Announcement PDF TUSKER MINERALS LTD CORPORATE GOVERNANCE STATEMENT 2026 The Board of Tusker Minerals Ltd (formerly DY6 Metals Ltd) (ASX: TSK) (“Tusker” or the “Company”) is responsible for the corporate governance of the Company and its subsidiaries and has implemented policies, procedures and systems of control to provide a strong framework for ensuring good governance outcomes which meet with the expectations of all stakeholders. The Company’s Board is committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations. This Corporate Governance Statement discloses the extent to which the Company has followed the recommendations set out by the ASX Corporate Governance Council (“Recommendations”) in its publication Corporate Governance Principles and Recommendations 4th Edition and best practice. The Recommendations are not mandatory, however where the Company has departed from the Recommendations the Board has provided relevant disclosure and explanations for adoption of its own practice. Please find attached an Appendix 4G ‘Key to Disclosures Corporate Governance Council Principles and Recommendations’ and the Corporate Governance Statement. The Board approved this Company’s Governance Statement on 30 September 2026. PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Recommendations Comply Explanation 1.1 A listed entity should disclose: (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 Information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management) is found under the Board Charter in the Corporate Governance Plan. 1.2 A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate 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 function of the Nomination Committee is carried out by the Board to identify and recommend candidates to fill vacancies and to determine the appropriateness of director nominees for election to the Board. The Board recognises the benefits arising from diversity and aims to promote an environment conducive to the appointment of well qualified Board candidates so that there is appropriate diversity to maximise the achievement of corporate goals. As required under the ASX Listing rules and the Corporations Act, election or re-election of directors is a resolution put to members at each Annual General meeting. The notice of meeting contains all material information relevant to a decision on whether or not to elect or re-elect a director. 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. YES The Company has written agreements with each of its Directors and senior executives. The key terms of the agreements are set out in the remuneration report of the Company’s Annual Report. Recommendations Comply Explanation 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 Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. 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: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) 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. 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. PARTIALLY (a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect of gender diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate, and to assess annually both the objectives if any have been set and the Company’s progress in achieving them. (b) The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website. (c) The Board did not set measurable gender diversity objectives for the past financial year because the Board considered the application of ameasurable gender diversity objective requiring a specified proportion of women on the Board and in senior executive roles would, given the small size of the Company and the Board, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing based on skills and merit. For these purposes, the Company defines “senior executive” as its Chief Executive Officer. The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation for the past financial year are disclosed below – Female Male Board 25% 75% Senior Executive 0% 100% Whole organisation 15% 85% 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, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process during or in respect of that period. YES Process for Evaluating Board Performance is detailed in the Board Charter of the Corporate Governance Plan. The Board aims to review its performance and that of its committees and individual directors on an annual basis. Performance is reviewed against the Board Charter and any other Board responsibilities. Evaluation will have regard to, amongst other things, ensuring proper and effective management and performance of financial, operational and compliance indicators. A performance evaluation took place during the reporting period. Recommendations Comply Explanation 1.7 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process during or in respect of that period. YES It is the Company’s policy that performance evaluations of senior executives are undertaken on an annual basis and will form part of the remuneration assessment. A performance evaluation took place during the reporting period. PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE Recommendations Comply Explanation 2.1 The Board of a listed entity should: (a) have a nomination 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 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. PARTIALLY The Company’s Corporate Governance Plan includes a Nomination Committee Charter. The Corporate Governance Plan is available on the Company’s website. The primary purpose of the Nomination Committee is to support and advise the Board in maintaining a Board with an appropriate mix of skills and experience and ensuring the Board is comprised of Directors who contribute to the successful management of the Company and discharge their duties having regard to the law and the highest standards of corporate governance. Given the size of the Company, the operation of the Nomination Committee is currently conducted by the full Board. When appropriate, external consultants are engaged to assist in the nomination process and to ensure a balance of skills, knowledge, experience, independence and diversity is achieved. Recommendations Comply Explanation 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. YES The Board has identified an appropriate mix of skills and diversity required of its members on the Board to operate effectively and efficiently. The Board seeks to ensure that it has an extensive, diverse and relevant skill set. Each Director was asked to grade their experience, capability and knowledge in respect of each identified skill using an assessment scale of 0 to 5, with 0 being no competency and 5 being a recognised industry expert competency. A level of 3 or above indicates a ‘well developed competency’ to participate in Board level decision making. The following table sets out the identified skills/experience, capability and knowledge requirements that comprise the Company’s Board Skills Matrix and the number of Directors that have been assessed in each category to a minimum level of 3. At the end of the Reporting Period there were four directors in total. Category Number of directors with competency in the category Operational management 3 Governance and Compliance 3 Risk management 3 Corporate transactions 4 Accounting & finance 3 Exploration & geology 4 Equity capital markets 4 Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s 2026 Annual Report. 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, association 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 The Company considers that two out of four directors, being Mr Myles Campion and Dr Nannan He, are independent directors. The length of service of each director is set out below: - Myles Campion: 3 years, 3 months. - Nannan He: 3 years, 3 months. - Daniel Smith: 3 years, 3 months. - John Kay: 3 years, 3 months. Recommendations Comply Explanation 2.4 A majority of the Board of a listed entity should be independent directors. NO The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. Two of the Company’s four directors are considered independent directors. Notwithstanding this, the Board considers that the current composition of the Board is adequate for the Company’s current size and level of operations, and has the appropriate mix of skills and expertise relative to the Company’s business. 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. NO The chair of the Board, Daniel Smith, is not an independent director as he is an executive director and substantial shareholder of the Company. The Board believes that Mr Smith is the most appropriate person to fulfil the role as chairman, due to his seniority and industry experience. The roles of Chair and Chief Executive Officer are not held by the same person. Mr Smith is the Executive Chairman, and Mr Cliff Fitzhenry has been the Company’s Chief Executive Officer since 14 July 2025. The Company does not have a Managing Director. 2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. YES The Company's Board Charter sets out the process for the approval and review of induction and continuingprofessional development programs for Directors toensure that they can effectively discharge their responsibilities. The Company's Board Charter also sets out the induction process for any new Directors. PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY Recommendations Comply Explanation 3.1 A listed entity should articulate and disclose its values. YES The Board has adopted a set of values which are the foundation for how the Company achieves its business objectives. Our values are supported by the Code of Conduct and other key governance principles and policies which are approved by the Board. The Company has disclosed its values in its Corporate Governance Plan which can be found on the Company’s website. 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 by a director or senior executive; and (c) any other material breaches of that code that call into question the culture of the organisation. YES The Company has a Code of Conduct in its Corporate Governance Plan. The Code of Conduct sets out the principles and standards which the Board, management and employees of the Company are encouraged to strive to abide by when dealing with each other, shareholders and the broad community. Any material breaches of the Code of Conduct are required to be reported to the Board by the Company Secretary. 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. YES The Company has a Whistleblower Policy contained within its Corporate Governance Plan. The Whistleblower Policy sets out the reporting process to be followed. 3.4 A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy. YES The Company has an Anti-bribery and Corruption Policy contained within its Corporate Governance Plan. The Anti-bribery and Corruption Policy sets out the reporting process to be followed. PRINCIPLE 4 – SAFEGUARD INTEGRITY OF CORPORATE REPORTS Recommendations Comply Explanation 4.1 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. PARTIALLY (a) The Company does not have an Audit Committee. The full Board acts as the Audit Committee as, given the relatively small number of Directors, it is not practical to have a separate Committee. Whilst the Company does not have an Audit Committee, the Company’s Corporate Governance Plan contains an Audit Committee Charter which is available on the Company’s website. As noted above, the Company does not have a separate Audit Committee as the Board did not consider the Company would benefit from its establishment. The Company’s auditors present their closing report to the Board prior to approval of both the Interim and Full Year Financial Statements Additionally: a. the Board devotes time at Board meetings to fulfil the roles and responsibilities associated with maintaining the Company's arrangements with external auditors; and b. all members of the Board are involved in the Company's audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting. 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’s Audit and Risk Committee Charter requires the Chief Executive Officer and Chief Financial Officer (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Board ensures that, before it approves the entity’s financial statements for a financial period, it receives declarations that 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. 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 Company’s Corporate Governance Plan provides that the Company must have policies and comprehensive practices in place to verify the integrity of the Company’s periodic reports which are not audited or reviewed by an external auditor, to satisfy the Board that each periodic report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions. Where a periodic corporate report, such as the Company’s quarterly reports, are not required to be audited or reviewed by an external auditor, the Company conducts an internal verification process to confirm the integrity of the report, to ensure that the content of the report is materially accurate, and to provide investors with appropriate information to make informed investment decisions. Appropriate supporting information for such corporate reports are sought and retained on preparation of the report and the full Board reviews and approves the release of such reports. Copies of all market announcements are also required to be circulated to the Board promptly, to ensure the Board has timely oversight of the nature and quality of information being disclosed to the market. PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE Recommendations Comply Explanation 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’s Corporate Governance Plan includes a continuous disclosure program. The Corporate Governance Plan is available on the Company’s website. 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. YES Contained within the Company’s Continuous Disclosure Policy. Copies of all market announcements are circulated by the Company Secretary promptly to the Board, to ensure the Board has timely oversight of the nature and quality of information being disclosed to the market. 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 Contained within the Company’s Continuous Disclosure Policy, which forms part of the Company’s Corporate Governance Plan. The policy provides that any new and substantive investor or analyst presentations will be released on the ASX Market Announcements Platform ahead of the presentation. The Company Secretary ensures that any new and substantive investor or analyst presentations are released to ASX ahead of the presentation. PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS Recommendations Comply Explanation 6.1 A listed entity should provide information about itself and its governance to investors via its website. YES The Company’s website provides information on the Company includingits background, objectives, projects and contact details. The Corporate Governance page provides access to key policies, procedures and charters of the Company, such as the Board and Committee charters, securities trading policy, diversity policy and the latest Corporate Governance Statement. ASX announcements, Company reports and presentations are uploaded to the website following release to the ASX and editorial content is updated on a regular basis. 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. YES The Company’s Corporate Governance Plan states that the Board is committed to open and accessible communication with holders of the Company’s securities. Disclosure of information and other communication is made as appropriate by mail or email. Security holders are given the option to receive communication from, and send communications to, the Board and its security registry electronically. The Company’s security holder communications strategy aims to promote and facilitate effective two-way communication withinvestors. The Corporate Governance Plan outlines arange of ways in which information is communicated to shareholders and is available on the Company’s website. 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. YES The Company encourages shareholders to attend all general meetings of the Company and sets the time and place of each meeting to promote maximum attendance by Shareholders. The Company encourages Shareholders to submit questions in advance of a general meeting, and for the responses to these questions to be addressed through disclosure relating to that meeting. The Company’s Shareholder Communication Policy is disclosed on the Company’s website. 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 The Company conducts a Poll for all resolutions at its shareholder meetings. 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 Contained within the Company’s Shareholder Communication Strategy. The Shareholder Communication Strategy provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report and half yearly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted. Shareholders queries are referred to the Company Secretary in the first instance. Shareholders can opt to receive communication electronically from the Company’s registry, Computershare. PRINCIPLE 7 – RECOGNISE AND MANAGE RISK Recommendations Comply Explanation 7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of 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 risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. PARTIALLY (a) The Company does not currently have a risk committee. The Company has an Audit and Risk Committee Charter that provides for the establishment of an Audit and Risk Committee with at least three members, all of whom must be non- executive Directors, and majority of the Committee must be independent Directors. The Committee must be chaired by an independent Director who is not the Chair. A copy of the Audit and Risk Committee Charter is available on the Company's website. (b) The Company does not have an Audit and Risk Committee as due to the small size of the Board, the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board undertakes the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to oversee the entity’s risk management framework. The Board will regularly devote time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures. 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 Risk management is specifically discussed at the Company’s board meetings. The Company aims to review its risk management framework quarterly and otherwise as required. This Company’s assessment of key risk management items are disclosed in the annual report. Numerous informal reviews were undertaken during the year. Recommendations Comply Explanation 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 risk management and internal control processes. PARTIALLY (a) The Board believes it is not of a size to justify having an internal audit function for efficiency purposes but will monitor the need for an internal audit function as the size of the Company and its operations grow having regard to the size, location and complexity of the Company’s operations. (b) The Company did not have an internal audit function for the past financial year. The Board as a whole is ultimately responsible for establishing and reviewing the Company’s policies on risk profile, oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control. In addition, the Board or the Company’s Audit and Risk Management Committee, if established, reviews the Company’s risk management framework including in relation to internal controls, economic, environmental and social sustainability risk at least annually and monitors the quality of the accounting function. 7.4 A listed entity should disclose whether it has any material exposure to environmental and social risks and, if it does, how it manages or intends to manage those risks. YES The Company is not a producer and has no material operating-site environmental liability. As an explorer it is exposed to environmental and social risks attached to land access, field activity, community relations and host-country regulation. Those risks are managed through required program approvals, community engagement on active ground, the Code of Conduct and Anti-bribery and Corruption Policy, incident reporting to the Board, and the Board’s periodic review of the risk-management framework. Further context is in the operations review in the 2026 Annual Report. PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY Recommendations Comply Explanation 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