Audit and Risk Committee

1 Purpose

1.1 This charter sets out the composition, role, responsibilities and administration of the Audit and Risk Committee (“Committee”) of Bullabulling Gold (“Bullabulling Gold”) within the governance structure of Bullabulling Gold and its wholly owned entities (“the Company”).
1.2 The Committee has been established by the board of directors (“Board”) of Bullabulling Gold in accordance with clause 7 of the Company’s Board Charter.
1.3 The Committee plays a key role in the overview of responsibilities of the Board relating to financial
reporting, risk management, internal controls framework, corporate governance and external audit process.
1.4 This charter is only a summary of the matters reserved to the Committee and should therefore only
be used as a general guide which is not to be used in a legal capacity.
1.5 All members of the Committee shall be appointed by the Board from amongst the non-executive
directors.

2 Membership

2.1 The Board has determined that the Committee, where practicable, shall comprise at least three
non-executive directors. The Board, however, recognises that this may not be practicable at all
times given its size and composition.
2.2 The Committee members shall possess the appropriate skills and experience to enable the
Committee to meet its purpose.
2.3 The Committee shall have a chairperson appointed by the Board. The chairperson shall not be the
chairperson of the Board and shall be a non-executive independent director.
2.4 The appointment of new members of the Committee shall be approved by the Board.
2.5 The chief executive officer, the chief financial officer and any other executive or any other individual
may attend meetings of the Committee at the invitation of the Committee chairperson, but are not
members of the Committee.
2.6 The chairman of the Board may attend meetings, ex officio.
2.7 It is intended that all members of the Committee shall have familiarity with financial management
and at least one Committee member shall have expertise in financial accounting and reporting.
2.8 If a member is unable to act for any reason, the chairperson may appoint another non-executive
director as an additional member, provided, where practicable, that the majority of members of the
Committee shall be independent.

3 Secretary

The secretary of the Committee shall be the Company Secretary or such other person as the
Committee may appoint.

4 Voting Arrangements

4.1 Each member of the Committee shall have one vote which may be cast on matters considered at
the meeting. Votes can only be cast by members attending a meeting of the Committee.
4.2 If a matter that is considered by the Committee is one where a member of the Committee, either
directly or indirectly has a personal interest, that member shall not be permitted to vote at the
meeting.
4.3 Save where he has a personal interest, the chairperson will have a casting vote.
4.4 All decisions of the Committee shall be formally reported to the Board by the chairperson. The
committee shall make whatever recommendations to the Board it deems appropriate on any area
within its remit where action or improvement is needed and shall compile a report on its activities to
be included in the Company’s annual report.

5 Role

5.1 The role of the Committee is as follows:
(a) Primary
(i) to assist the Board in fulfilling its overview of the audit process
(ii) to assist the Board in overviewing financial reporting
(iii) to assist the Board in fulfilling its overview of the systems of internal control which the
Board and management have established
(iv) to assist the Board in its processes of risk management and in monitoring compliance
with corporate policies, the code of conduct and corporate governance and risk
management policies generally.
(b) Specific
(i) to monitor, review and recommend the adoption of the financial statements of the
Company, including its half-yearly and annually reports, interim management
statements, preliminary results announcements and any other formal announcements
relating to the Company’s financial performance and reviewing significant financial
reporting judgments contained in them. Such reviews shall focus on the
circumstances and processes surrounding the preparation of the financial statements
and the process of the audit
(ii) to liaise with the external auditors in all matters concerning the conduct and outcome
of all audits of the Company
(iii) to regularly review the adequacy of accounting, internal controls, reporting and other
financial management systems and practices of the Company
(iv) to monitor compliance with corporate polices, the code of conduct and corporate
governance and risk management policies generally
(v) to prepare a statement for inclusion in the annual report that describes the
Committee’s composition, activities and responsibilities which complies with reporting
disclosure requirements.

6 Responsibilities and Functions

6.1 Financial reporting
(a) to assist the Board in determining the reliability, integrity and appropriateness of accounting
policies, financial reporting and disclosure practices
(b) to monitor compliance with applicable accounting standards and other requirements relating
to the preparation and presentation of financial results
(c) to assess the adequacy and clarity of presentation of financial information to shareholders
(d) to review financial reports and to recommend to the Board their adoption, taking into account
the assurances from the chief executive officer and the chief financial officer that the
declaration provided in accordance with section 295A of the Corporations Act is operating
effectively in all material respects in relation to the financial reporting risks
(e) to assess, review and challenge, where reasonable, the appropriateness of significant
accounting policies, on a year on year basis for the Company
(f) to review and challenge where necessary, compliance with accounting standards and
assess whether the Company has made appropriate estimates and judgments, taking into
account the views of the Company’s external auditors
(g) to review and challenge, where necessary, methods used to account for significant or
unusual transactions, where different approaches are possible
(h) to review management’s process for ensuring and monitoring compliance with laws,
regulations and other requirements relating to the external reporting by the Company of
financial and non-financial information
(i) to consider all significant accounting policy, valuation and reporting changes before
consideration by the Board
(j) review and challenge, where necessary, the clarity of disclosure in the Company’s financial
reports and the content in which statements are made
(k) review and challenge, where necessary, all information presented in the Company’s financial
statements, such as operating and financial review and the corporate governance
statements (insofar as it relates to the audit and risk management)
(l) to review the annual financial statements of the pension funds, if any, where they are not
reviewed by the Bond as a whole.
6.2 External auditors
(a) to nominate the external auditor to the Board and to approve the terms of the contract with
the external auditor including the audit fees and the nature and quantum of non-audit
services provided by the external auditor
(b) to evaluate and assess the performance and independence of the Company’s external
auditors and objectively, taking into account relevant UK professional and regulatory
requirements and the relationship with the auditor as a whole, including the provision of any
non-audit services
(c) to review and approve the annual audit plan
(d) to ensure that the partner managing the audit for the external auditor is changed within a
period of five years.
(e) to ensure the independence, authority and effectiveness of the external auditor and to
maintain open lines of communication between the auditor and the Board
(f) to ensure the Committee has unfettered access to the external auditor and to be entitled to
meet with the auditor without management present
(g) to require the external auditor to:
(i) submit a formal written statement delineating all responsibilities and work completed
by the auditor
(ii) report to the Committee on any significant issue raised with management
(iii) prepare any report or other disclosures to be included in Bullabulling Gold’s annual report or other
communications with shareholders on the relationship between the external auditors
and the Company.
(h) Other
(i) to consider such other topics, as may be requested by the Board
(ii) to receive appropriate and timely training, both in the form of an induction programme
for new members and on an ongoing basis for all members, and have access to
sufficient resources in order to carry out its duties
(iii) to give due consideration to laws and regulations, including the provisions of the
Combined Code and the requirements of the AIM Rules for Companies, the
Prospectus and Disclosure and Transparency Rules, as appropriate
(iv) to be responsible for co-ordination of the internal and external auditors
(v) to oversee any investigation of activities which are within its terms of reference and
act, for internal purposes, as a court of last resort
(vi) to conduct an annual review of the Committee's own work, constitution, performance
and these terms of reference to ensure it is operating at maximum effectiveness and
recommend any changes it considers necessary to the Board for approval.
6.3 Risk
(a) to review and make recommendations on the strategic direction, objectives and
effectiveness of Bullabulling Gold’s internal controls and risk management systems and policies and
review and approve the statements to be included into the Company’s annual report
concerning internal controls and risk management
(b) to ensure that a comprehensive process is established by the Bullabulling Gold’s management to
capture issues for the purposes of continuous reporting to the Australian Stock Exchange
and any other stock exchange on which Bullabulling Gold is listed
(c) to review management’s processes for monitoring and ensuring compliance with laws,
regulations and other requirements relating to the external reporting by the Company of
financial and non-financial information
(d) to review the adequacy of existing policies such as the Market Disclosure Policy and the
Securities Dealing Policy and to comply with these policies and to identify areas which
require policy development
(e) to review the Company’s procedures for detecting fraud
(f) to review the Company’s arrangements for its employees to review concerns in confidence
about possible wrongdoing in financial reporting or other matters.
(g) to allow and oversee proportionate and independent investigation of allegations of employee
conflict of interest, fraud, whistleblower protection or malfeasance.

7 Administration and Reporting

7.1 The Committee shall meet at least four times a year as follows:
(a) immediately prior to the release of the full-year financial statements
(b) immediately prior to the release of the half-yearly financial statements
(c) on at least two other occasions during the year.
7.2 A notice of each meeting confirming the date, time and venue together with the agenda and
Committee papers shall be forwarded to each member of the Committee at least three working
days prior to the date of the meeting, although any such notice period may be waived or shortened
with the written consent of all members of the Committee for the time being.
7.3 The Committee shall appoint a secretary who shall attend all Committee meetings and record
minutes as minute secretary. All minutes of the Committee, when approved and signed by the
Committee chairperson shall be circulated to all members of the Board (unless a conflict of interest
exists) and to the external auditors and then shall be entered into a minute book maintained for that
purpose and shall be open at all times for inspection by any director.
7.4 A quorum shall comprise any two Committee members. In the absence of the Committee
chairperson or appointed delegate, the members shall elect one of their number as chairperson for
that meeting.
7.5 The Committee may, with the prior approval of the Board, instruct the chief executive officer to
engage independent advisors in relation to any matter pertaining to the responsibilities of the
Committee.
7.6 The Committee shall report to the Board annually, in writing, on all matters relevant to the
performance of its role and the discharge of its duties during the period, having regard to ASX
Corporate Governance Council Recommendation 4.4.
7.7 The chairman of the Board should attend the Company’s annual general meeting for the purpose of
handling any questions or enquiries of the meeting about the latest audit.

8 Review of Charter

8.1 This charter shall be reviewed by the Committee on a regular basis and a report provided to the
Board, if required, recommending any necessary amendment or additional duties and
responsibilities.