Corporate Governance

Introduction

This Code of Conduct sets out the standard which the Board, the Management and the employees of Intermin Mines Private Limited ('Intermin' or 'the Company') are required to comply with when dealing with each other and the broader community.

Interpretation and Application

This Code should be considered in conjunction with applicable legislation, Company policies on specific conduct matters and supporting procedures.

The Code applies to all Intermin directors, managers and employees.

The Code also applies to any contractors, agents and other intermediaries engaged by Intermin.

Commitment of the Board and Management to the Corporate Code of Conduct

Intermin is committed to the highest standards of ethical business conduct.

The Board and Management approve and endorse this Code of Conduct and support the Code and all that it strives to achieve.

The Board and Management encourage all staff to consider the principles of the Code of Conduct and use them as a guide to determining how to respond when acting on behalf of the Company.

Company Values

This Code of Conduct is based upon the following key principles of ethical business conduct:

• Acting with honesty and integrity
• Abiding by laws and regulations
• Respecting confidentiality and handling information in a proper manner
• Maintaining the highest standards of professional behaviour
• Avoiding conflicts of interest
• Striving to be a good corporate citizen and to achieve community respect

Responsibilities to Shareholders and the Financial Community

The Company aims to:

• Increase shareholder value within an appropriate framework which safeguards the rights and interests of the Company's shareholders and the financial community; and
• Comply with systems of control and accountability which the Company has in place as part of its corporate governance with openness and integrity.

Responsibility to the Broader Community

The Company will recognise, consider and respect environmental issues which arise in relation to the Company's activities and comply with all applicable legal requirements.

The Company recognises and respects the rights of individuals and to the best of its ability will comply with the applicable legal rules regarding privacy, privileges, private and confidential information.

The Company will deal with customers, suppliers and competitors in a way that is fair and will not engage in deceptive practices.

Compliance with the Law

The Company is to comply with all legislative and common law requirements which affect its business. Any transgression from the applicable legal rules is to be reported to the Managing Director as soon as a person becomes aware of such a transgression.

Employment Practices

Occupational Health and Safety

The Company will provide and maintain a safe workplace, and undertake proper occupational health and safety practices (including the provision of training, supervision and protective equipment) in accordance with the nature of the Company's business and activities.

Employees shall take reasonable care to ensure their own safety and health at work, and shall not engage in conduct that adversely affects the safety and health of other persons.

Alcohol and Drug Usage

Employees have a responsibility to present for work in a fit state, and must not be impaired by illicit drugs or alcohol.

Where an employee is on prescribed medication that has the potential to impact on performance and safety, the immediate supervisor or manager should be notified to ensure that the safety and health of that employee and other persons is not affected.

Management of Diversity

The Company recognises the diversity of its workforce, and is committed to equal opportunity for its employees.

There shall be no discrimination against a person on the basis of race, colour, gender, age, disability, marital status, family responsibilities, pregnancy, sexual orientation, religion or political beliefs.

Harassment of any person on any basis will be considered unacceptable, and will not be tolerated.

Intellectual Property

Any intellectual property developed by an employee during or as a result of their employment with the Company is the sole property of the Company. When employed with Intermin, employees shall not engage in outside paid employment without the prior approval of their manager.

Gifts and Entertainment

Care should be exercised with the giving and receipt of gifts and entertainment to ensure that the amounts are not of a significant or excessive value, that no conflicts of interest arise, that business decisions are not compromised on and that there is no breach of the anticorruption policy.

Conflicts of Interest

Directors, managers and employees must avoid any personal, financial or other interest which can conflict with their duties and responsibilities to the Company.

Where a real or apparent conflict of interest arises, the matter should be fully disclosed to that person’s manager so that it may be considered and dealt with in an appropriate manner for all concerned.

All conflicts of interest shall be subsequently reported to the Managing Director and the Chairman of the Audit Committee.

Corporate Opportunities

Directors, managers and employees have a legal obligation to not misuse their position to gain an advantage for themselves or someone else, or to cause detriment to the Company.

The assets of the Company must be protected to ensure that they are available for legitimate business purposes and that all corporate opportunities are enjoyed by the Company.

Confidentiality

Directors, managers and employees have a legal obligation to not misuse information to gain an advantage for themselves or someone else, or to cause detriment to the Company. This obligation continues after a person leaves the Company.

Confidential information must not be disclosed to another person, except where specific authorisation is given by the Company or the disclosure is required by law.

The obligation not to disclose confidential information also includes information that may belong to another company for whom Intermin is performing contract work.

Compliance with the Code of Conduct

Any breach of the Code of Conduct shall be reported directly to either the Managing Director or to the Chairman of the Audit Committee.

Reports of any breach of this Code that have been made in good faith will be treated with respect and in confidence.

Except for deliberate false reports, employees who report possible breaches of the Code will not be personally disadvantaged (such as demotion, harassment and discrimination) as a result of the making the report.

Periodic Review of the Code of Conduct

The Company will monitor the effectiveness of the Code by liaising with the Board, the Management and the staff, particularly in relation to any areas of difficulty which may arise from the Code of Conduct.

Suggestions for improvement or amendments to the Code are welcome and can be made at any time by providing a written note or email to the Company Secretary.

The Code shall be reviewed by the Board from time to time as appropriate.