Continuous Disclosure Policy

1.1 Purpose

This Continuous Disclosure Policy ("Policy") has been adopted by the Board of Directors of Orisium Pty Limited ("Orisium", "the Company", or "we") to establish a framework for compliance with the Company's continuous disclosure obligations under the Corporations Act 2001 (Cth) ("Corporations Act") and the ASX Listing Rules. This Policy is designed to ensure that all investors have equal and timely access to material information concerning the Company.

The Company is committed to:

• Complying with the general and continuous disclosure principles contained in the Corporations Act and the ASX Listing Rules;
• Preventing the selective or inadvertent disclosure of material price-sensitive information;
• Ensuring shareholders and the market are provided with full and timely information about the Company's activities;
• Ensuring that all market participants have equal opportunity to receive and act upon information disclosed by the Company; and
• Maintaining investor confidence in the integrity and transparency of the Company's disclosures.

1.2 Legal Framework

This Policy has been developed in accordance with, and must be read in conjunction with:

• ASX Listing Rule 3.1: The primary continuous disclosure obligation requiring immediate disclosure of information concerning the entity that a reasonable person would expect to have a material effect on the price or value of its securities;
• ASX Listing Rule 3.1A: The exceptions to the immediate disclosure requirement where certain conditions are satisfied;
• ASX Listing Rule 3.1B: The false market exception which overrides the exceptions in Rule 3.1A;
• Section 674 of the Corporations Act: The statutory provision imposing continuous disclosure obligations on listed disclosing entities and providing for civil and criminal penalties for contraventions;
• ASX Listing Rule 15.7: The prohibition on selective disclosure of market-sensitive information to analysts or other parties prior to formal announcement to ASX;
• ASX Guidance Notes 8 and 14: Guidance on continuous disclosure and trading halts and voluntary suspensions respectively; and
• ASIC Regulatory Guides: Including RG 62 (Better disclosure for investors) and other relevant guidance on disclosure obligations.

1.3 Scope of Application

This Policy applies to all directors, officers, employees, contractors, and consultants of the Company and its related bodies corporate. All persons to whom this Policy applies are responsible for ensuring that they comply with its requirements and for reporting any information that may require disclosure in accordance with the procedures set out in this Policy.

2.1 Material Information

"Material Information" means information that a reasonable person would expect to have a material effect on the price or value of the Company's securities if the information were generally available. For the purposes of this definition, 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 those securities.

The test for materiality is objective and involves consideration of:

• Whether the information would be likely to influence the investment decisions of typical investors in the Company's securities;
• The magnitude of the potential price impact (either positive or negative);
• The reliability of the information (having regard to its source and the circumstances in which it was obtained); and
• Whether there are any other factors that would make the information more or less significant to investors.

2.2 Price-Sensitive Information

"Price-Sensitive Information" is a subset of Material Information and refers to information that would, or would be reasonably likely to, result in a change in the market price of the Company's securities if it were generally available. Price-sensitive information may relate to matters that are positive or negative for the Company.

2.3 "Immediately" Disclosure Requirement

For the purposes of ASX Listing Rule 3.1, "immediately" does not mean "instantaneously" but rather "promptly and without delay." The Company must disclose information to ASX as soon as practicable after the information comes to its attention. The period of time that constitutes "immediately" will depend upon the circumstances. However, in all cases, the Company must act with expedition and must not allow any unnecessary delay in the disclosure process.

Factors relevant to determining the appropriate timeframe include:

• The time required to verify the information and ensure its accuracy;
• The time required to prepare an announcement that is accurate, complete, and not misleading;
• The need for appropriate internal review and approval processes; and
• The operating hours of ASX (noting that announcements can be lodged outside trading hours for release at market open).

2.4 When the Company Becomes "Aware"

For the purposes of this Policy and ASX Listing Rule 3.1, the Company becomes "aware" of information if a director or executive officer of the Company (as that term is defined in the Corporations Act) has, or ought reasonably to have, come into possession of the information in the course of the performance of their duties as a director or executive officer.

This means the Company is deemed to be aware of information if:

• A director or executive officer actually knows the information; or
• A director or executive officer ought reasonably to have known the information in the course of performing their duties.

This constructive knowledge test imposes a positive obligation on directors and executive officers to maintain awareness of material developments affecting the Company and to establish appropriate systems and processes for the identification and escalation of potentially disclosable information.

2.5 Generally Available Information

Information is "generally available" if it:

• Consists of readily observable matter (for example, publicly available economic data, interest rates, or currency exchange rates);
• Has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in securities of a kind whose price might be affected by the information (such as by announcement to ASX); and
• A reasonable period has elapsed since the information was so made known (to allow for dissemination and absorption by the market).

3.1 ASX Listing Rule 3.1 Requirements

ASX Listing Rule 3.1 provides that once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity's securities, the entity must immediately tell ASX that information.

The continuous disclosure obligation comprises three essential elements:

• Awareness: The Company must have become aware of the information (as defined in section 2.4 above);
• Materiality: The information must be information that a reasonable person would expect to have a material effect on the price or value of the Company's securities (the "reasonable person test"); and
• Immediacy: Disclosure must be made to ASX immediately upon the Company becoming aware of the information.

3.2 The Reasonable Person Test for Materiality

The "reasonable person test" is an objective standard. When assessing whether information is material, the Company must consider whether a reasonable person in the market would expect the information to have a material effect on the price or value of the Company's securities.

In applying this test, the Company will have regard to:

• The size and nature of the Company's business;
• Previous disclosures and announcements made by the Company;
• Current market conditions and investor sentiment;
• The reliability and completeness of the information;
• Guidance from ASX and ASIC on materiality assessments; and
• The cumulative effect of multiple items of information that individually may not be material but together may require disclosure.

3.3 Quantitative and Qualitative Factors

Both quantitative and qualitative factors are relevant to the assessment of materiality. Quantitative factors include matters that may result in a significant change to the Company's revenue, profit, assets, or liabilities. Qualitative factors include matters that may affect market perceptions of the Company, its management, or its future prospects, even if the immediate financial impact is difficult to quantify.

4.1 Overview of Exceptions

ASX Listing Rule 3.1A provides limited exceptions to the immediate disclosure requirement in Rule 3.1. Information need not be disclosed if each of the following conditions is satisfied:

• One or more of the following applies: (i) it would be a breach of a law to disclose the information; (ii) the information concerns an incomplete proposal or negotiation; (iii) the information comprises matters of supposition or is insufficiently definite to warrant disclosure; (iv) the information is generated for the internal management purposes of the entity; or (v) the information is a trade secret;
• The information is confidential and ASX has not formed the view that the information has ceased to be confidential; and
• A reasonable person would not expect the information to be disclosed.

4.2 Incomplete Proposals or Negotiations

The exception for incomplete proposals or negotiations applies where there is an ongoing commercial negotiation or proposal that has not reached a sufficiently advanced stage to warrant disclosure. This exception recognises that premature disclosure of incomplete matters may prejudice the Company's negotiating position or mislead the market.

When relying on this exception, the Company must:

• Continuously monitor the status of the proposal or negotiation;
• Reassess whether the exception continues to apply as circumstances change; and
• Be prepared to make disclosure immediately once the matter becomes sufficiently definite or confidentiality is lost.

4.3 Trade Secrets

Information that constitutes a trade secret of the Company may be withheld from disclosure, provided that all other conditions of Rule 3.1A are satisfied. A "trade secret" is information that derives independent economic value from not being generally known and is the subject of reasonable efforts to maintain its secrecy.

4.4 Legal Prohibitions

Disclosure is not required where it would constitute a breach of law. Examples include situations where disclosure would breach legal professional privilege, court suppression orders, or statutory confidentiality requirements. The Company will seek legal advice where necessary to determine whether a legal prohibition applies.

4.5 Confidentiality Maintenance

The exceptions in Rule 3.1A only apply while the information remains confidential. If the Company becomes aware that the information is no longer confidential (for example, due to media speculation, unusual trading activity, or a leak), the exception will cease to apply and the Company must disclose the information immediately.

The Company will implement appropriate measures to maintain the confidentiality of information that is subject to the exceptions in Rule 3.1A, including:

• Limiting access to confidential information on a need-to-know basis;
• Requiring confidentiality undertakings from persons who have access to the information;
• Monitoring media and trading activity for any indication of a leak; and
• Maintaining records of persons who have been given access to confidential information.

5.1 Obligation to Correct False Markets

ASX Listing Rule 3.1B provides that if ASX considers that there is or is likely to be a false market in the Company's securities, the Company must give ASX the information needed to correct or prevent the false market. This obligation overrides any exceptions that may otherwise apply under Rule 3.1A.

A false market may arise where there is material misinformation or speculation circulating in the market that is likely to result in the Company's securities trading at a price that does not reflect the true underlying value of those securities. Indicators of a potential false market include:

• Unusual trading activity in the Company's securities;
• Significant unexplained price movements;
• Media reports or analyst commentary that contain inaccurate information; and
• Market rumours or speculation concerning the Company's affairs.

5.2 ASX Query Response Requirements

ASX may issue a price query or aware letter to the Company when there has been unusual trading activity or unexplained price movements in the Company's securities. The Company must respond to such queries promptly and accurately.

When responding to an ASX query, the Company must:

• Provide a response that is not false or misleading;
• Disclose any information that should have been disclosed under Rule 3.1;
• Confirm whether there is any information that requires disclosure; and
• Provide the response within the timeframe specified by ASX (typically before the commencement of trading on the following business day).

5.3 Trading Halt Procedures

If the Company is unable to respond to an ASX query before the commencement of trading, or if additional time is required to prepare a proper response, the Company may request a trading halt to prevent trading in a false market while the response is being prepared.

The procedures for requesting trading halts are set out in section 9 of this Policy.

6.1 Financial Information

• Financial results that differ materially from market expectations or prior guidance;
• Changes to earnings forecasts or guidance previously provided to the market;
• Material changes to revenue, profit margins, or cost structures;
• Changes to credit ratings or changes in borrowing capacity;
• Material asset impairments or write-downs;
• Significant changes to accounting policies or financial reporting methods; and
• Material changes to the Company's financial position, including debt levels or liquidity.

6.2 Corporate Transactions

• Proposed or completed mergers, acquisitions, or takeovers;
• Significant asset acquisitions or disposals;
• Proposed capital raisings, share issues, or buybacks;
• Material joint ventures or strategic alliances;
• Corporate restructures, demergers, or spin-offs; and
• Changes to dividend policy or declarations of dividends.

6.3 Operational Matters

• Material contracts entered into, varied, or terminated;
• Significant changes in customers, suppliers, or business partners;
• Material product launches, developments, or discontinuations;
• Significant changes to business strategy or operations;
• Major technology developments, cybersecurity incidents, or system outages; and
• Entry into or exit from significant geographic markets.

6.4 Management and Governance

• Appointment, resignation, or removal of directors or key management personnel;
• Significant changes to senior executive remuneration arrangements;
• Major changes to organisational structure; and
• Significant changes to the composition or independence of the Board.

6.5 Legal and Regulatory Matters

• Material litigation, disputes, or regulatory investigations;
• Regulatory actions, sanctions, or enforcement proceedings;
• Changes to laws or regulations that may materially affect the Company's business;
• Grant or loss of material licences, permits, or approvals; and
• Material intellectual property developments (patents, trademarks, or disputes).

7.1 Disclosure Officer

The Company Secretary is designated as the Disclosure Officer and is responsible for overseeing and coordinating the Company's compliance with its continuous disclosure obligations. The Disclosure Officer's responsibilities include:

• Ensuring that the Company has appropriate systems and processes for the identification and assessment of potentially disclosable information;
• Assessing whether information requires disclosure in consultation with relevant management, the Chief Executive Officer, and external advisers as necessary;
• Preparing or overseeing the preparation of ASX announcements;
• Coordinating the approval of announcements in accordance with the delegation of authority;
• Lodging announcements with ASX through the ASX Market Announcements Platform;
• Liaising with ASX on disclosure matters; and
• Maintaining records of disclosure decisions and announcements.

7.2 Escalation Pathway

All directors, officers, employees, contractors, and consultants who become aware of information that may require disclosure under this Policy must immediately report that information to their direct manager, who must promptly escalate it to the Disclosure Officer.

The escalation pathway is as follows:

• Step 1: Employee reports potentially disclosable information to their direct manager;
• Step 2: Manager immediately escalates to the relevant executive (CFO, COO, or other executive as appropriate);
• Step 3: Executive notifies the Disclosure Officer (Company Secretary) and, for material matters, the Chief Executive Officer;
• Step 4: Disclosure Officer assesses the information and determines whether disclosure is required; and
• Step 5: If disclosure is required, the Disclosure Officer prepares the announcement, obtains necessary approvals, and lodges with ASX.

7.3 Board Notification

The Board must be notified promptly of all significant disclosure matters. For announcements of major transactions, material changes to earnings guidance, or other matters of significant importance, the announcement must be approved by the Board (or a committee of the Board delegated for this purpose) prior to lodgement with ASX.

The Chair of the Board must be informed of any significant disclosure matters as soon as practicable, even where Board approval is not required. A register of all announcements made is maintained by the Disclosure Officer and reported to the Board at each Board meeting.

7.4 ASX Lodgement Process

All announcements to ASX must be lodged through the ASX Market Announcements Platform. The Disclosure Officer is responsible for ensuring that:

• Announcements are complete, accurate, and not misleading;
• Announcements are lodged promptly and in accordance with ASX requirements;
• Sensitive announcements are lodged outside trading hours or with an appropriate trading halt in place;
• Confirmation of lodgement is obtained and retained; and
• Announcements are uploaded to the Company's website promptly after lodgement.

7.5 Timing Requirements

The Company must disclose information to ASX immediately upon becoming aware of material information. In practice, this means the Company must act with expedition and without unnecessary delay. The following timing guidelines apply:

• Routine announcements: Lodged as soon as practicable, generally within hours of the matter becoming finalised;
• Material announcements: Lodged immediately, with a trading halt requested if additional time is required to prepare the announcement;
• ASX queries: Responded to within the timeframe specified by ASX (typically before market open on the following trading day); and
• Corrective announcements: Lodged immediately upon discovery of any error or omission in a previous announcement.

8.1 Board of Directors

The Board has ultimate responsibility for ensuring the Company's compliance with its continuous disclosure obligations. The Board's responsibilities include:

• Approving this Policy and any amendments to it;
• Overseeing the Company's disclosure framework and ensuring adequate resources are allocated to compliance;
• Approving major announcements as required;
• Being alert to matters that may require disclosure and bringing such matters to the attention of the Disclosure Officer; and
• Reviewing the effectiveness of the Company's disclosure practices annually.

8.2 Chief Executive Officer

The Chief Executive Officer is responsible for:

• Ensuring that management systems and processes are in place for the identification and escalation of potentially disclosable information;
• Reviewing and approving announcements in accordance with the delegation of authority;
• Ensuring the Disclosure Officer is informed of all matters that may require disclosure;
• Acting as a spokesperson for the Company in relation to material announcements; and
• Promoting a culture of compliance with disclosure obligations throughout the organisation.

8.3 Chief Financial Officer

The Chief Financial Officer is responsible for:

• Ensuring the accuracy and completeness of financial information in announcements;
• Identifying and escalating matters relating to financial performance, forecasts, or position that may require disclosure;
• Monitoring earnings against any guidance provided to the market;
• Coordinating with external auditors on disclosure matters; and
• Reviewing financial content in announcements prior to lodgement.

8.4 Company Secretary (Disclosure Officer)

The Company Secretary, acting as Disclosure Officer, is responsible for:

• Overseeing the Company's continuous disclosure compliance framework;
• Receiving reports of potentially disclosable information and assessing materiality;
• Preparing and coordinating the approval of announcements;
• Lodging announcements with ASX and maintaining the Company's disclosure register;
• Liaising with ASX on disclosure matters and responding to ASX queries;
• Providing training and guidance to employees on disclosure obligations; and
• Reporting to the Board on disclosure matters.

8.5 All Employees' Obligations

All employees, contractors, and consultants are responsible for:

• Being aware of their obligations under this Policy;
• Promptly reporting any information that may require disclosure to their manager or the Disclosure Officer;
• Maintaining confidentiality of non-public Company information;
• Not disclosing material information to external parties unless authorised; and
• Complying with all related policies, including the Securities Trading Policy and the Code of Conduct.

9.1 When to Request a Trading Halt

The Company may request a trading halt to prevent trading in its securities while an announcement is being prepared, or to manage the orderly release of market-sensitive information. A trading halt may be appropriate in the following circumstances:

• Where additional time is required to prepare an announcement concerning a material matter and the information cannot be kept confidential;
• To respond to an ASX query where the response cannot be prepared before market open;
• Where there is market speculation or rumours and additional time is needed to assess and respond;
• To manage the timing of a complex or sensitive announcement; and
• To prevent a false market from developing or continuing.

9.2 Process for Requesting a Trading Halt

The decision to request a trading halt must be approved by the Chief Executive Officer or the Disclosure Officer (or, in their absence, the Chair of the Board). The request must be lodged with ASX through the ASX Market Announcements Platform and must specify:

• The reason for the trading halt (in general terms);
• The duration of the halt requested (up to a maximum of two trading days); and
• An undertaking to make an announcement before the halt ends or to request a voluntary suspension if more time is required.

9.3 Duration Limits

A trading halt can last for a maximum of two trading days. If the Company requires additional time beyond the trading halt period, it must request a voluntary suspension from ASX. A voluntary suspension typically lasts for up to five trading days but may be extended in certain circumstances with ASX approval.

The Company must make an announcement before trading resumes, explaining the matter that was the subject of the halt or suspension. Failure to do so may result in ASX lifting the halt or suspension without notice.

10.1 Prohibition on Early Release

ASX Listing Rule 15.7 requires that an entity not release information that is for release to the market to any person until it has given the information to ASX and has received an acknowledgement that ASX has released the information to the market. This prohibition on selective disclosure applies to:

• All material price-sensitive information;
• Disclosure to analysts, journalists, shareholders, or any other external parties;
• Information disclosed in briefings, presentations, or meetings; and
• Any information that could give the recipient an unfair advantage.

10.2 Briefing and Presentation Requirements

When conducting briefings to analysts, investors, or media, the Company must ensure that:

• No material price-sensitive information is disclosed that has not already been announced to ASX;
• Presentation materials are released to ASX before or simultaneously with the briefing;
• Questions that could elicit material information are handled carefully, with questioners directed to public information;
• If material information is inadvertently disclosed, an announcement is made to ASX immediately; and
• Briefings are conducted by authorised spokespersons only.

10.3 Media Release Timing

Media releases containing material information must not be issued until the Company has received confirmation from ASX that the corresponding announcement has been released to the market. The Disclosure Officer is responsible for coordinating the timing of ASX announcements and media releases to ensure compliance with this requirement.

11.1 Need-to-Know Principle

Confidential information that may be subject to disclosure obligations must be managed on a strict need-to-know basis. Access to such information should be limited to those persons who require it for the proper performance of their duties. All persons who are given access to confidential information must be made aware of its confidential nature and of their obligations to maintain confidentiality.

11.2 Insider Lists

The Company maintains insider lists for material projects, transactions, or matters that are not yet public. These lists record all persons who have been given access to inside information in relation to a particular matter. Insider lists are maintained by the Disclosure Officer and include:

• The name and position of each person with access to the information;
• The date on which access was granted;
• The reason for access (e.g., role in the transaction); and
• Confirmation that the person has acknowledged their confidentiality obligations.

11.3 Monitoring for Leaks

The Company monitors trading activity in its securities and media and analyst commentary for any indication that confidential information may have been disclosed. If there is evidence or reasonable suspicion that confidentiality has been lost:

• The Disclosure Officer must be notified immediately;
• An assessment must be made as to whether disclosure is required;
• If confidentiality has been lost, the information must be disclosed immediately; and
• An investigation may be initiated to determine the source of the leak.

11.4 Response to Media Speculation

Media speculation about the Company's affairs does not necessarily mean that confidentiality has been lost. The Company will assess each situation on its merits, considering:

• The specificity and accuracy of the media report;
• Whether the source of the information appears to be the Company or a third party;
• The impact of the report on trading in the Company's securities; and
• Whether there is a risk of a false market developing.

The Company will not generally comment on market speculation. However, where speculation is sufficiently specific and accurate to suggest a loss of confidentiality, or where ASX issues a query, the Company will make appropriate disclosure.

12.1 Documentation of Decisions

The Company maintains comprehensive records of all disclosure decisions. For each matter that is assessed for potential disclosure, records are kept of:

• The nature of the information considered;
• When the Company became aware of the information;
• The assessment of materiality and the reasons for that assessment;
• If an exception was relied upon, the reasons for that conclusion and the steps taken to maintain confidentiality;
• Details of any external advice obtained;
• The persons involved in the decision-making process; and
• The outcome, including details of any announcement made.

12.2 Retention Requirements

Records relating to disclosure decisions must be retained in accordance with the Company's document retention policy and applicable legal requirements. As a general rule, disclosure records are retained for a minimum of seven years. The Disclosure Officer is responsible for ensuring that disclosure records are maintained in a secure and accessible manner.

The following records are maintained:

• A register of all ASX announcements made by the Company;
• Documentation of disclosure assessments and decisions;
• Insider lists for material projects and transactions;
• Correspondence with ASX, including queries and responses; and
• Training records for employees on disclosure obligations.

13.1 Criminal Penalties

Contraventions of continuous disclosure obligations can result in serious criminal penalties under the Corporations Act. Section 674 and related provisions provide for:

• Individuals: Criminal penalties of up to $200,000 for intentional, knowing, or reckless failure to disclose;
• Corporations: Criminal penalties of up to $1,000,000; and
• Imprisonment: Individuals may also face imprisonment for serious contraventions.

13.2 Civil Penalties

In addition to criminal penalties, contraventions may attract significant civil penalties:

• Individuals: Civil penalties of up to the greater of $1,110,000 or three times the benefit obtained (or detriment avoided);
• Corporations: Civil penalties of up to the greater of $555,000,000, three times the benefit obtained, or 10% of annual turnover (capped at $2.5 billion); and
• Infringement notices: ASIC may issue infringement notices for alleged contraventions, providing for reduced penalties if paid within a specified period.

13.3 ASIC Enforcement

The Australian Securities and Investments Commission (ASIC) actively monitors and enforces compliance with continuous disclosure obligations. ASIC's enforcement powers include:

• Conducting investigations into suspected contraventions;
• Issuing infringement notices;
• Commencing civil penalty proceedings in the Federal Court;
• Referring matters for criminal prosecution; and
• Seeking disqualification orders against directors and officers.

13.4 Private Litigation Risk

Shareholders who suffer loss as a result of a contravention of continuous disclosure obligations may bring private legal action against the Company and responsible individuals. This includes:

• Class actions: Shareholder class actions seeking compensation for losses arising from delayed or misleading disclosure;
• Derivative actions: Actions brought on behalf of the Company against directors for breach of duty; and
• Individual claims: Actions by individual shareholders for damages.

14.1 Annual Review

This Policy will be reviewed at least annually by the Board of Directors to ensure that it:

• Remains compliant with all applicable laws, regulations, and ASX Listing Rules;
• Reflects current best practice in continuous disclosure;
• Is appropriate for the size, nature, and complexity of the Company's operations;
• Incorporates any lessons learned from disclosure matters during the year; and
• Addresses any feedback from ASX, ASIC, or external advisers.

14.2 Board Approval

Any amendments to this Policy must be approved by the Board of Directors. The Company Secretary is responsible for ensuring that:

• Proposed amendments are brought to the Board for consideration in a timely manner;
• The approved version of this Policy is published on the Company's website;
• All relevant personnel are notified of material changes to this Policy; and
• Training is provided to ensure understanding of any changes.