1.BOARD OF DIRECTORS

1.1. Roles and Responsibilities.

The Board Charter outlines the Board's authority and responsibilities to determine all matters relating to the strategic direction and the operation of  the Company including guiding the management in establishing goals policies and practices. The monitoring and ultimate control of the business of the Company is vested in the Board which is specifically responsible for the following:

• Appointment, evaluation, rewarding and if necessary the removal of  Managing Director, Chief Financial Officer and the Company Secretary;
• In conjunction with management, the development of corporate objectives, strategy and operational plans and approving and appropriately monitoring plans, new investments, major capital and operating expenditures, capital management, acquisitions, divestitures and major funding activities;
• Establishing appropriate levels of delegation to the Managing Director to allow him to manage the business efficiently; 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;
• Monitoring the performance of senior management including the implementation of strategy, and ensuring appropriate resources are available;
• Via management, an appreciation of areas of significant  business risk and ensuring that the Company is appropriately positioned to manage those risks;
• Overseeing the management of safety, occupational health  and environmental matters;
• 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;
• 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;
• Ensuring that appropriate internal and external audit  arrangements are in place and operating effectively;
• 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 reporting to shareholders.

In conjunction with Management, the Board of Directors ensures that the Company acts legally and responsibly on all matters.

As determined by the Company's Corporate Governance Policies, the role of the Chief Executive Officer and Managing Director will be performed by only one person given the Company's current scope and present size. The responsibility for the day-to-day  management 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 the responsibilities effectively and periodically asses .the performance of the executive management.

The following mechanisms are in place to ensure the alignment  of Management's objectives with the objectives of the Board:

• Board approval and monitoring of a strategic plan.
• Approval of annual and semi-annual budgets and monitoring actual performance against budget.
• Presentations to the Board by financial, operations, exploration and marketing management.
• In the spirit of transparency and trust, there will be regular reporting and open dialogue between the Managing Director and the Board.

1.2. Membership

The Board currently comprises five members; including the  Chairman and independent Non-Executive Directors.

With the majority of the Board holding Non-Executive positions, the Board ensures it has extensive access to management and maintains a regular dialogue with the Senior Management team. In addition, the CEO/Managing Director and the Chief Financial Officer attend monthly Board meetings where they make presentations and participate in discussions.

At present AGI believes the composition is the most appropriate for the current level of business operations.

1.3. Skills, Knowledge, Experience and Attributes of Directors

The Board considers that a diverse range of skills, experience and knowledge are fundamental to achieve its objectives. The Board ensures that, collectively, it has the appropriate mix of skills and experience necessary to properly fulfill its responsibilities, including:

• Accounting and finance;
• Business development and risk management; Industry and public company experience; and
• Depth of understanding of the role and legal obligations of director.

The current Board brings to AGI a diverse range of skills and experience. The Board comprises of chartered accountants, mining engineers and geologists each with considerable experience in the areas of mining, corporate advisory, financial management and accounting. The skills, experience and expertise relevant to the position of each Director who is in office at the date of the this report and their term of office are detailed in the section of Board members & Key personnel. Members of the Board are encouraged and endeavor to continually improve their skills and industry knowledge.

1.4. Chairman

The role of the Chairman is to ensure that the Board operates in accordance with the Board Charter and ensures that the interests of the shareholders are maintained. The Chairman facilitates communication between the Board and the Managing Director, represents the Board to shareholders, initiates discussion and debates at Board meetings and plays a lead role in assessing the composition of skills and experience of the Board.

1.5. Fiduciary Duties

All the directors have a fiduciary relationships with the share holders 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.

1.6. Duties of Directors

Each  director must endeavor to ensure that the company is properly managed so as to protect and enhancing the interests of share holders. To this end, directors need to devote sufficient time and effort to understand the Company's operations. Directors should ensure that shareholders and the AGI are informed of all material matters which require disclosure and avoid or fully disclose conflicts of interest.

1.7. 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:

• Eliminate the conflict; or
• 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.

1.8. Independence

The AGI Corporate Governance recommendations are used as a guideline to determine the independent status of a director.

An independent director:

• Is not a substantial shareholder of the Company;
• Is not employed or has not been previously employed in an  executive capacity by the Company or the Group in the last three years;
• Has not been a principal or key employee or a material professional advisor or consultant to the Company or another group member within the last three years;
• Is not and is not associated with any material customer or supplier or otherwise has a material contractual relationship with the Company or Group.

1.9. Terms of Appointment

Each Director on the Board is bound by the terms and conditions of their Director contracts, these contracts clearly define their roles and responsibilities as Directors.

The Directors are required to perform their fiduciary duties with due care and skill and they are required to spend sufficient time in performance of these duties, as outlined in their contracts.

The contractors require Director to disclose any conflicts of interest or any changes in interest that would be received to affect their independence.

1.10. Independent Advice

The Directors have the right to seek independent professional  advice on matters relating to their position as Directors of the Company at the Company expense, subject to the prior approval of the Chairman, which shall not be reasonably withheld.

1.11. Remuneration Policy

The Remuneration policy governs the remuneration practices of the Company. The Remuneration Committee shall review and reassess the policy at least annually and obtain the approval of the Board.

Refer to the Remuneration Report for the details of the remuneration policies.

1.12. Security Trading Policy

The Company has a Security Trading Policy which regulates  dealings by Directors, officers and employees in securities of the Company. The policy restricts Directors and employees from acting on inside information until it has been released to the market and adequate time has been given for this to be reflected in the security's price. All dealings in securities must be disclosed to the Company Secretary.

1.13. Meetings

The Board holds monthly Board meetings.

Any Director may call a meeting of the Board of Directors by giving  reasonable notice to the members of the Board. The meetings held allow the Directors to fulfill their duties as Directors and devote sufficient time and attention to the Company.

During the year ended 30 June 2013, 16 Board meetings were  held. Attendance by the Directors at Board and Board Committee meetings is disclosed in the Directors' report. The Chief Financial Officer and senior management personnel are invited to attend the Board meetings to present key operational and financial information.

1.14. Company Secretary

The Company Secretary facilitates the Board in fulfilling its roles by ensuring Board procedures are complied with and advises on corporate governance matters.

1.15. Review, Re-election and Renewal

In accordance with the constitution of the Company, the Directors (other than the CEO/Managing Director) must offer themselves for re-election by shareholders at least every three years. The Board does not specify the maximum term for which a director can hold office.

2. BOARD COMMITTEES

The Board has established Board Committees to assist it in delegating its authority to effectively carry out its corporate governance objectives.

• The Board of AGI has the following Board Committees:
• Remuneration Committee
• Audit Committee
• Risk Management Committee

The Board has not established a Nomination Committee at this time. Until such time as the Board determines that it is appropriate to establish a Nomination Committee, the function of the Nomination Committee as set out in the Board Charter will be performed by the Board.

2.1. Remuneration Committee

The Remuneration Committee was established to perform the following principle functions:

• To review and recommend to the Board the overall strategies in relation to executive remuneration policies;
• To review and make recommendations to the Board in respect
• of the compensation arrangements for the executive management and Non-Executive Directors;
• To review the effectiveness of performance incentive plans; and
• 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 formulate policies surrounding the Company's general approach to remuneration and will oversee the implementation of these policies.

2.2. Audit Committee

The primary function of the Audit Committee is to assist the Board in fulfilling its responsibilities relating to the accounting and reporting practices of the Company.

The Committee will:

• Oversee, co-ordinate and appraise the quality of the audits
• conducted by the Company's external auditors;
• Determine the independence and effectiveness of the external auditors;
• Maintain open lines of communications among the Board and the external auditors to exchange views and information, as well as confirm their respective authority and responsibilities;
• 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
• Review the adequacy of the reporting and accounting controls of the Company.

2.3. Risk Management Committee

The Risk Management Committee determines the Company's risk profile and is responsible for overseeing and approving the risk management strategy and policies, internal compliance and internal control. The Company's process of risk management, internal compliance and control includes:

• Establishing the Company's goals and objectives, and implementing and monitoring strategies and policies to achieve these goals and objectives;
• 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;
• Formulating risk management strategies to manage identified
• risks and designing and implementing appropriate risk management policies and internal controls; and
• 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.

To mitigate these risks, the Company has developed a range of

risk management policies and procedures including monthly board meetings weekly reports setting out operational and financial updates that are circulated to the Board, periodic audits, and a rigorous appraisal and approval process of project performed by Management and Board.

It is the responsibility of both the CEO/Managing Director and the Chief Financial Officer to provide written assurances to the Board that in all material respects:

• The financial reports submitted to the Board represent a true and fair view of the Company's financial condition and operational results; and
• The Company's risk management and internal compliance and control system is operating efficiently and effectively.

3. CODE OF CONDUCT

The Company has approved a Code of Conduct policy that is part of its Board Charter. The policy aims to encourage the appropriate standards of conduct and behavior of the directors, officers, employees and contractors (collectively called the employees) of the Company.

The General principles of the Code ensure:

• 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;
• Employees must recognize that their primary responsibility is to the Company's shareholders as a whole;
• Employees must not take advantage of their position for personal gain, or the gain of associates;
• Directors have an obligation to be independent in their judgments;
• 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; and

Employees have an obligation, to comply with the spirit as well as the letter, of the law and with the principles of the Code of Conduct;

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

The Company is committed to conducting all it’s operations in a manner which:

• Protects the health and safety of all employees, contractors and community members;
• Recognizes, values and rewards the individual contribution of each employee;
• Achieves a balance between economic development maintenance of the environment and social responsibility;
• Maintains good relationships with suppliers and the local community; and
• 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.

This policy is reviewed annually.

4. MARKET DISCLOSURES

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

A Continuous Disclosure Policy is in place, which outlines the disclosure obligations of the Company as required under the Company’s Act and the securities exchange listing rules. The policy ensures that procedures are in place so that the stock market in which the Company's securities are listed is properly informed of price sensitive matters.

The CEO/Managing Director and company secretary have been appointed as the Company's disclosure officers responsible for implementing and administering the continuous disclosure Policy

and have the primary responsibility for communication with shareholders. Information is communicated to shareholders through:

• Continuous disclosure to the relevant security exchanges
• of all material information;
• Periodic disclosure through the annual report, interim financial  report and quarterly reporting of exploration, production and corporate activities;
• Notices of meetings and explanatory material;
• Operational updates and progress reports;
• The annual general meeting; and
• The Company's website.

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

The Company believes that communicating with shareholders by electronic means, particularly through its website, is an efficient way of distributing information in a timely and convenient manner. The website contains the annual, half yearly and quarterly reports, Securities exchange announcements and Company presentations. All website information will be continuously reviewed and updated to ensure that information is current, or appropriately dated and archived.

 Written Communication and the Annual Report

Shareholders have been given the opportunity to elect to receive a printed or electronic copy of the annual report from the Company.

In addition, the company publishes its annual report on the company’s website and notifies all shareholders of the web address where they can access the annual report.

Annual General Meetings

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

• Notices of meetings are distributed to shareholders in accordance with the provisions of the Company’s Act ;
• Notices of meeting and other meeting material are drafted in concise and clear language;
• 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;
• Notices of meetings encourage participation in voting on proposed resolutions by lodgment of proxies, if shareholders are unable to attend the meeting;
• It is general practice for a presentation on the Company's activities to be made to shareholders at each annual general  meeting; and
• 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.

5. DIVERSITY

The Board of AGI believe that diversity in the Board and Senior Management is necessary to achieve the Company's objectives. The Board is currently assessing its current practices to account for diversity of key management personnel. In line with the recent corporate governance proposals and depending on the results of the assessment, the Board will amend current policies to formalize diversity considerations into a plan to take into account diversity criteria including race, gender and geographic location.

6. CONFORMANCE WITH CORPORATE GOVERNANCE STANDARDS

AGI’s compliance with the governance standards imposed by the Company’s Act of United states of America and the Securities exchange Listing Rules and the recommendations provided by the American Securities Investments Commission policy and the Corporate Governance Council's Corporate Governance Principles and recommendations are summarized in this Corporate Governance Statement.

The Board is required to consider the application of the relevant corporate governance principles, while recognizing the departures from those principles, where appropriate in some circumstances. Compliance and any deviations from the Corporate Governance standards and recommendations have been disclosed in this Corporate Governance Statement.

Further information relating to the Company's corporate governance practices and policies have been made publicly available on the Company's website at www.anviglobal.com.