Corporate Governance Policies

URAN LIMITED

ABN 93 107 316 683

CORPORATE GOVERNANCE POLICIES

July 2008

TABLE OF CONTENTS

1.	BACKGROUND	3

2.	BOARD CHARTER	4
	- Chairman’s Responsibilities	6
	- Independent Directors	7
	- Delegation to Managing Director and Senior Management	8

3.	PROCEDURES FOR SELECTION AND APPOINTMENT OF DIRECTORS	9

4.	CODE OF CONDUCT	10

5.	SECURITIES TRADING POLICY	17

6.	AUDIT COMMITTEE CHARTER	19

7.	CONTINUOUS DISCLOSURE POLICY	23

8.	SHAREHOLDERS’ COMMUNICATION POLICY	27

9.	RISK MANAGEMENT AND INTERNAL COMPLIANCE AND CONTROL	29

10.	PERFORMANCE EVALUATION PRACTICES	31

11.	REMUNERATION COMMITTEE CHARTER	33

12.	NOMINATION COMMITTEE CHARTER	36

CORPORATE GOVERNANCE POLICIES

1. BACKGROUND

Corporate governance is “the framework of rules, relationships, systems and processes within and by which authority is exercised and controlled in corporations”. It encompasses the mechanisms by which companies, and those in control, are held to account. Corporate governance influences how the objectives of the company are set and achieved, how risk is monitored and assessed, and how performance is optimised.

Effective corporate governance structures encourage companies to create value, through entrepreneurialism, innovation, development and exploration, and provide accountability and control systems commensurate with the risks involved.

The ASX Corporate Governance Council has established a number of Corporate Governance Principles and Recommendations:

1. lay solid foundations for management and oversight;

2. structure the board to add value;

3. promote ethical and responsible decision making;

4. safeguard integrity in financial reporting;

5. make timely and balanced disclosure;

6. respect the rights of shareholders;

7. recognise and manage risk;

8. remunerate fairly and responsibly.

Although the company’s Board is committed to the above recommendations, the corporate governance policies and principles should be established, implemented and monitored in such a way as to not compromise or distract the Board and management from its key goals and in a way that ensures the organisation carries on its business in an efficient and effective manner, having regard to the size and nature of the company’s operations.

2. BOARD CHARTER

The Board of Directors is responsible for guiding and monitoring the Company on behalf of shareholders by whom they are elected and to whom they are accountable.

The Board is responsible for, and has the authority to determine all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company.

The monitoring and ultimate control of the business of the Company is vested in the Board. The Board's primary responsibility is to oversee the Company's business activities and management for the benefit of the Company's shareholders. The specific responsibilities of the Board include:

(a) appointment, evaluation, rewarding and if necessary the removal of the Managing
Director, and Chief Financial Officer (or equivalent) and the Company Secretary;

(b) in conjunction with management, development of corporate objectives, strategy and approving and appropriately monitoring those plans, new investments, major capital and operating expenditures, capital management, acquisitions, divestitures and major funding activities;

(c) establishing appropriate levels of delegation to the Managing Director to allow for the management of the business efficiently;

(d) monitoring actual performance against planned performance expectations and reviewing operating information at a requisite level, to understand at all times the financial and operating conditions of the Company;

(e) monitoring the performance of senior management including the implementation of strategy, and ensuring appropriate resources are available;

(f) via the Risk Committee, an appreciation of areas of significant business risk and ensuring that the Company is appropriately positioned to manage those risks;

(g) overseeing the management of safety, occupational health, community relations and environmental matters;

(h) satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;

(I) satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, and internal control processes are in place and functioning appropriately;

(j) to ensure that appropriate internal and external audit arrangements are in place and operating effectively;

(k) having a framework in place to help ensure that the Company acts legally and responsibly on all matters consistent with the code of conduct; and

(I) reporting to shareholders.

Whilst at all times the Board retains full responsibility for guiding and monitoring the Company, in discharging its stewardship it makes use of committees. To this end the Board has established the following committees:

(a) Audit Committee, and

(b) Risk Committee.

Each director has the right to seek independent professional advice on matters relating to his position as a director of the Company at the Company's expense, subject to the prior approval of the Chairman, which shall not be unreasonably withheld.

In the event of a conflict of interest or where a potential conflict of interest may arise, involved directors will, unless the remaining directors resolve otherwise, withdraw from deliberations concerning the matter.

In accordance with the constitution of the Company, directors (other than the Managing Director) must offer themselves for re-election by shareholders at least every 3 years.

The responsibility for the day-to-day operation and administration of the Company is delegated by the Board to the Managing Director. The Board ensures that the Managing Director and the management team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Managing Director and executive directors.

The roles of Chairman and Managing Director shall not be combined. The Managing Director is accountable to the Board for all authority delegated to the position.

Whilst there is a clear division between the responsibilities of the Board and management, the Board is responsible for ensuring that management's objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved including:

(a) Board approval and monitoring of a strategic plan;

(b) approval of forecasts and budgets and monitoring actual performance against budget and forecasts; and

Chairman’s Responsibilities

The Chairman’s responsibilities include:

(a) Chairing the meetings of the Board in an impartial manner, ensuring that meetings are properly constituted, a quorum, comprising 2 directors in person or by instantaneous device, is present, minutes of previous meetings are considered as required, all directors have a fair opportunity to participate, and the meeting is declared closed.

(b) Developing a regular schedule of Board meetings, setting the agenda for the meetings and ensuring there is adequate time and balance allowed between agenda issues.

(c) Ensure a Board pack containing the necessary information for effective decision making is circulated sufficiently prior to the meeting to allow adequate time for review by directors.

(d) Ensuring that issues relating to conflicts of interest between the Company and its directors and employees are properly dealt with in accordance with the Constitution and the Corporations Act.

(e) Understanding of Board and general meeting rules and procedures.

(f) Chair the Annual General Meeting, and any General Meetings, and ensure that shareholders have adequate opportunity to ask questions and provide their comments in relation to the management of the Company.

(g) Ensure that the external audit partner is present at the AGM and available to answer any questions raised by shareholders.

(h) Provide leadership and ensure the effective performance of the Board.

(i) Ongoing relations with management that are conducive to productive co-operation, and ensure the provision by management to Directors of accurate, timely and clear information.

(j) Arranging regular evaluation of the performance of the Board and its committees and of individual directors.

(j) Ensuring directors continually update their skills and experience and knowledge of the Company necessary to fulfil their role on the Board and Board committees.

(k) Establishing a protocol to be applied in the event that the Chairman is absent from meetings of the Board.

Independent Directors

The board considers that an independent director is a non-executive director who also:

a) Is not a substantial shareholder of the Company or an officer or, or otherwise associated directly with, a substantial shareholder of the Company.

b) Within the last 3 years has not been employed in an executive capacity by the Company or another group member, or been a director after ceasing to hold any such employment.

c) Within the last 3 years has not been a principal or a material professional adviser or a material consultant to the Company or another group member, or an employee
materially associated with the service provider.

d) Is not a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer.

e) Has no material contractual relationship with the Company or another group member other than as a director of the Company.

Role of Non-executive Directors:

Non-executive directors collectively should:

(a) Challenge executive management and contribute to the development of strategy.

(b) Scrutinise the performance of executive management against agreed objectives and strategies.

(d) Review independently and challenge the proposals presented by executive management, requesting additional information where they consider the information provided is not sufficiently detailed to support informed decision-making.

(e) Take reasonable and proper steps to satisfy themselves that financial information released to the markets and shareholders is accurate, and that there are adequate and proper financial controls and systems of risk management and that the controls are maintained and the systems robust.

Non-executive directors individually should:

(a) Take the time to ensure they are properly informed about the subject matter of all decisions they are called upon to make as directors of the Company.

(b) Monitor their own performance, taking into account their other time commitments, state of health, potential conflicts of interest, and personal circumstances, to determine whether they can properly discharge their duties and responsibilities as a director of the Company, and provide quality assistance to enable the Company to achieve its objectives.

(c) Undertake ongoing education to maintain appropriate skill levels, and attend site visits to the Company to assist with the need to remain familiar with the Company’s business activities.

Delegation of Authority to Managing Director and Senior Management

The Board delegates responsibility for the day-to-day management of the Company and its operations to its Managing Director and Senior Management.

This delegation of authority to the Managing Director includes responsibility for:

· Formulating with the Board, the vision, strategies, business plans and budgets and, to the extent approved by the Board, implementing these plans, budgets and strategies.

· Operating the Company’s businesses within the parameters and having regard to the policies set by the Board from time to time, and keeping the Board informed of material developments in relation to those businesses.

· Where proposed transactions, commitments or undertakings exceed the parameters set by the Board, referring the matter to the Board for its consideration and approval.

· Identifying material business risks, formulating strategies in conjunction with the Board or the Audit and Risk Management Committees to manage the risks.

· Negotiating the terms and conditions of appointment of senior executives for Board approval, appointing the senior management team, and endorsing the terms and conditions of appointment of all other staff members.

· Ensuring that all matters requiring review or approval by the Board are raised with sufficient supporting information and advance notice to allow proper consideration by the Board.

· Report to the Board on a regular basis, or other agreed time frame

· considered to be appropriate by the Board, the performance of all parts of the business.

Delegation of authority to Senior Management includes responsibility for:

· Identifying material business risks, formulating strategies to manage the risks, and monitoring effectiveness of the management process and reporting to the Board and Risk Management Committee.

· Implementing and monitoring compliance with the policies, processes and codes of conduct approved by the Board.

3. PROCEDURES FOR SELECTION AND APPOINTMENT OF DIRECTORS

The Board shall ensure that, collectively, it has the appropriate range and expertise to properly fulfil its responsibilities, including:

(a) accounting and finance;

(b) business development and risk management;

(d) an appropriate ratio and skills matrix for executive and non-executive directors.

In the circumstances where the Board believes there is a need to appoint another director, whether due to retirement of a director or growth or complexity of the Company, certain procedures will be followed. including the following:

(a) determine the skills and experience appropriate for the appointee having regard to those of the existing directors and any other likely changes to the Board;

(b) agree the process and timetable for seeking such a person, which may involve an external search firm;

(c) a short list of candidates will be prepared for the Board's consideration and interview. The selection process will encourage visitation to the Company's operating sites and an understanding of management information systems. Candidates will be assessed on the following basis:

· competencies and qualifications;

· independence;

· other directorships;

· time availability;

· contribution to the overall balance of the composition of the Board: and

· depth of understanding of the role of and legal obligations, of a director.

The Board currently comprises 5 persons and is considered to have an appropriate balance of skills and experience. The Chairman regularly reviews the composition of the Board to ensure that the board continues to have the mix of skills and experience necessary for the conduct of the Company's activities.

If an invitation to become a director is accepted. the Board will appoint the new director during the year and that person will then stand for re-election by shareholders at the next general meeting. Shareholders are provided with relevant information on the candidates for re-election.

When appointed to the Board, a new director will receive an induction appropriate to their experience.

4. CODE OF CONDUCT

This Code of Conduct reaffirms the Company’s policy that its directors and employees act fairly, honestly and ethically. This Code of Conduct provides general guidelines that will:

v Ensure compliance with the laws and regulations in the jurisdictions, in which the company and its subsidiaries operate.

v Foster a happy, respectful and courteous workplace as an essential component of the health and well being

v Protect the company from financial loss

v Foster a way of doing business that is respected by all stakeholders of the company’s business.

Responsibility for adherence to this code rests with each individual and non-adherence will be subject to disciplinary actions within the limits of the industrial relations legislation of the respective business units.

This code of conduct aims to encourage the appropriate standards of conduct and behaviour of the directors, officers, employees and contractors (collectively called the employees) of the Company.

GENERAL PRINCIPLES

1. Employees of the Company must act honestly, in good faith and in the best interests of the Company as a whole.

2. Employees have a duty to use due care and diligence in fulfilling the functions of their position and exercising the powers attached to their employment.

3. Employees must recognise that their primary responsibility is to the Company's shareholders as a whole.

4. Employees must not take advantage of their position for personal gain, or the gain of their associates.

5. Directors have an obligation to be independent in their judgements.

6. Confidential information received by employees in the course of the exercise of their duties remains the property of the Company. Confidential information can only be released or used with specific permission from the Company.

7. Employees have an obligation, to comply with the spirit as well as the letter, of the law and with the principles of this code.

The Company views breaches of this code as serious misconduct. Employees who have become aware of any breaches of this code must report the matter immediately to their line manager or the Company Secretary. The line manager or Company Secretary has the responsibility to report the breach to the appropriate senior management and to advise the relevant employee of the outcome and actions implemented.

Any employee who in good faith, reports a breach or a suspected breach will not be subject to any retaliation or recrimination for making that report.

Employees who breach the policies outlined in the Code may be subject to disciplinary action, including in the case of serious breaches, dismissal.

DIRECTORS

The following additional comments apply to directors of the Company and aim to ensure directors have a clear understanding of the Company's expectations of their conduct.

Fiduciary duties

All directors have a fiduciary relationship with the shareholders of the Company. A director occupies a unique position of trust with shareholders, which makes it unlawful for directors to improperly use their position to gain advantage for themselves.

Duties of directors

Each director must endeavour to ensure that the Company is properly managed so as to protect and enhance the interests of all shareholders. To this end, directors need to devote sufficient time and effort to understand the Company's operations.

Directors should ensure that shareholders and the ASX are informed of all material matters which require disclosure and avoid or fully disclose conflicts of interest.

Conflict of interest

At all times a director must be able to act in the interests of the Company. Where the interests of associates, the personal interest of a director or a director's family may conflict with those of the Company, then the director must immediately disclose such conflict and either:

(a) eliminate the conflict, or

(b) abstain from participation in any discussion or decision-making process in relation to the subject matter of the conflict,

Executive directors must always be alert to the potential for a conflict of interest between their roles as executive managers and their fiduciary duty as directors.

Insider trading

Information concerning the activities or proposed activities of the Company, which is not public and which could materially affect the Company's share price must not be used for any purpose other than valid Company requirements,

Managing Director and Chief Financial Officer

It is the responsibility of both the Managing Director and the CFO, or equivalent, to provide written assurances to the Board that in all material respects:

(a) the financial reports submitted to the Board represent a true and fair view of the Company's financial condition and operational results; and

(b) the Company's risk management and internal compliance and control system is operating efficiently and effectively.

STAKEHOLDERS

The Board recognises that the primary stakeholders in the Company are its shareholders. Other legitimate stakeholders in the Company include employees, customers and the general community.

The Company's primary objective is to create shareholder wealth through capital growth and dividends by the continued development and application

of its various products, and the provision of innovative customer and market focused solutions within the mining and related industries. This is achieved by:

(a) keeping the market informed of its exploration activities;

(b) actively progressing its exploration programmes; and

The Company is committed to conducting all its operations in a manner which:

(a) protects the health and safety of all employees, contractors and community members;

(b) recognises, values and rewards the individual contribution of each employee;

(d) maintains good relationships with suppliers and the local community; and

(e) is honest lawful and moral.

All employees (including directors) are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

Respect for Religions, Cultures and Traditions

The Company is an Australian company with interests and operations in a variety of countries with different cultural and religious backgrounds. When acting for the company all directors, employees, consultants and contractors need to be aware of cultural differences to their home country and responsibly act in a manner that does not offence local business partners or the wider community, embarrass the company or jeopardise its business dealings.

Compliance with Laws, Rules and Regulations

The Company is subject to laws and regulations in various jurisdictions. The company is committed to complying with the law, but will not compromise the principles embodied in this code. Unlawful or unethical acts are always outside the scope of employment. The company neither condones nor tolerates any conduct that violates the law or discredits its reputation. It is the duty of any person acting for or on behalf of the Company to avoid any circumstances that would violate this Code of Conduct or the laws that govern the Company’s business.

Insider Trading

The shares and options of the Company are listed on the Australian Stock Exchange (ASX), and trading in the securities is therefore governed by the ASX and by the Australian Corporations Act.

All non-public information about the Company and its business activities should be considered confidential information. To use non-public information for personal benefit or to tip other persons who might make an investment decision on the basis of this information, is considered “Insider Trading” and illegal under the Australian Corporations Act.

The Company has a Share Trading Policy in place, which regulates the trading for Inside Shareholders. If Inside Shareholders or potential Inside Shareholders are in doubt over wether they are entitled to trade in Securities, they must seek advice from the Managing Director or the Chairman of the Board.

Conflicts of Interest

All directors and employees have an obligation to act in the best interest of the Company. Any situation that presents an actual or potential conflict between a director or employee’s personal interests and the interests of the Company should be reported to the Chairman of the Board. Any director or employee has a conflict of interest when his or her personal interests, relationships or activities, or those of a member of his or her immediate family,

interfere or conflict, or even appear to interfere or conflict, with the Company’s interests. A conflict of interest can arise when any director or employee takes an action or has a personal interest that may adversely influence his or her objectivity or the exercise of sound, ethical business judgment.

Where the interests of associates, the personal interest of a director or a director's family may conflict with those of the Company, then the director must immediately disclose such conflict and either:

(a) eliminate the conflict, or

(b) abstain from participation in any discussion or decision-making process in relation to the subject matter of the conflict,

Executive directors must always be alert to the potential for a conflict of interest between their roles as executive managers and their fiduciary duty as directors.

Interference in Politics

The Company will only lobby for its legitimate business interests in an open and transparent manner. The company will not take sides in politics and will not financially contribute to political parties or individual politicians.

Corruption

No director or employee will offer or give directly or indirectly any improper gift, payment or improper consideration of influence concerning any transaction affecting the company. No director or employee or person acting for and on behalf of the Company shall ask for or accept any improper gift, payment or consideration from a customer, supplier, government official or any other person concerning any transaction involving the Company.

The Company recognises that in some instances gifts and entertainment provide an entirely appropriate means of furthering a business relationship. Normal business courtesies involving no more than ordinary amenities (e.g. lunch, dinner, a spectator event, a golf game) are permitted. The guiding principle is that no gift or consideration should be accepted or given if it will obligate, or appear to obligate, the recipient.

Equal Opportunities

The Company benefits from a diverse workforce that recognises its differences as well as its similarities and common goals. This contributes to a culture of openness, teamwork and mutual respect. The Company is committed to providing equal opportunity to all persons without regard to origin, religion, gender, age, sexual preference, marital status or disability.

Harassment

The Company does not tolerate any form of harassment.

Harassment occurs when a person engages in unwanted conduct, which has the purpose or effect of violating an individual’s dignity or creating an interrogating, degrading, hostile offensive or humiliating environment for the person in question. While the conduct must be unwanted by the recipient, it does not necessarily have to be that the harasser has the intention to harass.

Harassment can occur in the form of physical contact, verbal and non-verbal contact.

In various jurisdictions harassment, in particular sexual harassment is a criminal offence.

Which conduct constitutes harassment is very much dependent of the cultural and religious context. The subsidiaries of the Company will issue detailed procedures, which specify inappropriate verbal or physical conduct.

The procedures shall explicitly prohibit retaliation against a person for making or filing a complaint of harassment or for co-operating in an investigation of a complaint of harassment. Disciplinary action will be taken against persons, who have conducted harassment and any person, who has retaliated against a person for making or filing a complaint of harassment.

Drugs and Alcohol

The Company does not tolerate illegal drugs. Under no circumstances employees, contractors, consultants and suppliers may possess, buy, sell or be under the influence of any illegal drug while on the Company’s premises or while performing any activity for or on behalf of the Company, whether on its premises or not.

An “illegal drug” means any controlled substance that cannot be obtained legally or that, although available legally by prescription from a medical practitioner, has been obtained illegally.

Legal drugs may affect a person’s ability to perform its work duties; of particular concern is the ability to operate vehicles and machinery. A person shall not operate vehicles and machinery, when consuming such drugs. A person taking such drugs should read the consumer information on side effects provided with the drug or seek advice from his physician. When in doubt, the person should decide on the safe side.

Where a drug has or might have side effects that impair a person’s ability to perform its normal work duties, the person shall inform its immediate supervisor to allocate suitable alternative work or to send the person home.

In general no person shall possess, use or being under the adverse affect of alcohol while being on industrial environment premises under the control of the Company. Such premises include, but are not limited to exploration drill

sites, mines, mills and processing sites, workshops and warehouses, tailings storage and waste disposal facilities.

In accordance with the laws and regulations governing an operation the General Manager may make a limited exemption and allow the responsible consumption of alcohol for specific social events in other areas, than controlled areas.

On non-industrial premises (e.g. offices) of the Company the Site General Manager or responsible Manager may allow the limited and responsible consumption of alcohol, within the laws and regulations governing the premise. Despite a permission given by the General Manager no person shall consume alcohol, if he expects to return on the same shift for work in an industrial environment or to operate company vehicles.

Tobacco Smoking

Smoking and passive smoking of tobacco products constitutes a health hazard.

Smoking is not permitted in enclosed buildings or in other designated areas on the Company’s premises and in company vehicles.

Electronic Communication

Phone, email and internet are important business tools. The Company provides access to these communication media for several of its employees for business purposes. However, they can be used for private purposes in a restrained and responsible manner.

The following uses of the email and internet are unacceptable:

Engaging in a criminal activity
Use of email to send chain letters
Transmission of material that is false, derogatory, profane, vulgar or sexually explicit, or any material that can be considered offensive within the cultural and religious context of the country of the sender or receiver
Downloading from the internet of sexually explicit or other potentially offensive materials
Illegal downloading and installation of software, or any other copyrighted or trademarked materials.

5. SECURITIES TRADING POLICY

1. Introduction

The shares and options of the Company are listed on the Australian Stock Exchange (“ASX”), and trading in the securities is therefore governed by the rules of the Australian Stock Exchange and by the Corporations Law.

This Share Trading Policy has been written to provide clear guidance to directors, employees, advisors, and consultants, as well as other persons who may be in possession of market-sensitive information which is not in the public domain (all referred to as “Inside Shareholders”), regarding the sale or acquisition of securities in the Company or other companies with which the Company may be associated (“Securities”).

The Policy sets down rules governing trading in the Company’s securities for three purposes:-

(a) to protect Inside Shareholders from inadvertently breaching statutory regulations regarding trading in Securities:

(b) to provide a clear framework for when directors, employees and Inside Shareholders may trade in Securities: and

It is the responsibility of each individual to comply with this policy.

2. Trading in Securities

Inside Shareholders and their related parties may not trade in Securities while in possession of information which may be price-sensitive and which has not been released to the ASX or which is not otherwise in the public domain. Price-sensitive

information is any information which a reasonable person would think may affect the price of Securities, either negatively or positively.

Inside Shareholders must ensure that all transactions in the Company’s securities comply with:

(a) Australian Corporations Law and Regulations (particularly the insider trading provisions in Section 1002G).

(b) The Australian Stock Exchange Ltd Listing Rules (particularly the continuous disclosure requirements in rule 3.1).

Inside Shareholders:-

(a) must not engage in short-term trading of Securities; and

(b) must not trade in Securities in the 2 weeks prior to release of Annual and Quarterly periodic reports.

Inside Shareholders are generally permitted to trade in Securities in the period from 2 hours to 2 weeks following the release of an Annual Report, Quarterly report or announcement to the ASX, except where they are prevented by provisions of Paragraph 2.1.

If an Inside Shareholder is in doubt over whether they are entitled to trade in Securities, they must seek advice from the Managing Director or the Chairman.

Directors of the Company must advise the Chairman or the Managing Director in advance of selling securities.

6. AUDIT COMMITTEE CHARTER

Scope

The Audit Committee is a committee of the Board of the Company with the specific powers delegated under this charter. The charter sets out the Audit Committee's function, composition, mode of operation, authority and responsibilities.

Function

The primary function of the Committee is to assist the Board in fulfilling its responsibilities relating to accounting and reporting practices of the Company. In addition, the Committee will:

(a) oversee, co-ordinate and appraise the quality of the audits conducted by both the Company's external and internal auditors (if applicable).

(b) determine the independence and effectiveness of the external and internal auditors.

(c) maintain open lines of communications among the Board, the internal and external auditors to exchange views and information, as well as confirm their respective authority and responsibilities.

(d) serve as an independent and objective party to review the financial information submitted by management to the Board for issue to shareholders, regulatory authorities and the general public, and

(e) review the adequacy of the reporting and accounting controls of the Company.

The Committee is not required to personally conduct accounting reviews or audits and is entitled to rely on employees of the Company or professional advisers where appropriate.

Membership and composition

The Board shall appoint the members of the Committee and periodically review the composition of the Committee. The Committee will comprise:

(a) at least three members:

(b) a majority of non-executive directors whom are independent:

(c) an independent chairman appointed by the Board and who is not the Chairman of the Board. The Board will endeavour on all occasions to appoint a Chairman of the Audit Committee who is not also the Chairman of the Board, however the financial skills and experience of Committee members will be taken into account in determining the appointment of Chairman : and

(d) where possible, members with sufficient financial skills and experience relevant to the committee's functions.

Meetings

The Committee shall:

(a) meet as frequently as required but at least two times per year: and

(b) the minimum quorum for a committee meeting is two members.

The secretary of the Committee is the Company Secretary;

Authority

In performing its functions in accordance with any applicable law, the Committee:

(a) has unrestricted access to the external auditors, the internal audit firm, senior management and employees of the Company;

(b) has unrestricted access to information and reports relevant to fulfilling its responsibilities;

(c) may seek independent external advice on matters brought before the Committee or in relation to the functions and responsibilities of the Committee; and

(d) shall have the power to conduct or authorise investigations into any matters within the committee's scope of responsibilities or when requested by the Board.

Responsibilities

The Committee must promote an environment within the Company which is consistent with best practice financial reporting. In particular, the Committee must:

(a) perform an independent review of financial information prepared by management for external reporting. This will include conducting reviews of the annual report, directors' report, annual financial statements, half yearly financial statements and any other externally reported financial information required by law;

(b) monitor the integrity and effectiveness of financial reporting processes;

(d) appoint, review and assess the internal audit arrangements and consider significant internal audit findings and management's responses and related actions;

(e) review and ensure implementation of legislated major accounting changes;

(f) ensure that appropriate policies are established and adequate systems are in place to identify and disclose related-party transactions and assess the propriety of any related party transactions; and

(g) ensure that the Board is kept regularly informed on general progress and activities, and is promptly briefed on all significant matters.

External audit arrangements

The Committee shall report to the Board on external audit arrangements, including:

(a) making recommendations to the Board on the appointment, re-appointment, replacement and remuneration of the external audit firm;

(b) review the terms of engagement for the external auditor;

(d) monitor the performance of the external audit including assessment of the quality and rigour of the audit, quality of the service provided and the audit firm's internal quality control procedures;

(e) review and assess non-audit services to be provided by the external auditor, with particular consideration to the potential to impair or appear to impair the external auditors' independence;

(f) review and monitor management's responsiveness to the external audit findings; and

(g) on a periodic basis, meet with the external auditor without the presence of management.

Appointment of external auditor

Should a change in auditor be considered necessary, a formal tendering process will be undertaken. The Committee will identify the attributes required of an auditor and will ensure the selection process is sufficiently robust so as to ensure selection of an appropriate auditor.

The Committee will ensure that prospective auditors have been provided with a sufficiently detailed understanding of the Company, its operations, its key personnel and any other information, including group structures and financial statements, that will have a direct bearing on each firm's ability to develop an appropriate proposal and fee estimate,

The Committee and the Board will consider the appointment in conjunction with senior management,

In selecting an external auditor, particular consideration will be given to determining whether the fee quoted is sufficient for the work required, that the work is to be undertaken by people with an appropriate level of seniority, skill and knowledge and whether the work proposed is sufficient to meet the Company's needs and expectations.

The appointment of a new external audit firm will be placed before shareholders for ratification at the next annual general meeting after the appointment is made.

Rotation and succession planning

The Committee will discuss with the auditor the provisions the audit firm has in place for rotation of the lead engagement partner and the independent review partner. The Company shall require that the lead engagement partner be rotated at least every 5 years and the review partner be rotated at least every 3 years.

Management sign-off procedure

The Audit Committee will ensure that the Managing Director and Chief Financial Officer, or equivalent, prepare a written statement to the Board certifying that the Company's annual financial report and half yearly financial report present a true and fair view, in all material respects, of the financial condition of the Company and its operational performance and are in accordance with relevant accounting standards.

The statement is to be presented to the Board prior to the approval and sign-off of the respective annual and half yearly financial reports.

7. CONTINUOUS DISCLOSURE POLICY

This policy outlines the disclosure obligations of the Company as required under the Corporations Act 2001 and the ASX Listing Rules. The policy is designed to ensure that procedures are in place so that the stock market in which the Company's securities are listed is properly informed of matters which may have a material impact on the price at which the securities are traded.

The Company is committed to:

(a) complying with the general and continuous disclosure principles contained in the Corporations Act and the ASX Listing rules:

(b) preventing the selective or inadvertent disclosure of material price sensitive information;

(d) ensuring that all market participants have equal opportunity to receive externally available information issued by the Company.

Disclosure officers

The Chairman, Managing Director and the Company Secretary have been appointed as the Company's disclosure officers responsible for implementing and administering this policy. The disclosure officers are responsible for all communication with ASX and for making decisions on what should be disclosed publicly under this policy.

In the absence of the Chairman, Managing Director and Company Secretary, any matters regarding disclosure issues are to be referred to the Board as a whole.

All members of the Board, where possible, shall approve all releases to the market.

Material information

In accordance with the ASX Listing Rules, the Company must immediately notify the market (via an announcement to the ASX) of any information concerning the Company which a reasonable person with experience in the industry in which the Company operates would expect to have a material effect on the price or value of the Company's securities.

Information need not be disclosed if:

(a) a reasonable person would not expect the information to be disclosed; and

(b) the information is confidential and the ASX has not formed the view that the information has ceased to be confidential: and

· it would breach the law to disclose the information:

· the information concerns an incomplete proposal or negotiation:

· the information comprises matters of supposition or is insufficiently definite to warrant disclosure;

· the information is generated for internal management purposes; or

· the information is a trade secret.

The Company is also required to disclose information if asked to do so by the ASX, to correct or prevent a false market.

The Corporations Act defines a material effect on price or value as being where a reasonable person would be taken to expect information to have a material effect on the price or value of securities if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the securities

Review of communications for disclosure

The disclosure officers will review all communications to the market to ensure that they are full and accurate and comply with the Company's obligations. Such communications may include:

(a) media releases;

(b) analyst investor or other presentations;

(d) other corporate publications.

Examples of information or events that are likely to require disclosure include:

(a) financial performance and material changes in financial performance or projected financial performance;

(b) changes in relation to directors and senior executives, including changes in the terms of employment of the Managing Director and the independence of directors;

(d) significant developments in new projects or ventures;

(e) material changes to the Company's security position;

(f) material information affecting joint venture partners, customers or non-wholly owned subsidiary companies;

(g) media reports;

(h) analyst or media reports based on inaccurate or out of date information;

(i) industry issues which have, or which may have, a material impact on the Company; and

(j) decisions on significant issues affecting the Company by regulatory authorities.

Where there is any doubt as to whether an issue might materially affect the price or value of the Company's securities, the disclosure officers will assess the circumstances with appropriate senior executives and if necessary, seek external professional advice.

All presentations to analysts and investors will be released to the ASX and then included on the Company's web-site.

Authorised spokespersons

The Company's authorised spokespersons are the Managing Director and Chairman. In appropriate circumstances, the Managing Director may from time to time authorise other spokespersons on particular issues and those within their area of expertise.

No employees or consultants are permitted to comment publicly on matters confidential to the Company, Any information which is not public must be treated by employees and consultants as confidential until publicly released.

Reporting of disclosable information

Once the requirement to disclose information has been determined, the disclosure officers or Finance Director are the only persons authorised to release that information to the ASX.

Information to be disclosed must be lodged immediately with the ASX. Any such information must not be released to the general public until the Company has received formal confirmation of lodgement by the ASX.

All information disclosed to the ASX in compliance with this policy must be promptly placed on the Company's web-site.

Market speculation and rumours

As a guiding principle, the Company has a "no comment" policy on market speculation and rumours, which must be observed by all employees. However, the Company will comply with any request by the ASX to comment upon a market report or rumour.

Trading halts

The Company may, in exceptional circumstances, request a trading halt to maintain orderly trading in the Company's securities and to manage any disclosure issues.

No employee of the Company, except for the disclosure officers, is authorised to seek a trading halt..

Meetings and group briefings with investors and analysts

The Managing Director is primarily responsible for the Company's relationship with major shareholders, institutional investors and analysts and shall be the primary contacts for those parties.

Any written materials containing new price-sensitive information to be used in briefing media, institutional investors and analysts are lodged with ASX prior to the briefing commencing. Upon confirmation of receipt by ASX, the briefing material is posted to the Company's web-site. Briefing materials may also include information that may not strictly be required under continuous disclosure requirements.

The Company will not disclose price sensitive information in any meeting with an investor or stockbroking analyst before formally disclosing it to the market. The Company considers that one-on-one discussions and meetings with investors and stockbroking analysts are an important part of pro-active investor relations. However. the Company will only discuss previously disclosed information in such meetings.

Periods prior to release of financial results

During the time between the end of the financial year or half year and the actual results release, the Company will not discuss financial performance, broker estimates and forecasts and, particularly, any pre-result analysis with stockbroking analysts, investors or the media, unless the information to be discussed has already been disclosed to the ASX.

Web-based communication

The Company's web-site features discrete sections for shareholders and investors to ensure that such information can be accessed by interested parties. Such information will include:

(a) annual reports and results announcements;

(b) all other company announcements made to the ASX;

(d) company profile and company contact details; and

(e) all written information provided to investors or stockbroking analysts.

Announcements lodged with the ASX will be placed on the Company's web-site as soon as practicable after ASX confirms receipt of that information.

Analysts reports and forecasts

Stockbroking analysts frequently prepare reports on listed companies that typically detail their opinion on strategies, performance and financial forecasts. To avoid inadvertent disclosure of information that may affect the Company's value or share price. The Company's comments on analyst reports will be restricted to:

(a) information the Company has issued publicly; and

(b) other information that is in the public domain.

Given the level of price sensitivity to earnings projections, the Company will only make comment to correct factual errors in relation to information publicly issued by other parties and Company statements.

8. SHAREHOLDERS COMMUNICATION POLICY

The Company recognises the value of providing current and relevant information to its shareholders.

The Chairman, Managing Director and Company Secretary have the primary responsibility for communication with shareholders.

Information is communicated to shareholders through:

(a) continuous disclosure to relevant stock markets of all material information;

(b) periodic disclosure through the annual report (or concise annual report), half year financial report and quarterly reporting of exploration, production and corporate activities;

(d) the annual general meeting;

(e) the Company's web-site.

The Company is committed to the promotion of investor confidence by ensuring that trading in the Company's securities takes place in an efficient competitive and informed market.

Electronic communication and web-site

The Company believes that communicating with shareholders by electronic means, particularly through its web-site, is an efficient way of distributing information in a timely and convenient manner.

The Company's web-site contains relevant information for shareholders:

(a) Company

Board and Management

Company overview

Corporate Governance policies

Share information

(b) Projects

Announcements

Annual and half yearly reports

Quarterly Reports

Presentations

Media coverage

E-news

(d) About Uranium

The Company's web-site will be updated with material released to the ASX as soon as practicable after confirmation of release by the ASX.

All web-site information will be continuously reviewed and updated to ensure that information is current or appropriately dated and archived.

The Company places the full text of notices of meeting and explanatory material on the web-site.

Written communication and annual report

The annual report of the Company is the major communication by the Company to shareholders each year. The annual report is posted on the Company’s website, if shareholders so elect a copy of the report will be forwarded to them.

Annual general meeting

The Company recognises the rights of shareholders and encourages the effective exercise of those rights through the following means:

(a) notices of meetings are distributed to shareholders in accordance with the provisions of the Corporations Act;

(b) notices of meeting and other meeting material are drafted in concise and clear language;

(c) shareholders are encouraged to use their attendance at meetings to ask questions on any relevant matter, with time being specifically set aside for shareholder questions;

(d) notices of meetings encourage participation in voting on proposed resolutions by lodgement of proxies, if shareholders are unable to attend the meeting;

(e) it is general practice for a presentation on the Company's activities to be made to shareholders at each annual general meeting; and

(f) it is both the Company's policy and the policy of the Company's auditor for the lead engagement partner to be present at the annual general meeting and to answer any questions regarding the conduct of the audit and the preparation and content of the auditors' report.

9. RISK MANAGEMENT AND INTERNAL COMPLIANCE AND CONTROL

The Board has delegated to the Risk Management Committee the primary responsibility for ensuring that risks are identified and monitored.

The Committee is responsible for the ongoing management of risk with standing instructions to appraise the Board of changing circumstances within the Company and within the international business environment.

The Committee determines the Company's risk profile and is responsible for overseeing and approving risk management strategy and policies and internal compliance.

The Company's process of risk management and internal compliance and control includes:

(a) establishing the Company's goals and objectives, and implementing and monitoring strategies and policies to achieve these goals and objectives:

(b) continuously identifying and reacting to risks that might impact upon the achievement of the Company's goals and objectives, and monitoring the environment for emerging factors and trends that affect these risks;

(c) formulating risk management strategies to manage identified risks and designing and implementing appropriate risk management policies and internal controls: and

(d) monitoring the performance of, and continuously improving the effectiveness of, risk management systems and internal compliance and controls, including an ongoing assessment of the effectiveness of risk management and internal compliance and control.

Within the identified risk profile of the Company, comprehensive practices are in place that are directed towards achieving the following objectives:

(a) effectiveness and efficiency in the use of the Company's resources;

(b) compliance with applicable laws and regulations: and

The Committee oversees an ongoing assessment of the effectiveness of risk management and internal compliance and control.

The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to Management which is required by the Board to report back to the Risk Committee on the efficiency and effectiveness of risk management inter alia, by benchmarking the Company's performance against industry standards.

The risk profile of the Company contains both financial and non-financial factors including material risks arising from pricing, competitive position, currency movements, operational efficiency, ore reserve replacement, market, environmental, social, geological, geotechnical and operational issues and investments in new projects.

To mitigate these risks, the Company has in place a broad range of risk management policies and procedures including currency protection, competent management in all disciplines, a comprehensive management information system, an experienced Board, monthly Board meetings, six monthly financial and internal audits and rigorous appraisal of new investments.

The Board shall receive assurance from the Chief Executive Officer (or equivalent) and the Chief Financial Officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

10. PERFORMANCE EVALUATION PRACTICES

As part of the annual review of the performance of the Board, the appropriate size, composition and terms and conditions of appointment to and retirement from the Board are considered. The level of remuneration for non-executive directors is considered with regard to practices of other public companies and the aggregate amount of fees approved by shareholders. The Board also reviews the appropriate criteria for Board membership collectively.

The Board has established formal processes to review its own performance and the performance of individual directors (including the Managing Director) and the committees of the Board, annually.

Board

A process has been established to review and evaluate the performance of the Board. The Board is required to meet annually with the specific purpose of reviewing the role of the Board, assessing its performance over the previous 12 months, including comparison with others, and examining ways in which the Board can better perform its duties. The review will incorporate the performance of the Board.

The annual review includes consideration of the following measures:

(a) comparison of the performance of the Board against the requirements of the Board charter;

(b) assessment of the performance of the Board over the previous twelve months having regard to the corporate strategies, operating plans and the annual budget;

(d) identification of any particular goals and objectives of the Board for the next year;

(e) review the type and timing of information provided to the directors; and

(f) identification of any necessary or desirable improvements to Board or committee charters.

The method and scope of the performance evaluation will be set by the Board.

Committees

Similar procedures to those for the Board review are applied to evaluate the performance of each of the Board committees.

An assessment will be made of the performance of each committee against each charter and areas identified where improvements can be made.

Non-executive directors

The Chairman will have primary responsibility for conducting performance appraisals of non-executive directors in conjunction with them, having particular regard to:

(a) contribution to Board discussion and function;

(b) degree of independence including relevance of any conflicts of interest;

(d) contribution to Company strategy;

(e) membership of and contribution to any Board committees; and

(f) suitability to Board structure and composition.

Where the Chairman, following a performance appraisal, considers that action must be taken in relation to a director's performance, the Chairman must consult with the remainder of the Board regarding whether a director should be counselled to resign, not seek re-election, or in exceptional circumstances, whether a resolution for the removal of a director be put to shareholders.

Managing Director

The Board will annually review the performance of the Managing Director. At the commencement of each financial year, the Board and the Managing Director will agree a set of generally Company specific performance measures to be used in the review of the forthcoming year.

These will include:

(a) financial measures of the Company's performance;

(b) the extent to which key operational goals and strategic objectives are achieved;

(d) compliance with legal and Company policy requirements; and

(e) achievement of key performance indicators.

Senior executives

The Managing Director is responsible for assessing the performance of the key executives within the Company. This is to be performed through a formal process involving a formal meeting with each senior executive.

The basis of evaluation of senior executives will be on agreed performance measures.

11. REMUNERATION COMMITTEE CHARTER

Functions and responsibilities

The Remuneration Committee is a committee of the Board with its principle functions being:

(a) to review and recommend to the Board the overall strategies in relation to executive remuneration policies;

(b) to review and make recommendations to the Board in respect of the compensation arrangements for the Managing Director, all other executive directors and all non-executive directors;

(d) to review and make recommendations to the Board in respect of all equity based remuneration plans.

In consultation with the Managing Director, the Committee will review and recommend to the Board for approval, the Company's general approach to compensation and will oversee the development and implementation of the compensation regime.

Composition

The Committee shall comprise at least three members of the Board the majority of whom will be non-executive directors. Directors serving on the Remuneration Committee should have diverse, complementary backgrounds. The Chairman of the Committee shall be an independent director,

The Company Secretary will be the secretary of the Committee and will act as the principal liaison between executive management and the committee on remuneration matters.

Meetings

The Committee shall meet as frequently as required, but at not less than twice per year.

The Committee shall have access to independent professional advice.

Two members of the Committee shall comprise a quorum, Where only two members are present the unanimous vote of the two members will constitute an act of the Committee. Where the committee comprises more than two committee members, the vote of a majority of the members present will constitute an act of the Committee.

Remuneration policy

This policy governs the operations of the Remuneration Committee. The Committee shall review and reassess the policy at least annually and obtain the approval of the Board.

General

Shareholder approval must be obtained in relation to the overall limit set for directors' fees. The directors shall set individual Board fees within the limit approved by shareholders.

Shareholders must also approve the framework for any equity based compensation schemes and if a recommendation is made for a director to participate in an equity scheme, that participation must be approved by the shareholders.

Executive remuneration

The Company's remuneration policy for executive directors and senior management is designed to promote superior performance and long term commitment to the Company. Executives receive a base remuneration which is market related.

Overall remuneration policies are subject to the discretion of the Board and can be changed to reflect competitive market and business conditions where it is in the interests of the Company and shareholders to do so.

Executive remuneration and other terms of employment are reviewed annually by the Remuneration Committee having regard to performance, relevant comparative information and expert advice.

The Committee's reward policy reflects its obligation to align executive's remuneration with shareholders' interests and to retain appropriately qualified executive talent for the benefit of the Company, The main principles of the policy are:

(a) reward reflects the competitive market in which the Company operates;

(b) individual reward should be linked to performance criteria: and

The total remuneration of executives and senior management consists of the following:

(a) salary - executives director and senior manager receive a fixed sum payable monthly in cash;

(b) bonus - executive directors and nominated senior managers are eligible to participate in a profit participation plan based on profit performance above predetermined returns on shareholders funds;

(c) long term incentives - executive directors may participate in share option schemes with the prior approval of shareholders. Executives may also participate in employee share option schemes, with any option issues generally being made in accordance with thresholds set in plans approved by shareholders, The Board however, considers it appropriate to retain the flexibility to issue options to executives outside of approved employee option plans in exceptional circumstances; and

(d) other benefits - executive directors and senior management participate in superannuation schemes and are eligible to salary sacrifice.

Non-executive remuneration

Fees and payments to non-executive Directors reflect the demands that are made on, and the responsibilities of the Directors from time to time.

Subject to shareholders approval non-executive directors may participate in employee share option plans.

Shareholders approve the maximum aggregate remuneration for non-executive directors. The Remuneration Committee recommends the actual payments to directors and the Board is responsible for ratifying any recommendations, if appropriate. The maximum aggregate remuneration approved for non-executive directors is currently $500,000.

Non-executive will receive superannuation benefits in accordance with the Superannuation Guarantee Legislation. They are eligible to salary sacrifice all or part of their fees

Indemnity Insurance

All directors are entitled to have their indemnity insurance paid by the Company.

Present view of the Board

The Board believes that at present, due to the size and nature of the Company’s operations, the role of the Remuneration Committee should be carried out by the Board as a whole.

12. NOMINATION COMMITTEE CHARTER

Functions and responsibilities

The Nomination Committee is a committee of the Board with its principle functions being to:

(a) review the composition of the Board and ensure that the Board has an appropriate mix of skills and experience to properly fulfil its responsibilities: and

(b) ensure that 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.

Composition

The Committee shall comprise at least three directors, the majority of whom must be non-executive directors, one of whom will be appointed the Committee Chairman. The Board may appoint additional non-executive directors to the Committee or remove and replace members of the Committee by resolution.

The Company Secretary shall be the Secretary of the Committee and shall attend meetings of the Committee as required.

Meetings

The Committee will meet at least once a year and additionally as circumstances may require. Meetings are called by the Secretary as directed by the Board or at the request of the Chairman of the Committee.

Where deemed appropriate by the Chairman of the Committee, meetings and subsequent approvals may be held or concluded by way of a circular written resolution or conference call.

A quorum shall comprise any two members of the Committee. In the absence of the Committee Chairman or appointed delegate, the members shall elect one of their number as Chairman.

Decisions will be based on a majority of votes with the Chairman having a casting vote.

The Committee may invite executive management team members or other individuals, including external third parties to attend meetings of the Committee, as they consider appropriate.

Access

The Committee may consult independent experts where the Committee considers this necessary to carry out its duties and responsibilities. Any costs incurred as a result of the Committee consulting an independent expert will be borne by the Company.

Responsibilities

The Committee shall periodically review and consider the structure and balance of the Board and make recommendations regarding appointments, retirements and terms of office of directors. In particular, the Committee is to:

(a) identify and recommend to the Board candidates for the Board after considering the necessary and desirable competencies of new Board members to ensure the appropriate mix of skills and experience and after assessment of how the candidates can contribute to the strategic direction of the Company:

(b) approve and review induction procedures for new appointees to the Board to ensure that they can effectively discharge their responsibilities:

(c) assess and consider the time required to be committed by a non-executive director to properly fulfil their duty to the Company and advise the Board.

(d) consider and recommend to the Board candidates for election or re-election to the Board at each annual shareholders' meeting:

(e) review directorships in other public companies held by or offered to directors and senior executives of the Company:

(f) review succession plans for the Board with a view to maintaining an appropriate balance of skills and experience on the Board:

(g) make recommendations to the Board on the appropriate size and composition of the Board: and

(h) make recommendations to the Board on the terms and conditions of appointment to, and removal and retirement from, the Board.

Present view of the Board

The Board believes that at present, due to the size and nature of the Company’s operations, the role of the Nomination Committee should be carried out by the Board as a whole.

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