Announcement PDF 2026 ANNUAL CORPORATE GOVERNANCE STATEMENT Introduction The Board of Andromeda Metals Limited (“Andromeda” or “Company”) is committed to responsible financial and business practices and the highest standards of corporate governance to protect and advance shareholders’ interests. This Corporate Governance Statement provides information about the Company's corporate governance practices in compliance with ASX Listing Rule 4.10.3 and the ASX Corporate Governance Principles and Recommendations (Fourth Edition) (Recommendations) (Recommendations). The Company has adopted and significantly complies, to the extent appropriate to the size and nature of the Company's operations, with the Recommendations except where specifically stated. The information in this Corporate Governance Statement is current as at 29 September 2026 and has been approved by the Board of the Company on 28 September 2026. The governance documents referred to in this Corporate Governance Statement are available on the Company's website at www.andromet.com.au. ASX Corporate Governance Principles and Recommendations Principle 1: Lay solid foundations for management and oversight The Board The Board has responsibility for the overall corporate governance of the Company including demonstrating leadership, setting and overseeing strategic direction, establishment of goals for management, and monitoring the achievement of those goals. Board Charter The Board Charter establishes and defines the roles and responsibilities of the Board and the authority delegated by the Board to the Managing Director/Chief Executive Officer (CEO). A copy of the Board Charter can be accessed from the Company's website at https://andromet.com.au/corporate- governance. 2 Responsibilities The Board retains full responsibility for overseeing and appraising the Company's strategies, policies and performance. To assist with discharging its responsibilities it has established the following Board committees: 1. Audit and Risk Committee; and 2. Remuneration and Nomination Committee. The Board's key functions include: Leadership representing and serving the collective interests of security holders and other stakeholders Strategy the adoption, alteration and monitoring of a strategic plan and objectives for the Company Culture approving the entity’s values and code of conduct to underpin the desired culture within the entity Company performance taking steps to maximise performance of the Company to sustain the growth and success of the Company Risk management overseeing the prudent management of the Company's risks and its capital and ensuring the Company has adequate internal controls Financial oversight approving operating budgets and major capital expenditure and public financial reports Governance overseeing integrity of the Company, encouraging ethical behaviour, including instilling the Company’s values, compliance with the Company’s Code of Conduct and all policies which underpin the desired culture Board and management composition ensuring that the directors and senior management collectively have the full range of skills needed for the effective and prudent operation of the Company Board and management Performance the evaluation of the effectiveness of the performance of the Board, Committees, directors and senior executives. Appointment of Directors and Senior Executives The Board identifies suitable candidates with appropriate skills, experience, expertise and diversity to complement the existing Board and Executive Team, in order for the Company to discharge its duties and pursue its business objectives effectively. The Company undertakes appropriate checks (including checks as to the person’s character, experience, qualifications, including criminal and bankruptcy checks) on any candidate for a board or senior executive role and seek confirmation to ensure that the board candidate has sufficient time to fulfil their responsibilities as a director. The Board provides relevant material information to security holders for board members seeking re- election to enable security holders to make informed decisions on whether or not to re-elect a director. Upon the appointment of a director or senior executive the Company arranges a written agreement, 3 setting out the terms of appointment, expectations and responsibilities of the role, remuneration, director independence requirements (if applicable), access to corporate resources and confidentiality requirements. The directors and executives are also provided a Deed of Indemnity, Access and Insurance which indemnifies the director in respect of certain liabilities and legal expenses incurred by them whilst acting as a director or officer and insures them against certain risks they are exposed to as a director or officer of the Company. Evaluation of the Board In accordance with the Board Charter, the performance of the Board, Committees and individual directors are the responsibility of the Board. The Board provides evaluation and feedback during the year on the performance of directors. The Board carried out an internally facilitated performance evaluation during 2026. The evaluation considered the balance of skills, experience and diversity of perspectives on the Board and how well the Board works together as a group. Other matters considered were: • quality of meeting agendas and whether the Board uses its time effectively with focus on the right issues; • effectiveness of the engagement between Board and management; and • effectiveness of the Board process and quality of company secretariat support. Evaluation of senior executive performance The Board reviews the performance of senior executives annually. A review of the senior executives was completed for the 2026 financial year. Company Secretary Ms Sarah Clarke has been the Company Secretary of the Company since 16 January 2023. In accordance with the Board Charter, the Company Secretary is accountable to the Board, through the Chair, on all matters relating to the proper functioning of the Board and its Committees and is responsible for the implementation of the Company’s corporate governance policies and practices. Further details of our Company Secretary’s experience and qualifications are in our Annual Report. Diversity The Company is committed to being an inclusive workplace that values and promotes diversity in the workplace. The Company provides a working environment which is free from unlawful discrimination, harassment, bullying and victimisation. The Company recognises that a diverse range of perspectives within the workforce facilitates good decisions, business practices and ethical behaviours. The Company has a Diversity & Inclusion Policy available on the Company’s website at https://andromet.com.au/corporate-governance. Throughout FY2026, the Board had set measurable gender targets of 33% female representation across the Board, and senior executive, and across the Company as a whole. The Remuneration and Nomination Committee is responsible for the implementation, regular review and monitoring of the Diversity & Inclusion Policy. 4 The following table highlights the measurable objectives for female representation and achievement status for FY26. Category FY26 Objective FY26 Actual Performance Board* At least 33% female members 25% Senior Executive Positions** At least 33% female employees in senior executive roles 33% All other employees At least 33% female employees 12.5% Across the Company*** At least 33% employees female across entire workforce 25% *Includes the Executive Chair **Senior Executives includes Acting CEO/General Counsel, COO and CFO. Excludes the Executive Chair ***Includes Executive Chair and Senior Executive Positions For FY27, the Board has set measurable gender targets of 33% female representation across the Board, senior executive, and across the Company as a whole. Principle 2: Structure the Board to be effective and add value Board composition and non-executive director tenure The Board comprises 4 directors: one Executive Chair and 3 Non-executive Directors (of whom 1 is independent). Executive Director Sue-Ann Higgins Executive Chair Appointed as director 20 February 2024 Appointed Executive Chair 11 September 2024 Non-Executive Directors Michael Wilkes Independent Non-Executive Director Appointed 6 April 2022 Chair of Audit & Risk Committee Chair of Remuneration & Nomination Committee Jean-Dominique Sorel Non-Executive Director Appointed 23 December 2024 Miguel Galindo Non-Executive Director Appointed 16 January 2025 5 Remuneration and Nomination Committee The Board has appointed the Remuneration and Nomination Committee to assist with managing and reviewing the structure, performance and effectiveness of the Board. This committee assists with board composition, succession planning, director induction and continued professional development and evaluation of the board, its committees and individual directors. Charter The Charter of the Remuneration and Nomination Committee is available on the Company's website at https://andromet.com.au/corporate-governance. Composition and Membership The members of the Remuneration and Nomination Committee are Mr Mick Wilkes, Mr Jean-Dominique Sorel and Mr Miguel Galindo. Mr Wilkes is an independent director. Mr Jean-Dominique Sorel, is not considered independent due to his previous employment and Directorship within the Traxys group, with Traxys Europe S.A. being a major offtake partner of the Company. Mr Miguel Galindo is not considered independent due to the consultancy agreement the Company has with Galesk Consultancy S.L.U (Galesk) (Mr Galindo being the founder and CEO of Galesk). The committee is chaired by independent director, Mr Mick Wilkes. The committee met twice during the 2026 financial year. Board composition, skills and diversity As at the date of this report, the Board comprises three Non-Executive Directors, one of whom is considered independent, and one Executive Director (being the Executive Chair). The individual qualifications and experience of each of the directors are set out in the Director's Report within the 2026 Annual Report, which is available on the Company's website at www.andromet.com.au. The Board aims to have Directors with the appropriate mix of skills, experience and diversity that are relevant to the Company’s business, strategy and the Board’s responsibility. The Board considers that the following skills and experience as shown in the skills and experience matrix are appropriately represented among its membership. 6 Board Skills Matrix Highly Skilled and Skilled Knowledgeable Director Independence The ability of directors to exercise independent judgement is a crucial feature of good corporate governance. Independent, non-executive directors are unfettered by management and free from any business or other relationship that could materially interfere with the independent exercise of their judgement. The Board has determined Mr Mick Wilkes is an independent director on the basis that he is free of any interest, position, or relationship that might influence or reasonably be perceived to influence, in a material respect, his capacity to exercise independent judgement. The length of the service of all the directors is subject to the Company's Constitution, the ASX Listing Rules and the seeking of re-election every 3 years which is to be approved by shareholders. Directors Skills and Experience Leadership Corporate Governance Strategy Mining and Resources – General Mining and Processing Mining Project Studies and Project Development Capital Projects Risk Finance and Audit Capital Market, Mergers and Acquisitions Legal/Regulatory Sales and Marketing Sustainability Stakeholder relations Health and Safety People and Culture 7 Director Induction All new directors participate in an induction program which involves senior management. The induction program includes briefings on the Company's strategy, organisation structure, corporate governance practices, risk management framework, culture, charters and policies regarding the required ethical conduct of directors and employees and all new directors are provided a comprehensive Induction Manual which includes all these items. The Company supports appropriate professional development opportunities where required for directors and senior management to develop and maintain the skills and knowledge needed to perform their roles effectively. Non-executive director remuneration Remuneration for Non-executive directors (NEDs) is fixed and is subject to a remuneration pool of $500,000 which was approved by shareholders in 2021. NEDs do not receive any performance-based remuneration or retirement benefits schemes. In FY 26, as part of ongoing cost saving initiatives, NEDs were invited to sacrifice some or all of their fees in lieu of zero exercise price options, subject to shareholder approval. At Andromeda Directors are required to build and maintain a holding in Andromeda shares to align their interests with those of the shareholders. The Board requires each independent Director to accumulate a minimum shareholding equivalent to 100% of their fixed annual fee within five years of the date of their appointment as a Director of the Company and to maintain such minimum shareholding for so long as they remain a Director. Details of NEDs’ fees and shareholdings and senior executives’ remuneration are disclosed in the Remuneration Report contained in Andromeda’s 2026 Annual Report, which is available on our website. Company Secretary and access to independent advice The appointment and removal of the Company Secretary is a decision made by the Board. The Company Secretary is directly accessible to the Directors and is accountable directly to the Board on all matters relating to governance and the proper functioning of the Board. The Board collectively, and each Director individually, also has the right to seek independent professional advice provided such advice is necessary for the Director to discharge his or her responsibilities as a Director of the Company. 8 Principle 3: Instil a culture of acting lawfully, ethically and responsibly Our Andromeda Values These core values are disclosed on Andromeda’s website at https://andromet.com.au/our-values. 9 Code of Conduct The Company has adopted a Code of Conduct to guide the standards of ethical behaviour expected of directors, officers and employees in the performance of their work. In summary, the Code of Conduct requires directors, officers and employees to: Act in best interests of the Company Act in the best interests of the Company and with honesty, integrity and fairness Comply with all applicable laws Comply with the laws and regulations which apply to the Company and its operations Not knowingly participate in any illegal or unethical activity Immediately report any concern about a possible breach of the Code of Conduct or any reportable matter under the Code. Avoid conflicts of interest Not enter into any arrangement or participate in any activity that would conflict with the interests of the Company or cause the Company to breach any of its legal or regulatory obligations. Not act in a way which would be likely to negatively affect the Company's reputation. Not take advantage of the Company's property or information or your position (or opportunities arising from these) for personal gain or to compete with the Company. Not take advantage of or misuse a third party's property or information As part of their induction all employees receive training on the Company’s Code of Conduct, Values and Policies. The Board and management continually reference and reinforce the Company’s values and desired culture in their interactions with employees. The Board is informed of any material breaches of the Code of Conduct. There were no material breaches reported in the reporting period. The Code of Conduct is available at the Company's website at https://andromet.com.au/corporate- governance. Anti-Bullying and Anti-Harassment Policy The Company is committed to provide a work environment that is healthy, safe, secure and free from bullying, harassment, victimisation and discrimination and has implemented an Anti-Bullying and Anti- Harassment Policy to outline the standards required of employees and contractors. The Anti-Bullying and Harassment Policy is available at the Company's website at https://andromet.com.au/corporate-governance. Whistleblower Policy The Company has adopted a Whistleblower Policy, which governs the process through which employees and others can notify the Company of potential violations or concerns. The purpose of this Policy is to help detect and address undesirable conduct and to enable employees and contractors to work in a supportive working environment. The Board is informed of any material incidents reported under the Whistleblower Policy. There were no material incidents during the reporting period. A copy of the Whistleblower Policy is available on the Company’s website at https://andromet.com.au/corporate-governance. Anti-Bribery and Corruption Policy The Company has adopted an Anti-Bribery and Corruption Policy, which governs the process whereby 10 the Company avoids being involved in any bribery or corruption practices. The Board is informed of any material breaches of the policy. There were no material breaches in the reporting period. A copy of the Anti-Bribery and Corruption Policy is available on the Company’s website at https://andromet.com.au/corporate-governance. Securities Trading Policy The Board has adopted a Securities Trading Policy. The policy outlines the restrictions in relation to dealing with securities while in possession of inside information and provides “Blackout Periods” where trading in the Company’s securities are prohibited due to the timing of the release of periodic financial reports, quarterly activity and cashflow reports and other appropriate periods the Board may specify from time to time. There were no breaches of this policy in the reporting period. A copy of the Securities Trading Policy is available on the Company’s website at https://andromet.com.au/corporate-governance. Principle 4: Safeguard integrity of corporate reports Audit and Risk Committee The Company has established an Audit and Risk Committee, which assists the Board in fulfilling its statutory and fiduciary obligations by providing independent and objective recommendations and assurance on the effectiveness of governance, operational risk management, financial reporting, internal control processes and the external audit. Charter The Charter of the Audit and Risk Committee is available on the Company's website https://andromet.com.au/corporate-governance. Composition of the Audit and Risk Committee The members of the Audit and Risk Committee are Mr Mick Wilkes, Mr Jean-Dominique Sorel and Mr Miguel Galindo, of whom Mr Wilkes is an independent director. The Committee is chaired by Mr Wilkes, an independent chair who is not the Chair of the Board. Technical expertise The experience and qualifications of each member of the Audit & Risk Committee is available on the Company's website at https://andromet.com.au/our-board. Meetings The Audit and Risk Committee meets at least three times per year, with two of these meetings scheduled to coincide with the review of the half year and annual financial reports to satisfy its objectives. The committee met four times during the 2026 financial year. Reporting The Chair of the Audit and Risk Committee communicates the findings of the Committee to the Board after each meeting. The Company's Charter of the Audit and Risk Committee has adopted a formal policy on the appointment and independence of the external auditors to ensure appropriate control processes are in place to review the nomination and performance of the external auditor. The directors require the Managing Director/CEO and the Chief Financial Officer (CFO) (or financial controller in the absence of a CFO) to state in writing to the Board that the Company's financial reports present a true and fair view, in all material respects, of the Company's financial condition and operational results, and are in accordance with relevant accounting standards. This statement also includes that the Company's financial report is founded on a sound system of risk management and internal compliance and control which implements the financial policies adopted by the Board. 11 Currently the Company does not have an internal audit function, however the Audit and Risk Committee Charter has provided for the engagement of an internal auditor as required. The Company has appointed Deloitte as its external auditor, in accordance with requirements in the Corporations Act 2001(Cth). Deloitte has served as the auditor since 1996. The external auditor attends each AGM and is available to answer shareholder questions at the AGM. Deloitte regularly attends Audit & Risk Committee meetings and meetings are scheduled without management present. Any unaudited periodic reports have several levels of review and checking, including the Financial Controller, CFO (where appointed) and the Board. Principle 5: Make timely and balanced disclosure The Board has adopted a Continuous Disclosure Policy, which sets out the key obligations of the Board and senior management to ensure that the Company complies with its disclosure obligations under the ASX Listing Rules and the Corporations Act. The Board has overall responsibility for the establishment, implementation and supervision of the Company's continuous disclosure, however it has delegated authority to the Company Secretary (and other authorised representatives from time to time) for the release of market communications. The Company has approved a Communications Framework and also established a Disclosure Committee to assist in the Company meeting is Continuous Disclosure responsibilities. The Board receives a copy of all announcements upon release to the market, and all new and substantive investor or analyst presentations are released to the market ahead of when it is presented. The Company is committed to regularly communicating with shareholders in a timely, accessible and clear manner with respect to both procedural matters and major issues affecting the Company. The Company's Continuous Disclosure Policy sets out the practices which the Company implements to support effective communication with its shareholders. A copy of the Company's Continuous Disclosure Policy is available on the Company's website at https://andromet.com.au/corporate-governance. Principle 6: Respect the rights of security holders The Company aims to communicate all important information relating to the Company to its shareholders. The Company's website at www.andromet.com.au contains extensive information about the Company, its activities, portfolio, investment performance, the directors and senior executives. It is updated regularly to keep shareholders informed at all times. The Company has a Shareholder Communications Policy which details the way in which it manages its communication with security holders and includes: • ensuring all ASX announcements are published on the Company's website; • publishing all Company charters and policies on its website; • encouraging security holders to attend the Annual General Meeting and participate in the meeting either in person or by representative; • encouraging security holders to submit questions to the Board and to the Company's auditors at its Annual General Meetings; • providing the option for security holders to sign up to receive ASX announcements via email; • providing an opportunity for security holders to contact the company via phone or website form via the Company's website or via Investorhub; and • shareholders can also elect to communicate with the Company's share registry electronically. All substantive resolutions at shareholder meetings are determined by a poll. 12 Principle 7 – Recognise and manage risk The Board considers ongoing risk management to be a core component of the management of the Company, with the Board providing oversight and stewardship. The risk management framework is considered by the Audit & Risk Committee and the Board annually; and a review was undertaken in 2026. The diagram below demonstrates how the Risk Appetite Statement cascades through the Company’s risk management framework: Material risks affecting the Company are actively monitored and managed through the adopted corporate risk and project risk registers together with internal procedures designed to provide reasonable assurance as to the effectiveness and efficiency of operations, the reliability of financial reporting, and compliance with relevant laws and regulations maintained by the Audit and Risk Committee. Charter The Charter of the Audit and Risk Committee is available on the Company's website https://andromet.com.au/corporate-governance. Composition of the Audit and Risk Committee The Audit and Risk Committee comprises three non-executive directors, one of whom is independent directors. It is chaired by Mr Mick Wilkes, an independent director who is not the Chair of the Board. 13 Meetings The Audit and Risk Committee meets at least three times per year, with two of these meetings scheduled to coincide with the review of the half year and annual financial reports to satisfy its objectives. The committee met four times during the 2026 financial year. Risk Management Framework The Company’s Risk Management Framework was reviewed by the Audit and Risk Committee during the 2026 financial year. Exposure to material environment and social risks We monitor exposure to all risks to the business including economic, social, governance and environmental sustainability risks. As resources company intending to move into development, there are inherent environmental and social risks that may affect the business, including those relating to our people and safety, the low carbon transition and climate change, and the community. One of these is the risk of water restrictions impacting main water usage on the Eyre Peninsula in the future. At this time, the Directors do not consider that the Company has any material exposure to these risks, due to the mitigation strategies and actions undertaken by the Company (and the proposed water solutions proposed for the Eyre Peninsula in the future). The Sustainability section of the Annual Report highlights our focus areas and aims as we mature as a Company. Principle 8 – Remunerate fairly and responsibly The Board has established a Remuneration and Nomination Committee, which operates under the Remuneration and Nomination Committee Charter. The charter is available on the Company's website at https://andromet.com.au/corporate-governance. Remuneration and Nomination Committee The Board has established a Remuneration and Nomination Committee to make recommendations to the Board regarding director remuneration so as it is sufficient to attract and retain high quality directors and to recommend executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders and with the entity’s values and risk appetite. 14 Matters for which the Remuneration and Nomination Committee are responsible for are as follows: Recruitment of directors and senior management • undertaking appropriate checks and keeping records • ensuring the Company enters into a written agreement setting out the appointment terms Remuneration Policies • Evaluating and approving remuneration packages of senior management and non-executive directors • Compliance with non-executive director remuneration pool • Engagement of external remuneration consultants. Short and Long Term incentive plans • Administration and operation of plans • Invitations to participate, performance hurdles Board composition and performance Reviewing and providing recommendations on: • size, composition and diversity of the Board • criteria for appointment of directors • composition of Board committees • the terms and conditions of appointment to and retirement from the Board • induction processes • regularly assessing skills, knowledge and experience of Board Board Performance • evaluating performance • succession planning • professional development Reporting Overseeing remuneration related disclosures in annual reporting Diversity and Inclusion Overseeing the implementation and regular review of the Diversity & Inclusion Policy Composition and Membership The members of the Remuneration and Nomination Committee are Non-Executive Directors, Mr Mick Wilkes (Chair), Mr Jean-Dominique Sorel and Mr Miguel Galindo. Mr Wilkes is considered to be an independent director. Meetings The Charter of the Remuneration and Nomination Committee dictates that it is to meet at least two times each year in order for the Committee to fulfil its obligations. The committee met twice during the 2026 financial year. Disclosure The policies and practices regarding remuneration of directors and senior executives are contained within the remuneration report of the 2026 Annual Report. Remuneration The Company's remuneration strategy is to ensure that remuneration is competitive in attracting, motivating, and retaining employees of high calibre and appropriately reflect the duties and responsibilities of each executive. The Company may offer a combination of fixed annual remuneration and short term incentives (STIs) and long term incentives (LTIs). Incentives are designed to align the employees’ interests with shareholder interests. The Company has an equity based employee incentive plan which allows for the issue of certain equity securities to employees, directors and persons providing services to the Company, subject to any vesting conditions that the Board sees fit. Participants must not enter into any schemes,