en1ty should have a program for induc1ng new directors and for periodically reviewing whether there is a need for exis1ng directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effec1vely. Does not yet comply. The Company has three directors. Two of these directors are non- execu1ve directors. The chair is an independent director and is a different person to the CEO of the en1ty. Currently the induc1on of new directors and plan for professional development is managed informally by the full Board. The Company intends to develop a formal program for induc1ng new directors and providing appropriate professional development opportuni1es consistent with the development of the Company. PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY 3.1 A listed en1ty should ar1culate and disclose its values. Complies. The Board has a Code of Conduct to guide compliance with legal, ethical and other obliga1ons to legi1mate stakeholders and the responsibility and accountability required of the Group’s personnel for repor1ng and inves1ga1ng unethical prac1ces or circumstances where there are beaches of the Code. The Code of Conduct is available on the Company’s website. 3.2 A listed en1ty should: Complies. (a) have and disclose a code of conduct for its directors, senior execu1ves and employees; and The Company’s Corporate Governance Plan includes a Code of Conduct, which discloses the specific responsibility and accountability of ABx directors, senior execu1ves and employees. (b) ensure that the board or a commiAee of the board is informed of any material breaches of that code by a director or senior execu1ve; and (c) any other material breaches of that code that call into ques1on the culture of the organisa1on. 3.3 A listed en1ty should: Appendix A The Code of Conduct can be viewed at the Company’s website www.abxgroup.com.au/site/about/corporategovernance Complies. Page 4 Appendix A ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition (at 30 December 2022) (a) have and disclose a whistleblower policy; and (b) ensure that the board or a commiAee of the board is informed of any material incidents reported under that policy. 3.4 The Company’s Corporate Governance Plan includes a whistleblower policy, which encourages promo1ng and suppor1ng a culture of honest and ethical behaviour, corporate compliance and good corporate governance. The whistleblower policy can be viewed at the Company’s website www.abxgroup.com.au/site/about/corporategovernance A listed en1ty should: Complies. (a) have and disclose an an1-bribery and corrup1on policy; and The Company’s Corporate Governance Plan includes an an1- bribery and corrup1on policy, which outlines the Company’s commitment to comply with the laws and regula1ons and ac1ng in an ethical manner, consistent with the principles of honesty, integrity, fairness and respect. (b) ensure that the board or commiAee of the board is informed of any material breaches of that policy. The an1-bribery and corrup1on policy can be viewed at the Company’s website www.abxgroup.com.au/site/about/corporategovernance PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS 4.1 The board of a listed en1ty should: ParWally complies. (a) have an audit commiAee which: The board has established an audit and risk commiAee Charter. (1) has at least three members, all of whom are non-execu1ve 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: Members of the commiAee comprise the whole board of directors. A summary of the charter and details of the number of 1mes the audit and risk commiAee met throughout the period and the individual aAendances of the members at those mee1ngs are set out in the Company’s annual report. (3) the charter of the commiAee; (4) the relevant qualifica1ons and experience of the members of the commiAee; and (5) in rela1on to each repor1ng period, the number of 1mes the commiAee met throughout the period and the individual aAendances of the members at those mee1ngs; or (b) if it does not have an audit commiAee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate Appendix A Page 5 Appendix A ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition (at 30 December 2022) repor1ng, including the processes for the appointment and removal of the external auditor and the rota1on of the audit engagement partner. 4.2 4.3 The board of a listed en1ty should, before it approves the en1ty’s financial statements for a financial period, receive from its CEO and CFO a declara1on that, in their opinion, the financial records of the en1ty have been properly maintained and that the financial statements comply with the appropriate accoun1ng standards and give a true and fair view of the financial posi1on and performance of the en1ty and that the opinion has been formed on the basis of a sound system of risk management and internal control which is opera1ng effec1vely. Complies. A listed en1ty 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. Complies. The Board requires the Chief Execu1ve Officer and the Chief Financial Officer to provide such a statement before approving the en1ty’s financial statements for a financial period. The Company goes through external auditor approval for its corporate reports. External auditor aAends AGMs and is available to answer ques1ons from Security Holders relevant to the audit. PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE 5.1 A listed en1ty should have and disclose a wriAen policy for complying with its con1nuous disclosure obliga1ons under lis1ng rule 3.1. Complies. The Company has a wriAen policy on informa1on disclosure. The focus of these policies and procedures is con1nuous disclosure and improving access to informa1on for investors. The Company’s con1nuous disclosure policy can be viewed at the Company’s website. 5.2 A listed en1ty should ensure that its board receives copies of all material market announcements promptly aker they have been made. Complies. 5.3 A listed en1ty that gives a new and substan1ve investor or analyst presenta1on should release a copy of the presenta1on materials on the ASX Market Announcements Plalorm ahead of the presenta1on. Complies. PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS 6.1 A listed en1ty should provide informa1on about itself and its governance to investors via its website. Appendix A Complies. The Company has provided specific informa1on about itself and its key personnel and has Page 6 Appendix A ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition (at 30 December 2022) developed a comprehensive Corporate Governance Plan. Details can be found at the Company’s website. 6.2 A listed en1ty should have an investor rela1ons program that facilitates effec1ve two-way communica1on with investors. Complies. The Company has established a Shareholder’s Communica1on Policy. The Company recognises the importance of forthright communica1ons and aims to ensure that the shareholders are informed of all major developments affec1ng the Company. Details of the Shareholder’s Communica1on Policy can be found on the Company’s website. 6.3 A listed en1ty should disclose how it facilitates and encourages par1cipa1on at mee1ngs of security holders. Complies. 6.4 A listed en1ty should ensure that all substan1ve resolu1ons at a mee1ng of security holders are decided by a poll rather than by a show of hands. Complies. 6.5 A listed en1ty should give security holders the op1on to receive communica1ons from, and send communica1ons to, the en1ty and its security registry electronically. Complies. The Shareholder’s Communica1on Policy is available on the Company’s website and details are set out in the Company’s annual report. The Company has provided the op1on to receive communica1ons from, and send communica1ons to, the en1ty and its security registry electronically. PRINCIPLE 7 – RECOGNISE AND MANAGE RISK 7.1 The board of a listed en1ty should: Complies. (a) have a commiAee or commiAees to oversee risk, each of which: The Board has established an audit and risk commiAee to oversee risk which is comprised of the whole Board. (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, Details of the number of 1mes the commiAee met and the individual aAendances of the members at those mee1ngs is set out in the Company’s annual report. and disclose: (3) the charter of the commiAee; (4) the members of the commiAee; and (5) as at the end of each repor1ng period, the number of 1mes the commiAee met throughout the period and the individual Appendix A Page 7 Appendix A ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition (at 30 December 2022) aAendances of the members at those mee1ngs; or (b) if it does not have a risk commiAee or commiAees that sa1sfy (a) above, disclose that fact and the processes it employs for overseeing the en1ty’s risk management framework. 7.2 The board or a commiAee of the board should: (a) review the en1ty’s risk management framework at least annually to sa1sfy itself that it con1nues to be sound and that the en1ty is opera1ng with due regard to the risk appe1te set by the board; and (b) disclose, in rela1on to each repor1ng period, whether such a review has taken place. Complies. The Company’s Corporate Governance Plan includes a Risk Management Review Procedure and Compliance and Control policy. The Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control. The Board has delegated to the audit and risk commiAee the responsibility for implemen1ng the risk management system. Details of the number of 1mes the commiAee conducted a risk management review in rela1on to each repor1ng period will be disclosed in its annual reports. 7.3 A listed en1ty should disclose: Does not yet comply. (a) if it has an internal audit func1on, how the func1on is structured and what role it performs; or The Board has delegated the internal audit func1on to the audit and risk commiAee and intends to establish and implement the structure and role of the internal audit func1on. (b) if it does not have an internal audit func1on, that fact and the processes it employs for evalua1ng and con1nually improving the effec1veness of its governance, risk management and internal control processes. 7.4 A listed en1ty 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 Company will disclose the details of the internal audit func1on in its future annual reports. Complies. The Company has an Audit and Risk commiAee appointed to manage economic sustainability and risk. In addi1on to this the Company also has an Environmental and Social Charter on its website, and manages environmental and social sustainability risks accordingly. With respect to the Tenements, the Company complies with environmental regulatory requirements and risk through the relevant authori1es issued pursuant to permits from the Appendix A Page 8 Appendix A ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition (at 30 December 2022) relevant government departments in NSW, QLD and Tasmania. PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY 8.1 The board of a listed en1ty should: (a) have a remunera1on commiAee 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 commiAee; (4) the members of the commiAee; and Does not yet comply due to the size of the Company. The Board has adopted a Remunera1on CommiAee Charter. However, the Company is not of a size that jus1fies having a separate Remunera1on CommiAee so maAers typically considered by such a commiAee are dealt with by the full Board. The Board has reviewed, through independent sources, the level and composi1on of remunera1on for Directors and senior execu1ves to ensure that such remunera1on is appropriate and not excessive. (5) as at the end of each repor1ng period, the number of 1mes the commiAee met throughout the period and the individual aAendances of the members at those mee1ngs; or (b) if it does not have a remunera1on commiAee, disclose that fact and the processes it employs for se:ng the level and composi1on of remunera1on for directors and senior execu1ves and ensuring that such remunera1on is appropriate and not excessive. 8.2 A listed en1ty should separately disclose its policies and prac1ces regarding the remunera1on of non-execu1ve directors and the remunera1on of execu1ve directors and other senior execu1ves. Complies. The Company dis1nguishes the structure of Nonexecu1ve Directors’ remunera1on from Execu1ve Directors and senior execu1ves. Details of the policies and prac1ces regarding remunera1on are set out in the Company’s annual report. The Remunera1on CommiAee Charter is disclosed on the Company’s website. 8.3 A listed en1ty which has an equity-based remunera1on scheme should: (a) have a policy on whether par1cipants are permiAed to enter into transac1ons (whether through the use of deriva1ves or otherwise) which limit the economic risk of par1cipa1ng in the scheme; and Appendix A Complies. The Company’s Policy on Dealing with Company Securi1es prohibits execu1ve staff from undertaking hedging or other strategies that could limit the economic risk associated with Company Securi1es issued under any equity based remunera1on scheme. Page 9 Appendix A ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition (at 30 December 2022) (b) disclose that policy or a summary of it. The Company’s Share Trading Policy can be viewed on the Company’s website. ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES 9.1 A listed en1ty with a director who does not speak the language in which board or security holder mee1ngs are held or key corporate documents are wriAen should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those mee1ngs and understands and can discharge their obliga1ons in rela1on to those documents. We do not have a director in this posiWon and therefore this recommendaWon is not applicable. 9.2 A listed en1ty established outside Australia should ensure that mee1ngs of security holders are held at a reasonable place and 1me. We do not have a director in this posiWon and therefore this recommendaWon is not applicable. 9.3 A listed en1ty established outside Australia, and an externally managed listed en1ty that has an AGM, should ensure that its external auditor aAends its AGM and is available to answer ques1ons from security holders relevant to the audit. We do not have a director in this posiWon and therefore this recommendaWon is not applicable. Appendix A Page 10