CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDING 30 JUNE 2026 This Corporate Governance Statement is current as at 28 September 2026 and has been approved by the Board of the Company on that date. This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2026, followed the recommendations set by the ASX Corporate Governance Council in its publication “Corporate Governance Principles and Recommendations, 4th Edition” (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period. The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties. The Company’s website at www.adavaleresources.com contains a corporate governance section that includes copies of the Company’s corporate governance policies. ASX Principal and Recommendation Compliance yes/no Explanation Principle 1: Lay solid foundations for management and oversight Recommendation 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. Yes The Company has adopted a Code of Conduct policy which discloses the roles and responsibilities of the Board and senior management. Under the policy, the Board is responsible for the overall operation and stewardship of the Company (and any future subsidiaries), including charting the direction, strategies and financial objectives for the Company (and any future subsidiaries), monitoring the implementation of those policies, strategies and financial objectives, and monitoring compliance with regulatory requirements and ethical standards. The Code of Conduct is available on the Company's website. 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. Yes The Company conducts background checks of candidates for new Director positions prior to their appointment or nomination for election by Shareholders, including checks as to good character, experience, education, qualifications, criminal history and bankruptcy. The Company includes in its notices of meeting a brief biography of each Director who stands for election or re-election. Recommendation 1.3 Companies should have a written agreement with each director and senior executive setting out the terms of their appointment. Yes All directors have in place a formal letter of appointment including a director’s interest agreement with respect to disclosure of security interests. ASX: ADD Corporate Governance Statement – 30 June 2026 Recommendation 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. Yes The Company Secretary reports directly, and is accountable, to the Board through the Chairman in relation to all governance matters. 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: i) the measurable objectives set for that period to achieve gender diversity; ii) the entity’s progress towards achieving those objectives; and iii) 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 Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. No The Company has not adopted a Diversity Policy. Given the small size of the Company and the changes to the Board during the year, the Board has yet to consider a diversity policy and determine measurable objectives for increasing gender diversity. All personnel are employed/and or promoted on their merits. At an appropriate time in the future when the Company is of sufficient size and scale, the Board will adopt a Diversity Policy and determine appropriate measurable objectives for achieving gender diversity. During the financial year, all board members are males, and all other services are outsourced to contractors. 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 for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. No The Company has adopted in its Nomination and Remuneration Committee Charter a process for evaluation of the Board, its committees and executives. Due to the size of the Board and the nature of its business, it has not been deemed necessary to institute a formal documented performance review program of individuals. No review was conducted during the financial year but the board intends to conduct a formal performance review process at the appropriate time. Recommendation 1.7 A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once No The Company has in place an informal process for evaluation of its key executives. Due to the small size of the Company and the Corporate Governance Statement – 30 June 2026 every reporting period; and (b) disclose for each reporting period, whether a performance evaluation has been undertaken with that process during and in respect of that period. nature of its business, it has not been deemed necessary to institute a formal documented performance review program of senior executives. An informal review was conducted during the financial year and the board intends to implement a performance review process at the appropriate time. Principal 2: Structure the Board to be effective and add value The board of a listed entity should: (a) have a nomination committee which: 1) has a 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 the 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. No Due to size of the Board and the current operation of the Company, the Board assumes the role of the nomination committee. The Company has adopted a Nomination and Remuneration Committee Charter. Majority of the board are not independent and chaired by Mr Allan Ritchie, who is not independent. A copy of the Nomination and Remuneration Committee Charter is available on the Company’s website. Recommendation 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. No The Company did not have a skills matrix in relation to its Board members during the financial year ended 30 June 2026. The Board considers its composition appropriate given the scope and size of the Company’s operations and the skills matrix of the existing Board members. 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. Yes During the financial year 2026, the Board consists of three directors, with Mr Maurice (Nic) Matich (Non-Executive Director) considered to be independent. Details of the current Directors' interests, positions, the length of service are provided in the annual report. Recommendation 2.4 A majority of the board of a listed entity should be independent directors. No During the financial year, majority of the Board (2 out of 3) are not independent directors. Recommendation 2.5 No Mr Allan Ritchie is the Chairman and CEO of the Corporate Governance Statement – 30 June 2026 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. Company. The Board will consider the composition of the Board in the near future. 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. No The Company does not currently have a formal induction program for new Directors nor does it have a formal professional development program for existing Directors. The Board does not consider that a formal induction program is necessary given the current small size and scope of the Company's operations. Principal 3: Instil a culture of acting lawfully, ethically and responsibly Recommendation 3.1 A listed entity should articulate and disclose its values Yes The Board acknowledges and emphasises the importance of all Directors and employees maintaining the highest standards of corporate governance practice and ethical conduct. The Board believes that the success of the Company will be enhanced by a strong ethical culture within the organisation. Accordingly, the Company has established a Code of Conduct which sets out the standards with which the directors, officers, managers, employees and consultants of the Company (and any future subsidiaries) are expected to comply in relation to the affairs of the Company's business and when dealing with each other, Shareholders and the broader community. The Code also outlines the procedure for reporting any breaches of the Code and the possible disciplinary action the Company may take in respect of any breaches. In addition to their obligations under the Corporations Act in relation to inside information, all Directors, employees and consultants have a duty of confidentiality to the Company in relation to confidential information they possess. 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. Yes As detailed above the Company has an established code of conduct and this is disclosed in the Corporate Governance section of its website. These codes of conducts are also included in their respective agreements and contracts. There were no material breaches of that code during the financial year. Corporate Governance Statement – 30 June 2026 Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (b) (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. Yes The Company has a formal whistleblower policy which can be found in the Corporate Governance section of its website. There were no material breaches of that policy during the financial year. 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. Yes The Company has a formal anti-bribery and corruption policy which can be found in the Corporate Governance section of its website. There were no material breaches of that policy during the financial year. Principal 4: Safeguard the integrity of corporate reports 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. No Due to current size of the Board and the current operation of the Company, the Board assumes the role of the audit and risk committee. Majority of the Board is not independent. The Board has adopted an Audit and Risk Committee Charter. A copy of the Audit and Risk Committee Charter is available on the Company’s website. 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. Yes The Company obtains declarations from its CEO and CFO before its financial statements are approved substantially in the form referred to in Recommendation 4.2. Corporate Governance Statement – 30 June 2026 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. Yes The Board reviews all periodic reports and make any necessary queries (if any) to the CFO and Company Secretary prior to signing off in releasing the periodic report to the market that is not audited or reviewed by an external auditor. The Company’s Continuous Disclosure Policy which forms part of the Company’s Corporate Governance Plan outlines the processes in place to verify the integrity for unaudited periodic reports. Principal 5: Make timely and balanced disclosure 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. Yes The Company has adopted a Continuous Disclosure and a Communications Policy. The Company is a "disclosing entity" pursuant to section 111AR of the Corporations Act and, as such, is required to comply with the continuous disclosure requirements of section 674 of the Corporations Act and, following admission to ASX, Chapter 3 of the ASX Listing Rules. The Company is committed to observing its disclosure obligations under the Corporations Act and its obligations under the ASX Listing Rules. The Continuous Disclosure and Market Communications Policy is available on the Company's website. Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. Yes The Company Secretary notifies the Board by email including attaching the copy of all material market announcements after the announcements 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. Yes All presentations are lodged on the ASX Market Announcements Platform prior to the commencement of the presentation. The Presentation and other announcements provided to ASX are posted on the Company's website. Principle 6: Respect the rights of security holders Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. Yes Information about the Company, including its corporate governance and copies of its various corporate governance policies and charters, is available on the Company's website. Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. Yes The Company provided details through the website and ASX announcements to facilitate the effective exercise of Shareholders' rights by communicating effectively with Shareholders, Corporate Governance Statement – 30 June 2026 giving Shareholders ready access to Company information and making it easy for Shareholders to participate in general meetings of the Company. The Company communicates with Shareholders: • through releases to the market via the ASX; • through the Company's website; • social media platforms; • through information provided directly to Shareholders; and • at general meetings of the Company. Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. Yes The Company supports Shareholder participation in general meetings and seeks to assist such participation, by ensuring that meetings are held at convenient times and places. The Company will provide all of the information that is relevant to Shareholders in making decisions on matters to be voted on at the meeting. The Company will use general meetings as a tool to communicate with Shareholders and give Shareholders a reasonable opportunity to ask questions of the Board and to otherwise participate in the meeting. Means to encourage and facilitate Shareholder participation will be reviewed regularly to encourage Shareholder participation. 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. Yes All recent resolutions have been decided by a poll rather than by a show of hands. The Company will continue to ensure all substantive resolutions are decided by a poll. 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. Yes The Company considers that communicating with Shareholders by electronic means is an efficient way to distribute information in a timely and convenient manner. The Company provides new Shareholders with the option to receive communications from the Company electronically. Principle 7: Recognise and manage risk Recommendation 7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: No. Due to current size of the Board and the current operation of the Company, the Board assumes the role of the audit and risk committee. Corporate Governance Statement – 30 June 2026 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. Majority of the Board is not independent. The Board has adopted an Audit and Risk Committee Charter. A copy of the Audit and Risk Committee Charter is available on the Company’s website. 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. Yes The Board undertakes a review of the entity’s risk management on a regular basis and as to whether those risks are managed effectively. The Board intends to undertake a detailed review of its risk management framework once the size of the operations of the Company increases. 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 governance, risk management and internal control processes. No The Company does not currently have an internal audit function. This function is undertaken by relevant staff and or independent consultants under the direction of the full Board. The Company has adopted internal control procedures pursuant to its Risk Management Policy. The Board considers that an internal audit function is not currently necessary given the current small size and scope of the Company's operations. At a later date, the Board will consider adopting an internal audit function. 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. Yes The Company's primary activity is mineral exploration and development with a focus on gold, nickel and uranium to a lesser extent. The current activities do not expose the Company to any particular economic, environmental or social risks not faced by all other participants in mineral exploration in Tanzania and Australia. The Board has considered on an on-going basis Corporate Governance Statement – 30 June 2026 whether the Company has any particular exposure to material economic, environmental and social risks in Tanzania and Australia and, if identified, the Company will include details in its annual report for each financial year of such risks. Principal 8: Remunerate fairly and responsibly Recommendation 8.1 The board of a listed entity should: (a) have a remuneration 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 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. No Due to current size of the Board and the current operation of the Company, the Board assumes the role of the nomination and remuneration committee. Majority of the Board is not independent. A copy of the Nomination and Remuneration Committee Charter is available on the Company’s website. Recommendation 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. Yes The Company's policies and practises regarding the remuneration of Executive and Non- Executive Directors and other senior executives are set out in the remuneration report contained in the Company's annual report for each financial and in the Nomination and Remuneration Charter. Recommendation 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 Yes The Company’s Performance Rights Plan was adopted and approved by shareholders at the Company’s General Meeting. Eligible participants (directors, employees and contractors) are allowed to participate in the Performance Rights Plan once invited by the Board. A summary of the Performance Rights Plan is disclosed in the Notice of General Meeting when approval was sought. Principle 9: Additional recommendations that apply only in certain cases Recommendation 9.1 Not Corporate Governance Statement – 30 June 2026 A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. applicable Recommendation 9.2 A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. Not applicable Recommendation 9.3 A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. Not applicable Rules 4.7.3 and 4.10.3 ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity Adavale Resources Limited ABN/ARBN Financial year ended: 96 008 719 015 30 June 2026 Our corporate governance statement1 for the period above can be found at:2 ☐ These pages of our annual report: ☒ This URL on our website: www.adavaleresources.com/corporate-policies/ The Corporate Governance Statement is accurate and up to date as at 28 September 2026 and has been approved by the board. The annexure includes a key to where our corporate governance disclosures can be located.3 Date: 28 September 2026 Name of authorised officer authorising lodgement: Leonard Math 1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. 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. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3. Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3. The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately. 2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your cor