Corporate Governance Statement
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Corporate Governance Statement 1
Corporate Governance Statement
Horizon Gold Limited (Horizon Gold or the Company) is committed to high standards of corporate governance
whereby the Board of Directors (Board) are accountable to stakeholders. The Board is responsible for the overall
corporate governance of the Company, and it recognises the need for the highest standards of ethical behaviour
and accountability. The Board has developed policies to ensure that an appropriate level of corporate governance
is in place to promote integrity and responsible decision making. These policies are reviewed regularly by the Board
to ensure they are relevant and meet the needs of stakeholders.
This Corporate Governance Statement (Statement) has been prepared on the basis of disclosure under the
‘Corporate Governance Principles and Recommendations’ (Fourth Edition) (ASX Recommendations) published by
the ASX Corporate Governance Council. This Statement describes how Horizon Gold has addressed the eight
corporate governance principles of the ASX Recommendations. Where the Company’s corporate governance
practices depart from ASX Recommendations, the Company discloses the reason for adoption of its own practices
on an ‘if not, why not’ basis. Given the size and stage of development of the Company and the cost of strict
compliance with all ASX Recommendations, the Board has adopted a range of modified procedures and practices
where it considers appropriate to enable it to meet the principles of good corporate governance.
As at the date of this Statement, set out below, the Company is substantially compliant with the ASX
Recommendations.
The Company’s Vision and Values is disclosed on the Company’s website at
https://horizongold.com.au/company/vision-and-values/.
Further information on the Company’s corporate governance policies can be found on the Company’s website at
http://www.Horizongold.com.au/corporate-governance/ including:
This Corporate Governance Statement
Board Charter
Anti-corruption and Bribery Policy
Board and Executives Performance Evaluation Policy
Code of Conduct
Continuous Disclosure Policy
Diversity Policy
Environmental Policy
Modern Slavery Statement Policy
Occupational Health and Safety Policy
Privacy Policy
Related Parties Transactions and Conflicts of Interest Policy
Securities Trading Policy
Shareholder Communications Policy
Whistleblower Protection Policy
This Statement is current as at 22 September 2026 and has been approved by the Board.
Corporate Governance Statement 2
ASX Corporate Governance Principles and Recommendations
1. Principle 1: Lay a solid foundation for management and oversight – A listed entity should clearly
delineate the respective roles and responsibilities of its board and management and regularly review
their performance.
1.1 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.
The Company has adopted a Board Charter which discloses the respective roles and responsibilities of the
Board and senior management and identifies those matters expressly reserved to the Board and those
delegated to management.
Under the Board Charter, the Board is responsible for the overall operation and stewardship of the
Company and its subsidiaries and, in particular, is responsible for:
a) setting the strategic direction of the Company, establishing goals to ensure that these strategic
objectives are met and monitoring the performance of management against these goals and
objectives;
b) ensuring there are adequate resources available to meet the Company's objectives;
c) appointing the Managing Director, evaluating the performance and determining the
remuneration of senior executives, and ensuring that appropriate policies and procedures are in
place for recruitment, training, remuneration and succession planning;
d) evaluating the performance of the Board and its Directors on an annual basis;
e) determining remuneration levels of Directors;
f) approving and monitoring financial reporting and capital management;
g) approving and monitoring the progress of business objectives;
h) ensuring that any necessary statutory licences are held and compliance measures are
maintained to ensure compliance with the law and licence(s);
i) reviewing and ratifying systems of risk management and internal compliance, code of conduct
and legal compliance;
j) ensuring that the Company has appropriate corporate governance structures in place, including
standards of ethical behaviour and a culture of corporate and social responsibility;
k) ensuring that the Board is and remains appropriately skilled to meet the changing needs of the
Company;
l) ensuring that procedures are in place designed to verify the existence and effectiveness of
accounting and financial systems and other systems of internal control and business risk
management; and
Corporate Governance Statement 3
m) reviewing the procedures the Company has in place to ensure compliance with laws and
regulations, particularly those which may have a major impact on the Company in areas such as
mining and exploration, occupational health and safety and the environment.
The Board has delegated the responsibility for the day-to-day operations and administration of the
Company to the Managing Director and Management consisting of Company consultants in accordance
with the delegated authority of the Board. The delegated authority includes responsibility for:
a) developing business plans, budgets and strategies for the Company for consideration by the
Board and, to the extent approved by the Board, implementing these plans, budgets and
strategies;
b) operating the Company's business within the parameters set by the Board from time to time and
keeping the Board informed of material developments in the Company's business;
c) proposed transactions, commitments or arrangements that exceed the parameters set by the
Board, referring the matter to the Board for its consideration and approval;
d) identifying and managing operational and other risks and where those risks could have a
material impact on the Company's businesses, formulating strategies for managing these risks
for consideration by the Board;
e) implementing the policies, processes and codes of conduct approved by the Board; and
f) managing the Company's current financial and other reporting mechanisms and control and
monitoring systems to ensure that these mechanisms and systems capture all relevant material
information on a timely basis and are functioning effectively.
A copy of the Board Charter is available at http://www.Horizongold.com.au/corporate-governance/.
1.2 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.
Appropriate background checks are carried out prior to the election of all directors and all material
information relevant to Directors standing for election, are contained in the Notices of Meeting.
As a matter of practice, the Company includes in its notices of meeting a brief biography of each Director
who stands for election or re-election. The biography sets out the relevant qualifications and professional
experience of the nominated Director for consideration by shareholders.
Corporate Governance Statement 4
1.3 Recommendation 1.3
A listed entity should have a written agreement with each director and senior executive setting out
the terms of their appointment.
On appointment to the Board, all Directors and senior executives enter into written service agreement with
the Company either in the form of a letter of appointment or a written employment agreement. The
agreements require compliance with Company policies and terms of appointment, including compensation
relevant to the office of Director or senior executive appointment.
Key terms of agreements are summarised in the Company’s Remuneration Report within the Annual Report.
1.4 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.
The Company Secretary (and his alternate, if applicable) reports directly, and is accountable, to the Board
through the Chairman in relation to all matters to do with the proper functioning of the Board. All Directors
have unfettered access to the Company Secretary.
The Company Secretary advises and supports the Board members on general governance matters and
implements adopted governance procedures, coordinates the timely completion and despatch of board
papers, ensures that the business at Board meetings is accurately captured in the minutes and helps to
organise and facilitate the induction and professional development of directors.
The decision to appoint or remove the Company Secretary is made and approved by the Board.
Corporate Governance Statement 5
1.5 Recommendation 1.5
A listed entity should:
a) have and disclose a diversity policy;
b) through its board or 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 Indicators”, as defined in and published
under that Act.
The Company has in place a Diversity Policy which provides the written framework and objectives for
achieving a work environment that values and utilises the contributions of employees with diverse
backgrounds, experiences, and perspectives, irrespective of gender, age, ethnicity and cultural background.
The Board is responsible for developing, where possible, measurable objectives and strategies to support
the framework and objectives of the Diversity Policy.
Given the size of the Company, the Board has not determined measurable objectives on gender diversity
across the workplace and at the Board level.
Pursuant to Recommendation 1.5 of the Recommendations, the Company discloses the following
information as at the date of this Statement:
• Percentage of women and men employed within the Group - women: nil; men: 100%;
• Percentage of women and men in a senior management position - women: nil; men: 100%; and
• Percentage of women and men employed at the Board level - women: nil; men: 100%.
Corporate Governance Statement 6
The Company has defined an employee who is in a senior management position as a person who is a
“senior manager” as defined in Section 9 (Definitions) of the Corporations Act 2001, namely a person who is
at the highest management level of the Company who “makes, or participates in making decisions that
affect the whole, or a substantial part, of the business of the corporation; or has the capacity to affect
significantly the corporation’s financial standing”.
The Company’s Diversity Policy can be viewed on the Company’s website
http://www.Horizongold.com.au/corporate-governance/.
1.6 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.
The Company’s policy is to ensure individual directors and the Board as a whole work efficiently and
effectively in achieving their functions.
Each year the Board will undertake the following activities:
a) the Chairperson will meet with each non-executive director separately to discuss individual
performance and ideas for improvement; and
b) the Board as a whole will discuss and analyse its own performance during the year including
suggestions for change or improvement.
During the reporting period the directors completed questionnaires relating to the role, composition,
procedures, practices and behaviour of the Board and its members. Responses to the questionnaires are
confidential and provided directly to the Chairman. The Board then held a facilitated discussion during
which each Board member had the opportunity to raise any matter, suggestion for improvement or
criticism with the Board. In addition, Directors are also encouraged to regularly provide informal feedback
to one another regarding individual performance.
Currently the Company does not have any committees.
The Company’s Board and Executives Performance Evaluation Policy can be viewed on the Company’s
website http://www.Horizongold.com.au/corporate-governance/
Corporate Governance Statement 7
1.7 Recommendation 1.7
A listed entity should:
a) have and disclose a process for evaluating the performance of its senior executives at least
once every reporting period; 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.
The Company’s policy is to ensure the Managing Director and key executives execute the Company’s
strategy through the efficient and effective implementation of the business objectives. In order to
accomplish this:
a) each year the Board reviews the Company’s strategy;
b) following such a review the Board sets the organisation performance objectives based on
qualitative and quantitative measures;
c) these objectives are reviewed periodically to ensure they remain consistent with the Company’s
priorities and the changing nature of the Company’s business;
d) these objectives form part of the performance targets for the Managing Director and key
executives; and
e) performance against these objectives is reviewed annually by the Board and is reflected in the
Managing Director’s and key executives remuneration reviews.
As the Company’s new Managing Director only commenced on 2 February 2026 and had not completed a
full year of service, no formal performance review was undertaken but will be conducted once the
Managing Director has completed in future years. A performance review of the Company’s General
Manager – Exploration was carried out during the year.
The Company’s Board and Executives Performance Evaluation Policy can be viewed on the Company’s
website http://www.Horizongold.com.au/corporate-governance/
Corporate Governance Statement 8
2. Principle 2: Structure the Board to be effective and add value – The Board of a listed entity should
be of an appropriate size and collectively have the skills, commitment and knowledge of the entity
and industry in which it operates, to enable it to discharge its duties effectively and to add value.
2.1 Recommendation 2.1
The board of a listed entity should:
a) have a nomination committee which:
(i) has at least three members, a majority of whom are independent directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) 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 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 duties and
responsibilities effectively.
Due to the size of the Board, the Board has determined there are no efficiencies, at this time, of establishing
a separate nomination committee. The functions of the nomination committee are performed by the Board
as a whole, when required, using the principles for setting the composition of the Board as set-out in the
Charter.
The roles and responsibilities conducted by the Board to address board succession issues and to ensure
that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to
enable to discharge its duties and responsibilities include considering the size and composition of the
Board, assessing and determining the independent status of each director, regularly determining whether
each has enough time to commit to carry out his or duties responsibilities and implementing a plan for
identifying, assessing and enhancing director competencies.
Corporate Governance Statement 9
2.2 Recommendation 2.2
A listed entity should have and disclose a board skills matrix setting out the mix of skills that the
board currently has or is looking to achieve in its membership.
The Company does not currently have a skills or diversity matrix in relation to the Board members and is
therefore not in compliance is ASX Recommendation 2.2. Given the size and scope of the Company's
operations, the Board considers that its members have the appropriate and relevant mix of geological,
legal, Government relations, equity market, financial and operational experience in the exploration and
mining industry and is appropriately structured to discharge its duties in a manner that is in the best
interests of the Company and its shareholders from both a long-term strategic and operational perspective.
The Board may adopt such a matrix at a later time as the Company’s operations grow and evolve.
Corporate Governance Statement 10
2.3 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, association 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.
The name, position, independence classification, qualification, skills and length of service of each director of
the Company during the financial year and up to the date of the Statement is:
Name Position
Independence
Classification Qualification/Skills
Service
(yrs)
Current Directors:
Peter Sullivan
Non-executive
Chairman Non Independent Engineer 6.25
Scott Williamson
Managing
Director Non Independent Mining Engineer 0.5
Jamie Sullivan
Non-Executive
Director Non Independent
Corporate Mgt and
Admin. of Resources
Companies 6.50
Peter Venn
Non-Executive
Director Independent
Geologist and general
mining 10
Director who
resigned on
2 February 2026:
Leigh Ryan
Managing
Director Non Independent
Geologist, Mineral
Exploration, Mineral
Economics 5.25
For the reasons stated below certain directors are assessed as not being independent under the
independence criteria detailed in Recommendation 2.3 of the Recommendations:
1) Peter Sullivan is a former director of Zeta Resources Limited, a controlling shareholder of the Company
and during part of the year, acted as Executive Chairman for Horizon.
2) Scott Williamson is currently employed as an executive director;
3) Jamie Sullivan is the brother of Peter Sullivan who is a former director of Zeta Resources Limited, a
controlling shareholder of the Company; and
4) Leigh Ryan was employed as an executive director, now as General Manager - Exploration.
Corporate Governance Statement 11
2.4 Recommendation 2.4
A majority of the board of a listed entity should be independent directors.
During the entire period 1 July 2025 to 30 June 2026 the Board did not comprise a majority of
“independent directors” as only 1 director is considered independent out of a total of 4 directors for the
period 1 July 2025 – 30 June 2026.
The Board is of the view that given the size and stage of development of the Company’s operations, the
director numbers are appropriate and the appointment of executive director(s) are appropriate. In addition,
appropriate mechanisms are in place to avoid perceived or actual conflicts of interests.
2.5 Recommendation 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.
The Chair of the Board was fulfilled during the period by Peter Sullivan who is assessed as not being
independent under the Independence criteria detailed in Recommendation 2.3.
The CEO position of the Company was fulfilled during the period by Leigh Ryan.
Despite the Chair not being considered independent the Board believes that Peter Sullivan was the most
appropriate person to be Chair because of his industry experience and/or knowledge of the Gum Creek
Gold Project. The Board believes that Peter Sullivan makes decisions that are in the best interests of the
Company and will not be present in Board meeting discussion for any matters where a conflict of interest
arises, unless agreed by the independent directors, or he is eligible to vote on the particular matter.
Corporate Governance Statement 12
2.6 Recommendation 2.6
A listed entity should have a program for inducting new directors and 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.
The Company does provide new Directors with all information and access needed to undertake the role and
organises site visits for new Directors.
All Directors are experienced in exploration and mining company operations, albeit in different aspects (e.g.
technical, operations, finance, legal and corporate governance etc), and have extensive listed company
experience. All of the current Directors are also involved, or been involved, in other listed companies. The
Board seeks to ensure that all of its members understand the Company’s operations, including where
practical site visits. Directors also attend, on behalf of the Company and otherwise, technical and
commercial seminars and industry conferences which enable them to maintain their understanding of
industry matters and technical advancements.
Corporate Governance Statement 13
3. Principle 3: Instil a culture of acting lawfully, ethically and responsibly – A listed entity should instil
and continually reinforce a culture across the organisation of acting lawfully, ethically and
responsibly.
3.1 Recommendation 3.1
A listed entity should articulate and disclose its values
The Company’s vision is to responsibly explore and develop a high value sustainable gold business.
The Company has adopted the following the values:
• Wellbeing – The health and safety of our staff, contractors, community, and stakeholders is our
No.1 priority and critical to our success.
• Teamwork – The people in our organisation are key to our success- we do what we say and deliver
on our promises.
• Accountability – We are accountable to our staff, contractors, community, and stakeholders and will
always act with the highest level of integrity and respect to sustainably grow our organisation.
• Passion – Be bold and pursue our vision with enthusiasm and conviction.
• Agility – Be smart, act fast and take advantage of new and progressive methods, systems, and
technology to improve and achieve.
• Excellence - We take pride in our work and aim for the highest standards of performance,
behaviour, and conduct.
The Company’s Vision and Values is disclosed on the Company’s website at
https://horizongold.com.au/company/vision-and-values/.
Corporate Governance Statement 14
3.2 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 committee of the board is informed of any material breaches of
the code.
The Company has established a written Code of Conduct Policy which outlines the culture, practices,
expected conduct, values and behaviour to be displayed by all employees in upholding the integrity,
reputation and accountability of the Company and its controlled entities in the work environment and in
the interactions with the Company’s various stakeholders. Certain practices are necessary to comply with
Federal and Western Australian State industrial legislation and the Corporations Law. The Code of Conduct
has a clear responsibility and accountability of employees for reporting and investigating reports of
unethical practices by reference to specific rules and policies such as the rules for trading in the Company
securities, and on discrimination, harassment and bullying.
The Code of Conduct Policy also outlines the procedure for reporting any breaches of the Code of Conduct
Policy.
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.
In fulfilling their duties, each Director dealing with corporate governance matters may obtain independent
professional advice at the Company’s expense, subject to prior approval of the Chairman, whose approval
will not be unreasonably withheld.
A copy of the Code of Conduct Policy is available at the Company’s website
http://www.Horizongold.com.au/corporate-governance/.
Corporate Governance Statement 15
3.3 Recommendation 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 the policy.
In line with the Code of Conduct Policy, the Company has a Whistleblower Policy which aims to further the
Company’s commitment to maintaining high ethical standards of conduct and to encourage the reporting
of any instance of suspected unethical, illegal, fraudulent or undesirable conduct which contravenes the
Code of Conduct. The Whistleblower Policy also ensures that persons who make a report in good faith can
do so without fear of intimidation, disadvantage or reprisal. All material breaches of the Whistleblower
Policy are reported to the Board.
A copy of the Company’s Whistleblower Policy is available at the Company’s website
http://www.Horizongold.com.au/corporate-governance/.
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.
The Company’s Anti-Bribery and Corruption Policy provides guidance and sets out the Company’s
commitment to conducting its business ethically and with honesty and integrity, with a “zero-tolerance”
approach to bribery and corruption. All material breaches of the Anti-Bribery and Corruption Policy are
reported to the Board.
A copy of the Company’s Anti-Bribery and Corruption Policy is available at the Company’s website
http://www.Horizongold.com.au/corporate-governance/.
Corporate Governance Statement 16
4. Principle 4: Safeguard the integrity of corporate reports – A listed entity should have appropriate
processes to verify the integrity of its corporate reports.
4.1 Recommendation 4.1
The board of a listed entity should:
a) have an audit committee which:
(i) has at least three members, all of whom are non-executive directors and a majority
of whom are independent directors; and
(ii) is chaired by an independent director, who is not the chair of the board,
and disclose:
(iii) the charter of the committee;
(iv) the relevant qualifications and experience of the members of the committee; and
(v) 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.
The Company does not have an audit committee. The Board considers that, given the current size and
scope of the Company’s operations, efficiencies or other benefits would not be gained by establishing a
separate audit committee at present, however this is likely to be reviewed in the next 12 months.
The role of the audit committee is undertaken by the full Board.
The Board has charged the Company Secretary and Managing Director with preparing the annual and half
yearly reports. These reports are subsequently audited by the Company’s auditors, HLB Mann Judd.
All Company reports are reviewed by the Board before they are finalised and the Directors are given the
opportunity to question and consider the veracity of the information in the reports. The Board is given the
opportunity to meet with the Company auditor separately and prior to the final sign‐off of the half yearly
and final annual accounts.
As the Company’s operations grow and evolve, the Board will reconsider the appropriateness of forming a
separate audit committee.
External auditor
The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence.
The Company’s current auditors HLB Mann Judd’s policy is to rotate engagement partners on listed
companies at least every five years.
Corporate Governance Statement 17
4.2 Recommendation 4.2
The board of a
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