copy of mike joyce reply to very low rating

Thank you for your email regarding Giralia's Corporate Governance rating.
Obviously the Company is not satisfied with its low ranking in this survey of compliance in several key areas of the recommendations, however there are mitigating circumstances. The study assessed 2008 Annual Reports, and Giralia had lodged a typical "small company" report, relying on "if not why not " explanations of areas in which the recommendations were not followed, and then suddenly found itself rated in the top 250 companies after some transformational transactions last year. The survey found Giralia's report did not meet the recommendations for board composition and independence, and not having separate audit, remuneration and nomination committees in place . Giralia's disclosure of the important issues of related-party transactions, auditor independence and policies on share trading were adequate. By simply having the full Board act as separate Nomination, Audit and Remuneration Commmittees, and documenting this , Giralia would have dramtically improved its "rating". This process is now in place. Giralia has a 3 man Board and has always had the full Board fulfill these other functions. The Company's only area of non-compliance with the recommendations is now Board composition and independence. At this stage in Giralia's development we do not regard it as in shareholders interests to either significantly enlarge the board, or to replace existing committed executive and non-independent directors with idependent non-execs.

regards
Mike Joyce
Giralia Resources NL
Level 2/ 33 Ord Street
West Perth WA 6005
ph. 08 9481 4440
fax 08 9321 0070