Boart Longyear : 2021 Corporate Governance Statement & Appendix 4G

Boart Longyear Group Ltd.

Incorporated under the laws of Ontario, Canada

Ontario Corporation No. 002854330

ARBN 652 848 103

ASX ANNOUNCEMENT (ASX:BLY)

20 April 2022

ASX Markets Announcement Officer Exchange Centre

20 Bridge Street Sydney NSW 2000

BY ELECTRONIC LODGEMENT

2021 CORPORATE GOVERNANCE STATEMENT & APPENDIX 4G

Please find attached for release to the market, Boart Longyear Group Limited's 2021 Corporate Governance Statement & Appendix 4G.

Authorised for lodgement by: Nicholas R. Nash

Company Secretary

About Boart Longyear

Established in 1890, Boart Longyear is in its 132nd year as the world's leading provider of drilling services, orebody-data-collection technology, and innovative, safe and productivity-driven drilling equipment. With its main focus in mining and exploration activities spanning a wide range of commodities, including copper, gold, nickel, zinc, uranium, and other metals and minerals, the company also holds a substantial presence in the energy, oil sands exploration, and environmental sectors.

The Global Drilling Services division operates for a diverse mining customer base with drilling methods including diamond coring exploration, reverse circulation, large diameter rotary, mine dewatering, water supply drilling, pump services, production, and sonic drilling services.

The Geological Data Services division utilises innovative scanning technology and down-hole instrumentation tools to capture detailed geological data from drilled core and chip samples. This valuable orebody knowledge gives mining companies the ability to make timely decisions for more efficient exploration activities.

The Global Products division offers sophisticated research and development and holds hundreds of patented designs to manufacture, market, and service reliable drill rigs, innovative drill string products, rugged performance tooling, durable drilling consumables, and quality parts for customers worldwide.

2442 South Sheridan Way Mississauga, Ontario L5J 2M7 Canada

P: +1 905-822-7922 · TOLL FREE: + 1 800-453-8740

E:info@boartlongyear.com· W:www.boartlongyear.com

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ASX ANNOUNCEMENT (ASX:BLY)

Boart Longyear is headquartered in Salt Lake City, Utah, USA, and listed on the Australian Securities Exchange in Sydney, Australia (ASX:BLY). More information about Boart Longyear can be found atwww.boartlongyear.com.To get Boart Longyear news direct, follow us onTwitter,LinkedIn andFacebook.

This Corporate Governance Statement (Statement) sets out the key features of Boart Longyear Group Ltd.'s (Boart Longyear or the Company) and its affiliated companies' (Group) governance framework and reports against the ASX Corporate Governance Council's Corporate Governance Principle and Recommendations (4th edition) (ASX Guidelines). Unless otherwise noted, the Company has followed all of the best practice recommendations set out in the ASX Guidelines at all times during the year. This Statement is current as at 20 April 2022 and has been approved by the Board of Directors of the Company.

For context, as announced to the Australian Securities Exchange (ASX) on 24 September 2021, Boart Longyear implemented a previously announced Creditors' Scheme (Recapitalisation) that substantially reduced the Company's debt, strengthened its balance sheet, lowered interest expense, and enhanced the liquidity of the Company to support operations and future growth. Pursuant to the terms of the Recapitalisation, $829.7 million of debt and accrued interest costs were cancelled in exchange for the Company's equity.

Related to such Recapitalisation, on 8 September 2021, the re-domiciliation of the Company to Canada was approved by the Company's shareholders. In accordance with the terms of the re-domiciliation, on 5 October 2021, Boart Longyear Group Ltd. acquired all the issued shares in Boart Longyear Limited from existing Boart Longyear Limited shareholders and subsequently listed on the ASX, resulting in Boart Longyear Group Ltd. becoming the listed and parent entity of the Group (ASX:BLY). Such changes have been accounted for herein as a continuation of the existing business.

The Board is committed to conducting the Company's business in accordance with high standards of corporate governance. The Board has adopted an appropriate system of internal controls, risk management framework and corporate governance policies and practices.

The Company's corporate governance policies and its Board and committee charters may be found on the Company's website athttps://www.boartlongyear.com/company/corporate-governance/, in accordance with Recommendation 6.1 of the ASX Guidelines.

The Board of Directors

Go toBoard of Directors Charter

The Board is responsible for verifying and approving the strategic goals of Boart Longyear and for oversight of management and direction of the Company's global business strategy, with the ultimate aim of increasing shareholder value.

In accordance with Recommendation 1.1 of the ASX Guidelines, the Board has in place a formal charter for the effective operation of the Board. The charter sets out:

• • the Board's composition requirements;

• • the term of office for directors;

• • processes for evaluating director and Board performance;

• • the role and responsibilities of the Board Chair;

• • the Board's functions and responsibilities, including matters specifically reserved for the Board;

• • the authority delegated to the Chief Executive Officer and Company management;

• • the Board's criteria for assessing director independence; and

• • other administrative provisions.

The key functions and responsibilities of the Board include:

• • defining the Company's purpose, providing strategic direction to management and approving the Company's global business strategies and objectives;

• • approving the Company's Statement of Values andCode of Business Conduct;

• • monitoring the operational and financial position and performance of the Company, including approving budgets and business plans;

• • monitoring the Company's capital structure (including debt capacity and liquidity);

• • reviewing management's recommendations regarding the Company's funding requirements and available sources of funding, and any alternatives the Board considers appropriate;

• • reviewing the prudence of gearing levels, interest cover and compliance with banking and other financial covenants;

• • satisfying itself that financial and other reporting mechanisms are put in place which result in adequate, accurate and timely information being provided to the Board and Boart Longyear's shareholders and the financial market as a whole being fully informed of all material developments relating to the Company;

• • reviewing the composition, diversity, performance and compensation of the Board and management, including planning for executive succession;

• • overseeing the risk appetite for the Company (for both financial and non-financial risks, including environmental and social risks) and taking reasonable steps designed to ensure that management establishes a sound risk management framework, including, in consultation with the Audit and Risk Committee and the Governance, Safety and Sustainability Committee, reviewing the framework at least annually;

• • reviewing the cyber security risks faced by the business and taking reasonable steps designed to ensure that management establishes a sound framework to reasonably address such risks, including, in consultation with the Audit and Risk Committee

• • overseeing appropriate procedures to ensure compliance with applicable laws, governmental regulations (including tax requirements) and accounting standards;

• • reviewing from time to time, the Company's internal compliance procedures so that the Company's business is conducted in an open and ethical manner in accordance with the Company's values and policies and in accordance with the Company's duties and obligations under Work Health and Safety legislation;

• • establishing, disclosing and implementing the Company's diversity policy;

• • reviewing and, to the extent necessary, amending the Board and Committee Charters regularly;

• • reviewing the Company's health and safety program to ensure that management establishes a sound framework including in consultation with the Governance, Safety and Sustainability Committee;

• • approving the compensation of the Chief Executive Officer in consultation with the Remuneration, Nomination and Human Resources Committee;

• • determining the level of authority delegated to the Chief Executive Officer and Company management; and

• • whenever required, challenging management and holding it to account.

The Board has delegated to the Chief Executive Officer and to the Company's executive management responsibility for managing the business of the Company in compliance with Board policies, legal requirements and the fundamental standards of ethics and integrity reflected in the Company'sCode of Business Conduct. The Board policies and charter set clear thresholds for management authority and ensure accountability to, and oversight by, the Board and/or its committees for the approval of specific matters, including remuneration of senior executives, changes to the Company's share capitalisation, declaration of dividends, the Company's annual operating budget, material acquisitions and divestitures and changes to corporate strategy. Delegations are periodically reviewed by the Board and may be changed by the Board at any time.

In accordance with Recommendation 1.4 of the ASX Guidelines, the Board is also assisted by the Company Secretary, who are directly accountable to the Board through the Chair on all matters to do with the proper functioning of the Board and compliance with ASX Listing Rules and Guidelines.

Composition of the Board

Go toBoard of Directors

The Board currently comprises seven non-executive directors and one executive director. The Company's Constitution provides for a minimum of three and maximum of nine Directors (excluding alternate directors). The Board continues to hold a diverse range of skills and experiences to act effectively and in the best interests of the Company's shareholders.

The Company's current executive director is Mr. Jeffrey Olsen, President and Chief Executive Officer (CEO) of the Company.

Skills and diversity of the Board

In accordance with Recommendation 2.2 of the ASX Guidelines, the Board, with the assistance of its Remuneration, Nomination and Human Resources Committee, regularly assesses the skills and diversity of the Board and considers whether the Board's composition and mix of skills are sufficient for the Board to competently discharge its responsibilities and meet its objectives. The Board has determined that together, Board members have a broad range of skills, extensive experience and knowledge and sufficient diversity necessary to oversee the Company's business.

The following Board skills matrix demonstrates the skills, experience and diversity of the directors in office as at the date of this Statement.

Other Senior Management Roles (C-Level)

75% 87.5%

Finance

100%

Accounting Marketing

100%

100%

Human Resources

100%

Information Technology

100%

Legal 75%

R&D and Technology 75%

Director independence

Go toBoard of Directors Charter

In accordance with Recommendation 2.3 of the ASX Guidelines, the Company recognises that a majority of its directors should be independent, and the Board reviews director independence at least annually. In assessing the independence of non-executive directors, the Board has considered the criteria detailed in the Board Charter and the ASX Guidelines including, whether a director:

• • is, or has been, employed in an executive capacity by the entity or any of its child entities and there has not been a period of at least three years between ceasing such employment and serving on the board;

• • receives performance-based remuneration (including options or performance rights) from, or participates in an employee incentive scheme of, the entity;

• • is, or has been within the last three years, in a material business relationship (e.g. as a supplier, professional adviser, consultant or customer) with the entity or any of its child entities, or is an officer of, or otherwise associated with, someone with such a relationship;

• • is, represents, or is or has been within the last three years an officer or employee of, or professional adviser to, a substantial holder;

• • has close personal ties with any person who falls within any of the categories described above; or

• • has been a director of the entity for such a period that their independence from management and substantial holders may have been compromised.

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