Board of Directors

MR. CAMERON MCRAE

NON EXECUTIVE INDEPENDENT CHAIRMAN (AUSTRALIA)

Cameron McRae was appointed Chairman of the Board in August 2018. For the majority of time since leaving Rio Tinto in late 2013 and before becoming chair, Cameron has been an Advisor to Kincora’s board, focusing on stakeholder relations, strategic direction and operations.

Cameron is currently an independent non-executive director of Erdene Resource Development, an executive director of the Business Council of Mongolia, and chairman of the International Advisory Panel (IAP) to the Minister of Mining and Heavy Industry of Mongolia. In 2016-17, Cameron was a director and executive chairman of TerraCom.

Cameron is a seasoned director, CEO and mining executive, having led the full development cycle in four countries and across three continents.

Cameron served a 28-year career with Rio Tinto, and in Mongolia was President of Oyu Tolgoi LLC and Rio Tinto’s country director (2010-13). In that role he led the construction and start-up of the then US$6 billion Oyu Tolgoi copper gold mine, located in the Southern Gobi, ahead of schedule, which at peak of construction had over 15,000 people employed on site. Mr. McRae was responsible for all aspects of the project including safety, strategy, construction, operations, growth initiatives and chair of the technical committee.

Cameron has led successful greenfield and brownfield construction projects, overarching business transformations and business improvement projects. At the corporate level, he has deep commercial/M&A experience and sat on a number of exploration and technical committees, including Oyu Tolgoi. Prior to Oyu Tolgoi, Cameron was CEO of Richards Bay Minerals in South Africa, Managing Director of Murowa Diamonds in Zimbabwe and Project Director for the Hail Creek Coking Coal Expansion project in Australia. Prior to 2004, Cameron held commercial and project leadership roles, both at Corporate and Business Unit level. In 1995, he was a key team member responsible for the A$29 billion merger of CRA and RTZ into the dual listed Rio Tinto (which was the world’s largest merger at the time).

Cameron was granted an Executive MBA from Monash University and Mount Eliza


MR. JOHN HOLLIDAY

INDEPENDENT NON-EXECUTIVE DIRECTOR, NON-EXECUTIVE CHAIRMAN OF TECHNICAL COMMITTEE (AUSTRALIA)

John Holliday has 45 years’ experience in metals exploration including with BHP Minerals and Newcrest Mining where he rose to the positions of Chief Geoscientist and General Manager, Property Generation. More recently John has been a consultant and junior company director. Mr. Holliday was a consultant geologist to Kincora from mid-2015 becoming chairman of the then newly formed Technical Committee in November 2016 before joining the board in January 2017.

John was a principal originator, discoverer and site manager for the Tier 1 Cadia gold-copper porphyry and the Marsden copper gold porphyry deposits in the Macquarie Arc of the Lachlan Fold Belt, NSW. He was also a principal geological advisor for Newcrest on the acquisition of significant projects including Cadia, Namosi Fiji and Wafi-Golpu, PNG. Mr Holliday has a track record of success in global gold copper deposit exploration, discovery and evaluation, and is based near Orange, NSW in the Macquarie Arc.

John has a geophysics and geology honours degree from Macquarie University and economics/politics degree from Sydney University. He is a member of the Australian Institute of Geoscientists, the Australian Society of Exploration Geophysicists and the Society of Economic Geology, and is a Qualified Person for the purpose of NI 43-101 and a Competent Person for the purpose of JORC compliance.


MR. RAY NADARAJAH

INDEPENDENT NON-EXECUTIVE DIRECTOR, CHAIRMAN OF AUDIT AND REMUNERATION COMMITTEES (HONG KONG)

Ray Nadarajah was appointed director in May 2018. Ray is a seasoned finance executive and investor with extensive experience in the infrastructure and natural resources sector in both developed and emerging markets, including in both Australia and Mongolia.

Ray is currently a principal with Global Infrastructure Partners based in Hong Kong, and formerly managing director of TPG Capital, both responsible for infrastructure investments across emerging markets.

Ray worked at Rio Tinto where he held a number of senior strategic and commercial roles, including Head of the Office of the CEO, General Manager of Corporate Development, Director of Business Development for China and Head of Business Development for Oyu Tolgoi in Mongolia.

Ray began his career as an investment banker across Sydney, Hong Kong and Beijing with Citi and Goldman Sachs where he advised on M&A and capital market transactions worth over $20 billion across the natural resources, infrastructure, diversified industrials and telecom sectors.

Ray holds a double degree in actuarial studies and finance from the Australian National University and has undertaken executive education from the Harvard Business School. He has worked in over 25 countries, is fluent in Mandarin Chinese and Tok Pisin, and is a non-executive director of New Frontier Exploration.


MR. LEWIS MARKS

INDEPENDENT NON-EXECUTIVE DIRECTOR (MONGOLIA)

Lewis Marks was appointed director in July 2018. Lewis is a former practicing and currently registered New York lawyer, who has lived in Asia for almost 40 years, including in Mongolia for most of the last 18 years, with extensive experience across the natural resource sector.

Lewis is a director of Tsast Impex LLC, the second largest construction company in Mongolia. He is also a former director of Steppe Gold Limited, which in May 2018 completed a $25 million IPO on the TSX.

From 2002, Lewis has been a managing member of MIC Global Partners LLC and a director of the LIM Japan Fund until December 2019, and since an advisor to LIM Advisors. Until recently Lewis was a long-standing director of CBH Resources Limited, which has mining and exploration interests in NSW, Australia.

Lewis earned his Bachelor of Science in Foreign Service at the School of Foreign Service, Georgetown University in Washington, D.C. and his Juris Doctor from the School of Law, State University of New York at Buffalo. Lewis is fluent in Mandarin Chinese, Japanese, Mongolian and German.


MR. JONATHAN (SAM) SPRING

EXECUTIVE DIRECTOR, PRESIDENT AND CEO, MEMBER OF THE TECHNICAL COMMITTEE (AUSTRALIA)

Sam Spring has been the President and CEO of Kincora Copper, as a TSX-V listed entity, since April 2013 having joined the Company in September 2012. During his time at Kincora, Sam has successfully led four corporate transactions including the pivot from a Mongolian to Australian asset portfolio and exploration strategy, built an industry-leading technical team and board, attracted a strong shareholder register and lead the dual listing onto the ASX.

Sam is Vice Chair of the Business Council of Mongolia’s (BCM) Resources and Environment Working Group, and a member of the International Advisory Panel (IAP) to the Minister of Mining and Heavy Industry of Mongolia. He was nominated for “Chief Executive of the Year – Exploration” award at Mines & Money London (December 2017).

Prior to Kincora, Sam was recognised as one of the leading European Metals and Mining research analysts, having won the Association of Mining Analysts (UK) Equity Mining Analyst of the Year, with multi-disciplinary financial service sector experience, including with the Goldman Sachs Group and Ocean Equities Ltd.

Sam is a CFA Charterholder and a Chartered Accountant (ICAA) and earned his Bachelor of Commerce degree at the University of Melbourne.


The Board is responsible for the overall corporate governance of the Company. We are committed to high standards and are accountable to our shareholders. This responsibility is applied in a manner that meets the standards of the jurisdictions and communities we operate in.

The Board leverages off the directors’ exploration, finance and operational experience gained internationally and in Australia.

The Company’s Technical Committee includes Sam Spring (CEO), John Holliday (chair of the Technical Committee) and Peter Leaman (Senior Vice President).

The Company’s Audit Committee includes Ray Nadarajah (chair of the Audit Committee), Lewis Marks (Non-Executive Director) and Sam Spring (CEO).

The Company’s Remuneration Committee includes Ray Nadarajah (chair of the Remuneration Committee) and Cameron McRae (Non-executive chairman).

The Company has assessed the independence of its Directors having regard to the requirements for independence (as set out in Principle 2 of the ASX Corporate Governance Principles and Recommendations for Australian listed entities (ASX Corporate Governance Principles)) and has determined that Mr John Holliday, Mr Cameron McRae and Mr Ray Nadarajah are independent directors.

The Company has determined that Mr Spring is not an independent Director due to his role as CEO of the Company and Mr Lewis Marks is not considered independent as he is a nominee Director representing the Company’s largest shareholder, LIM Asia Special Situations Master Fund Limited.

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