Alderan Resources Limited
ABN 55 165 079 201
Annual Consolidated Financial Report
30 June 2018
Contents
Corporate Information
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Corporate Governance
Tenement Schedule
ASX Additional Information
Alderan Resources Limited
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2
CORPORATE INFORMATION
ABN 55 165 079 201
Directors
Mr. Nicolaus Heinen
Mr. Christopher Robert Wanless
Mr. Frank David “Bruno” Hegner
Mr. Ernest Thomas Eadie
Company Secretary
Mr. Brett William Tucker
Registered Address
Ground Floor, 16 Ord Street
West Perth WA 6005
Telephone: 08 9482 0560
Fax: 08 9482 0505
Principal Place of Business
Ground Floor, 16 Ord Street
West Perth WA 6005
Telephone: 08 9482 0500
Fax: 08 9482 0505
Solicitors
Allion Partners Pty Limited
Level 9, 863 Hay Street
Perth WA 6000
Telephone: 08 9216 7100
Bankers
National Australia Bank
1232 Hay Street
West Perth WA 6005
Auditors
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade
Perth WA 6000
Telephone: 08 9261 9100
Share Registry
Automic Share Registry Pty Ltd
Level 3, 50 Holt Street
Surrey Hills NSW 2010
Telephone: 1300 288 664 (within Australia)
+61 (0) 2 9698 5414 (outside Australia)
+61 (0) 8583 3040
Alderan Resources Limited
3
Alderan Resources Limited
DIRECTORS’ REPORT
The Directors of Alderan Resources Limited (“the Company”) present their report on Alderan Resources Limited and its
subsidiaries (“the Group”) for the year ended 30 June 2018.
Directors and Officers
The names of the directors and officers who held office during or since the end of the year and until the date of this report
are as follows. The Directors held office for the full year unless specified below.
Position
Date appointed / resigned
Mr. Nicolaus Heinen
Non-executive Chairman
Appointed on 1 March 2015
Mr. Christopher Robert Wanless Executive Director
Appointed on 31 July 2013
Mr. Donald Charles Smith
Executive Director
Appointed on 5 October 2016
Resigned 20 October 2017
Mr. F. D. Hegner
Executive Director
Appointed on 1 November 2017
Mr. Ernest Thomas Eadie
Non-executive Director
Appointed on 23 January 2017
Mr. Brett William Tucker
Company Secretary
Appointed on 19 October 2016
Current Directors and Officers
Mr. Nicolaus Heinen
Non-Executive Chairman
Qualifications: BSc (Hon.) in Economics from the London School of Economics (LSE) and an MA in War Studies
from King’s College, London
Mr. Heinen is the founder and managing partner of Belgrave Capital Ltd, a London based investment management firm.
He has been actively involved in the natural resources sector since 2004.
Mr. Heinen joined private bank Sal. Oppenheim jr. & Cie. In 1992 as a founding member of its Corporate Finance team.
From 1996-98, he co-managed the bank’s UK institutional equity brokerage arm. From 1999-2004, he was managing
partner of Rhein Trust, an investment company specialised in venture capital, pre-IPO investments and real estate.
In 2004, he founded Mongold Mining Inc., a gold exploration and mining company which developed one of Mongolia’s
largest conglomerate gold deposits. As its CEO, he oversaw the acquisition of the assets, exploration, capital raising and
development towards mine production. In 2005, he founded Universal Copper International Inc., which discovered, explored
and developed one of Monoglia’s largest VMS-style copper deposits (“White Hill”). He served as the company’s CEO until
its acquisition by Kerry Mining Group, Singapore in mid-2008. During his tenure, he was responsible for building up the
company form a greenfield project into an advanced exploration/development project. His responsibilities included the
financial structures, substantial capital raisings as well as
creation and
financial/operational controlling. He structured and managed the sale of the Company.
implementation of operational and
Other investments have included private equity transactions in various engineering companies as well as real estate.
Mr. Christopher Robert Wanless
Executive Director
Qualifications: Degree in Law and a Bachelor’s Degree in Economics both from Monash University, Melbourne
Mr. Wanless has been involved in the resources sector for over 10 years in various management roles and as an investor,
Director and entrepreneur. Mr Wanless was previously a founding Director and initial Managing Director of General Mining
Corporation Ltd and oversaw its establishment, secured its projects and managed the IPO and listing on the ASX,
whereafter he became a non-executive director.
Mr. Wanless founded Alderan in 2013 and has identified and secured the Company’s projects and managed all aspects of
the business and company. Mr Wanless previously worked for infrastructure consulting firm, The Peron Group (acquired
by Coffey International) as a consultant.
He is a director of Quaalup Investments Pty Ltd, a private resource and technology investment company.
4
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
Current Directors and Officers (continued)
Mr. Frank D. Hegner
Executive Director
Qualifications: Bachelor of Arts in Russian History from Fort Lewis College; Juris Doctor from the University of
Denver College of Law
Mr Hegner has more than 25 years of experience as a corporate manager and executive. He was previously Managing
Director of Rio Tinto’s Copper Projects Group and Vice-President / General Manager of Resolution Copper Company in
Arizona USA. Mr Hegner has significant experience in management and development of major copper projects around the
world including land titles, permitting, acquisitions, governmental relations, cost management, project management and
operations. Mr. Hegner has also been a consultant to private equity groups on mineral development projects. He has
extensive experience serving on the Board of Directors of both non-profit and publicly-traded entities.
Mr. Ernest Thomas Eadie
Non-Executive Director
Qualifications: Bachelor of Science (Hons) in Geology and Geophysics from the University of British Columbia, a
Master of Science in Physics (Geophysics) from the University of Toronto and a Graduate Diploma in Applied
Finance and Investment from the Security Institute of Australia. He is a Fellow (and past board member) of the
AusIMM and a Member of the Financial Services Institute of Australasia (FINSIA).
Mr Eadie is a well-credentialed mineral industry leader and explorer with broad experience in both the big end and small
end of town. He was the founding Chairman of Syrah Resources, Copper Strike and Discovery Nickel as well as a founding
Director of Royalco Resources. At Syrah, he was at the helm during acquisition, discovery and early feasibility work of the
huge Balama graphite deposit in Mozambique which started production in early 2018. Copper Strike, where he was also
Managing Director for 10 years, made several significant copper/gold and lead/zinc/silver discoveries in North Queensland,
while Discovery Nickel (later to be renamed Discovery Metals), found and developed the Boseto copper deposit in
Botswana. Prior to this, Mr. Eadie was Executive General Manager of Exploration and Technology at Pasminco Limited,
at the time the largest zinc producer in the world. This came after technical and later management responsibilities at
Cominco and Aberfoyle in the 1980s.
Mr. Donald Charles Smith (Resigned 20 October 2017)
Former Director
Qualifications: Bachelor of Science from Newcastle University and a Master of Business Administration from the
Australian Institute of Business. Mr Smith is a member of the Australian Institute of Mining and Metallurgy
(AusIMM) and Australian Institute of Geoscientists (AIG)
Mr. Smith is a geologist and entrepreneur with over 20 years in the mining industry. He has worked in operational, project
development, exploration and consultant roles for junior through to multinational resource firms in projects spanning 10
countries and numerous commodities including: base metals, precious metals and energy minerals. Mr Smith was
previously a founding director of Platypus Resources and BK Gold Mines in which he was involved in the companies’
formation, project acquisition, development and corporate affairs from capital raising, incorporation and management. He
is currently involved with several start-ups including as a director of GoldCat Resources Ltd.
Mr. Brett William Tucker
Company Secretary
Qualifications: Bachelor of Commerce, Accounting & Finance, University of Western Australia and Graduate
Diploma of Applied Finance, Member of the Chartered Accountants in Australia & New Zealand
Mr Tucker has acted as Company Secretary to a number of ASX listed and private companies and has been involved in
numerous public corporate acquisitions and transactions. Mr. Tucker is a Chartered Accountant with a strong corporate
and compliance background gained from experience in an international accounting practice, working both audit and taxation
across a wide range of industries.
5
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
Directors’ Interests
Interests in the shares, options and performance rights of the Company and related bodies corporate
The following relevant interests in shares, options and performance rights of the Company or a related body corporate were
held by the Directors as at the date of this report.
Directors
Nicolaus Heinen1
Christopher Robert Wanless
F.D. Hegner
Ernest Thomas Eadie
Total
Number of fully paid
ordinary shares
Number of options over
ordinary shares
Number of performance
rights
1,182,501
11,286,196
-
2,140,833
14,609,530
900,000
3,505,000
2,000,000
600,000
7,005,000
-
-
600,000
-
600,000
1) Mr Heinen acts as an agent of Belgrave Capital Management which holds 30,769,082 shares in the Company
Shares under option or issued on exercise of options
At the date of this report, unissued ordinary shares or interests of the Company under option are:
Date options issued
Tranche
Number of shares
under option
Exercise price of
option
$
Expiry date of option
KMP Options
21/02/2017
21/02/2017
21/02/2017
21/02/2017
21/02/2017
30/11/2017
30/11/2017
30/11/2017
30/11/2017
Broker Options
21/02/2017
31/05/2017
31/05/2017
Consultant Options
04/09/2017
04/09/2017
04/09/2017
04/09/2017
Tranche A-1
Tranche B
Tranche C
Tranche D
Tranche E
Tranche A
Tranche B
Tranche C
Tranche D
-
Tranche A
Tranche B
Tranche A
Tranche B
Tranche C
Tranche D
755,000
2,300,000
1,570,000
1,570,000
1,570,000
500,000
500,000
500,000
500,000
1,777,454
2,300,000
2,300,000
200,000
200,000
200,000
200,000
0.20
0.30
0.40
0.60
0.80
2.50
3.00
3.50
4.00
0.20
0.30
0.40
0.60
0.80
1.00
1.20
22/02/2021
22/02/2021
22/02/2021
22/02/2021
22/02/2021
30/11/2021
30/11/2021
30/11/2021
30/11/2021
22/02/2020
31/05/2020
31/05/2020
22/02/2021
22/02/2021
22/02/2021
22/02/2021
6
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
Directors’ Interests (continued)
Shares under option or issued on exercise of options (continued)
Date options issued
Tranche
Number of shares
under option
Exercise price of
option
$
Expiry date of option
Long-Term Incentive Plan
28/06/2017
28/06/2017
28/06/2017
28/06/2017
02/11/2017
02/11/2017
02/11/2017
02/11/2017
15/11/2017
15/11/2017
15/11/2017
15/11/2017
12/06/2018
12/06/2018
12/06/2018
12/06/2018
12/06/2018
12/06/2018
12/06/2018
12/06/2018
Total
Tranche A
Tranche B
Tranche C
Tranche D
Tranche A
Tranche B
Tranche C
Tranche D
Tranche A
Tranche B
Tranche C
Tranche D
Tranche A
Tranche A
Tranche B
Tranche B
Tranche C
Tranche C
Tranche D
Tranche D
45,000*
75,000
75,000
75,000
25,000
25,000
25,000
25,000
75,000
75,000
75,000
75,000
166,666
233,334
116,666
233,334
116,666
233,334
116,666
233,334
19,062,454
0.30
0.40
0.60
0.80
2.50
3.00
3.50
4.00
2.50
3.00
3.50
4.00
1.00
1.00
1.50
1.50
2.00
2.00
2.50
2.50
27/06/2021
27/06/2021
27/06/2021
27/06/2021
02/11/2021
02/11/2021
02/11/2021
02/11/2021
15/11/2021
15/11/2021
15/11/2021
15/11/2021
12/06/2019
12/06/2020
12/06/2019
12/06/2020
12/06/2019
12/06/2020
12/06/2019
12/06/2020
* On 9 August 2018, 30,000 unlisted Tranche A long-term incentive options were exercised at $0.30 per share for total
option application funds of $9,000.
On 11 September 2018, 1,045,000 unlisted Tranche A-1 management options were exercised at $0.20 per share for total
application funds of $209,000 and the issue of 1,045,000 fully paid ordinary shares, and 570,000 unlisted Tranche B
management options were exercised at $0.30 per share for total application funds of $171,000 and the issue of 570,000
fully paid ordinary shares.
Total shares, options and convertible securities of the Company on issue as at the date of this report
Number of fully paid ordinary
shares
Number of options over ordinary
shares
Performance rights
114,608,908
19,062,454
600,000
7
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
Review of Operations
Principal activities
The principal activity of the Company is mineral exploration in Utah, USA. The Company is exploring the highly prospective
Frisco project located in Beaver County, Utah, for copper, gold, zinc and associated minerals.
The Company secured the mineral rights to the Frisco Project over two years and became the first company to hold the
mineral rights over the entire Frisco complex.
Historical mining activities focused on extensive outcropping copper-silver-gold bearing breccia pipes (Cactus area
prospects) and extensive copper-zinc-lead-silver-gold bearing skarns (Accrington & Horn prospect) associated with
possible underlying porphyry system/s. The Company is focusing exploration efforts on the Accrington skarn where thick
outcropping mineralised skarns indicate potential for a large tonnage deposit.
Historical exploration across the Frisco project has targeted each of the specific styles of mineralisation present – skarn,
intrusive breccia, porphyry and carbonate replacement, with exploration often limited to specific areas within the Frisco area
due to access constraints.
Summary of activities during the year
The Company commenced its drilling program at its Frisco Project at the end of September 2017. The drilling was planned
to test the grade and extent of mineralisation remaining within the Cactus Mine and the continuity of mineralisation across
the 1000m by 400m Cactus Corridor, which hosts several historical mines including the Comet and New Years mines.
In October 2017 the Company announced results from its first two drill holes at the Cactus Mine area, ALCA001 and
ALCA002, with wide intervals of copper mineralisation. The Company believes the mineralisation intercepted in holes is
related to a porphyry system. Refer to ASX announcement dated 30 October 2017 for details of the drill holes and
associated JORC disclosures.
In December 2017 the Company completed 3D modelling of an IP survey which was undertaken over the Frisco Project.
On 5 March 2018 the Company announced results from diamond drill holes ALCA007, ALCA008 and ALCA009, with
highlights including:-
-
-
21.5m @ 0.83% Cu, 0.14 g/t Au, 20.4 g/t Ag from 35.5m (ALCA008); and
49m @ 0.62% Cu, 0.14 g/t Au, 5.9 g/t Ag from 45m including 12m @ 1.37% Cu, 0.28 g/t Au, 10.2 g/t Ag within
tourmaline breccia; and 5m @ 0.52% Cu, 0.08% Mo from 169m within a wider 25m zone of copper-molybdenum-
bearing magnetite veins (ALCA009).
-
In late March 2018 Alderan announced further results from the ongoing diamond drilling at Cactus, with highlights including:-
diamond hole ALCA010 intersected 32.5m @ 1.24% Cu, 0.31g/t Au, 10.6g/t Ag, 0.04% Mo from 61m, including
8m @ 3.11% Cu, 0.98g/t Au, 29.2g/t Ag; and
hole ALCA013 which intersected 50.5m @ 0.64% Cu, 0.30g/t Au, 5.8g/t Ag and 0.02% Mo from 43.7m, including
16m @ 1.35% Cu, 0.12g/t Au, 6.8g/t Ag and 0.03% Mo.
-
8
DIRECTORS’ REPORT (continued)
Summary of activities during the year (continued)
Alderan Resources Limited
Figure 1: Drilling plan of the Cactus Mine prospect. Both new (Alderan)
and historical holes are shown
Figure 2: Long section through the Cactus and Comet Mine showing
Alderan and historical drill results for copper only in % (refer to
announcements on 28 June 2017 and 21 August 2017 for historical drill and
channel sample results). This diagram shows the pierce points where each
drillhole has intersected the mineralisation and a summary of the copper
results in % in that drillhole.
9
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
Summary of activities during the year (continued)
A summary of results from this drilling, including associated JORC disclosures are detailed in ASX announcements dated
5 March 2018 and 29 March 2018.
In March 2018 the Company significantly expanded its mineral rights in the Milford region, close to its Frisco Project in Utah,
USA by staking more than 719 new mineral claims and securing a State Mineral Lease. The Company also signed an
exclusivity agreement with Horn Silver Mines Inc over an additional 402 claims.
These new claims cover historically mined mineral districts with extensive skarn, breccia and epithermal mineralisation.
The historical mining districts at Star Range/Elephant Canyon, Bradshaw, Northern Beaver Lake Mountains and the
Company’s flagship project, Frisco, are located within the Pioche-Marysvale Igneous Belt, which the Company believes is
a vastly under-explored mineral district with potential for multiple copper-gold porphyry discoveries. Additional copper skarn
and breccia and porphyry related copper-molybdenum deposits/prospects are also reported 20-25km to the east of the
Frisco Project at the OK Mine and Mary B deposit including the large (>40mt) Valley copper-skarn deposit.
This holdings expansion followed from increased interest in the region, with Rio Tinto (Kennecott) staking a large number
of claims adjoining the Frisco Project in 2017.
The Company’s focus remains on its Frisco project and the Board continues to consider alternative funding strategies to
unlock the potential of these new project areas for the benefit of shareholders, including, if warranted, a possible spin-off
and initial public offering.
During the Cactus drilling program Alderan continued to advance drilling preparatory work at the Accrington prospect,
including permitting and road building. Drilling permits were subsequently granted, to allow Alderan’s exploration program
to begin at Accrington/Perseverance in mid-June, with initial drill holes focused on thick copper / zinc / silver / gold bearing
skarns at Accrington.
Subsequent to year end in August 2018 the Company announced initial drill results from the first two diamond drill holtes
at Accrington.
Hole FR18-004 was the first hole designed to test the garnet skarns at Accrington and commenced from the top of the
quartzite ridge, which overlies part of the copper bearing garnet skarn at Accrington. Drilling intersected
-
-
102m @ 0.58% Cu, 0.60% Zn, 9 g/t Ag from 194m; and
16m @ 0.62% Cu from 84m
Hole FR18-003 (previously called ALIM003) was designed to test the large Perseverance chargeability and coincident
resistivity anomaly. The hole intersected skarn (0m to 66.15 and 178.8 to 184.8m) and monzonite intrusive from 66.15 to
178.8m and from 184.4m to end of hole at 1016.3m. Trace chalcopyrite occurs as very fine-grained disseminated
mineralisation within the Cactus stock monzonite intrusive up to 804m, whereafter chalcopyrite is absent. Assays returned
16m @ 0.22% Cu from 50m. The Company believes that FR18-003 did not intersect mineralisaiton that could explain the
strong modelled chargeability anomaly. Further exploration on the Perseverance prospect is likely to focus on the northern
limb closer to the Cactus Mine, where indications are that part of the chargeability anomaly may also relate to a sizeable
mineralised breccia pipe.
Refer to the ASX announcement dated 20 August 2018 and 24 September 2018 for a summary of the drill holes and JORC
disclosures, including a summary of geological observations and assay results for FR18-003 and FR18-004.
Planning is also well underway for additional drilling across the broader Accrington skarn, to be undertaken on private
(patented) land. Accrington displays extensive historical small-scale mining activity away from the copper-zinc bearing
garnet skarns. The Company believes that further thick copper-zinc bearing garnet skarns and/or precious metal dominant
styles of mineralisation are likely within these areas.
Dividends
There were no dividends paid, recommended or declared during the year.
10
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
Significant events during the year
In April 2018 the Company announced that it has received firm commitments to raise $3 million from a placement of 5
million shares at 60 cents per share to sophisticated and professional investors, with funds to be applied towards a high
impact drilling program at the Accrington and Perseverance prospects. On 12 April 2018 the Placement shares were issued
to investors. BW Equities acted as Lead Manager to the placement.
Operating results for the year
The comprehensive loss of the Group for the financial year ended 30 June 2018, after providing for income tax amounted
to $6,492,308 (2017: $1,565,689).
Review of financial conditions
The Group had a net bank balance of $1,665,364 as at 30 June 2018 (2017: $7,681,175).
Loss Per Share
30 June 2018
$
30 June 2017
$
Basic loss per share (cents per share)
(6.15)
(2.59)
Employees
The Company had 7 employees as at 30 June 2018 (2017: 4 employees).
Laws and Regulations
Alderan Group’s operations are subject to various laws and regulations under the relevant government legislation. Full
compliance with these laws and regulations is regarded as a minimum standard for all operations to achieve the objectives
of the Group.
Instances of environmental non-compliance by an operation are identified either by internal investigations, external
compliance audits or inspections by relevant government agencies.
There have been no known breaches of laws and regulations by the Group during the year.
REMUNERATION REPORT (AUDITED)
This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the key
management personnel (“KMP”) of Alderan Resources Limited for the financial year ended 30 June 2018. The information
provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
The remuneration report details the remuneration arrangements for KMP who are defined as those persons having authority
and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including
any Director (whether executive or otherwise) of the Company.
Key Management Personnel
The KMP of the Company during or since the end of the financial year were as follows:
Directors
Mr Nicolaus Heinen
Mr Christopher Robert Wanless
Mr Donald Smith
Position
Non-Executive Chairman
Executive Director
Executive Director
Mr Frank D Hegner
Mr Ernest Thomas Eadie
Executive Director
Non-Executive Director
Executives
Mr Peter Geerdts
Position
Chief Geologist
Period of Employment
Appointed 1 March 2015
Appointed on 31 July 2013
Appointed on 5 October 2016
Resigned on 20 October 2017
Appointed on 1 November 2017
Appointed on 23 January 2017
Period of Employment
Appointed on 31 May 2015
11
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Remuneration Policy
The Company’s remuneration policy for its KMP has been developed by the Board taking into account the size of the
Company, the size of the management team, the nature and stage of development of the Company’s current operations,
and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.
In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues
in determining the remuneration policy for KMP:
-
-
Exploration results; and
The performance of the Company’s shares as quoted on the Australian Securities Exchange.
Remuneration Committee
Due to the current size of the Company, the Board did not implement a Remuneration Committee during the year, as such
the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the
Directors and the executive team.
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive Director and executive remuneration
is separate and distinct.
Non-executive Director Remuneration
The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain
Directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
The ASX Listing Rules specify that the aggregate remuneration of non-executive Directors shall be determined from time
to time by a general meeting. The Constitution states that the Company may pay to the Non-Executive Directors a maximum
total amount of director's fees, determined by the Company in general meeting, or until so determined, as the Directors
resolve. The Company intends to put to shareholders at the upcoming Annual General Meeting an aggregate remuneration
amount to approve.
Fees for the Non-Executive Directors’ are presently set at $250,000 per annum including superannuation. These fees cover
main board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the
Company.
The Non-Executive salary remuneration became effective from the date of their appointment as Non-Executive Directors.
There were also Company Options issued to Non-Executive Directors in line with Company policy to attract suitable
candidates to the position.
Executive Remuneration
The Company’s remuneration policy is to provide a fixed remuneration component and a short and long term performance
based component. The Board believes that this remuneration policy is appropriate given the considerations discussed in
the section above and is appropriate in aligning executives’ objectives with shareholder and business objectives.
Fixed Remuneration
Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other non-
cash benefits. Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and
individual performance, relevant comparative remuneration externally and internally and, where appropriate, external
advice on policies and practices.
Performance Based Remuneration – Short Term Incentive
The Board has not implemented a system where Executives are entitled to annual cash bonuses. No bonuses were paid
or are payable in relation to the 2018 financial year.
12
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Performance Based Remuneration – Long Term Incentive
Company Options
The Board has previously chosen to issue Options (where appropriate) to some executives and employees as a key
component of the incentive portion of their remuneration, in order to attract and retain the services of the executives and to
provide an incentive linked to the performance of the Company.
The Board may grant Options to executives and key consultants with exercise prices at and/or above market share price
(at the time of agreement). As such, Incentive Options granted to executives will generally only be of benefit if the
executives perform to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive
Options granted. Other than service-based vesting conditions, there are no additional performance criteria on the Incentive
Options granted to executives, as given the speculative nature of the Company’s activities and the small management team
responsible for its running, it is considered the performance of the executives and the performance and value of the
Company are closely related. The Company prohibits executives entering into arrangements to limit their exposure to
Incentive Options granted as part of their remuneration package.
Long-Term Incentive Plan
The Company has implemented a Long-Term Incentive Plan. Under the Plan, the Company may grant options to subscribe
for Shares or performance rights entitling the holder to be issued Shares on terms and conditions set by the Board at its
discretion.
The material terms of the Plan are as follows:
(a) The purpose of the Plan are:
(i)
(ii)
(iii)
assist in the reward, retention and motivation of eligible persons;
to align the interests of eligible persons more closely with the interests of shareholders, by providing an
opportunity for eligible persons receive an equity interest in the form of Awards; and
to provide eligible persons with the opportunity to share in any future growth in value of Alderan
Resources.
(b) The following persons can participate in the Plan if the Board makes them an offer to do so:
a director;
a full-time or part-time employee;
a contractor; or
a casual employee
(i)
(ii)
(iii)
(iv)
of the Company or an associated body corporate and includes a person who may become an eligible person within
(i) to (iv) above subject to accepting an offer of engagement for that role.
(c) Plan Options and Plan Rights (collectively Awards) issued under the Plan are subject to the terms and conditions set
out in the Rules, which include:
(i)
(ii)
(iii)
Vesting Conditions – which are time-based criteria, requirements or conditions (as specified in the offer
and determined by the Board) which must be met prior to Awards vesting in a participant, which the Board
may throughout the course of the period between the grant of an Award and its vesting, waive or
accelerate as the Board considers reasonably appropriate;
Performance Conditions – which are conditions relating to the performance of the Group and its related
bodies corporate (and the manner in which those conditions will be tested) as specified in an offer and
determined by the Board; and
Exercise Conditions – which are criteria, requirements or conditions, as determined by the Board or under
the Plan, which must be met (notwithstanding the satisfaction of any Vesting Conditions and/or
Performance Conditions) prior to a Participant being entitled to exercise vested Awards in accordance
with clauses 8 and 9.
(d) In accordance with ASIC Class Order 14/1000, the total Awards that may be issued under the Plan will not exceed 5%
of the total number of Shares on issue. In calculating this limit, Awards issued to participants under the Plan other than in
reliance upon this Class Order are discounted.
(e) The Board has the unfettered and absolute discretion to administer the Plan.
(f) Awards issued under the Plan are not transferable and will not be quoted on the ASX.
The Rules otherwise contain terms and conditions considered standard for long-term incentive plan rules of this nature.
There were 1,850,000 options issued under the Long-Term Incentive Plan during the year (2017: 1,100,000). There were
no shares issued under the Long-Term Incentive Plan during the year (2017: Nil).
13
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Executive Director Service Agreement
The Company entered into an Executive Service Agreement (Employment Agreement) with Mr Donald Smith on 23 March
2017, an Executive Director. Mr Smith provided services as a non-executive director and geological consultant under a
service agreement prior to the effectivity of employment agreement.
The material terms of the employment agreement with Mr Smith are as follows:
With effect from the date that the Company is admitted to the Official List of the ASX until such time as he resigns
or the Employment Agreement is terminated, Mr Smith is employed in the position of Executive Director.
Mr. Smith will be paid an annual salary of $175,000 plus superannuation. This salary is inclusive of director’s fees
and is intended to cover all the services that he may perform for the Company. He is also entitled to receive all
reasonable expenses incurred in the fulfilment of his duties.
Executive Director Consultancy Agreement
The Company entered into a Consultancy Service Agreement with DM Bergbau GmbH, a company controlled by Mr.
Christopher Robert Wanless, an Executive Director, on 23 March 2017. Mr Wanless has previously performed managerial,
financial, technical and operational services to the Company as Executive Director based on a management services
agreement between the Company and DM Bergbau. The Consultancy Service Agreement supercedes the management
services agreement.
The material terms of the DM Bergbau Consultancy ServiceAgreement are as follows:
DM Bergbau has been engaged for a term of 12 months from the date the Company successfully lists on the ASX.
Mr. Wanless has been appointed as an Executive Director and the Chief Executive Officer of the Company.
During the term of the agreement, Mr Wanless is able to provide services of any kind to any other person provided
that those services do not conflict with the best interest of the Company or adversely affect his ability to provide
his services to the Company.
DM Bergbau will be paid a monthly consultancy fee of $10,950 for the provision of at least 24 hours work each
week. This fee is subject to an annual review.
DM Bergbau and Mr Wanless are not entitled payment by the Company of salary, holiday and sick pay, severance
pay, long service leave or any other entitlement which an employee has in respect of their employment.
At the Company’s discretion, and subject to obtaining applicable regulatory approvals, DM Bergbau is entitled to
a performance-based bonus over and above the consultancy fee. DM Bergbau is also entitled to reimbursement
of reasonable expenses and expenditure.
With effect from 1 October 2017, this Consultancy Service Agreement has been replaced with an Executive Services
Agreement with Christopher Wanless to provide full time Executive Director and Chief Executive Office services.
The material terms of the Executive Service Agreement are primarily the same as the Consultancy Service Agreement
apart from:
Base remuneration is $219,000 per annum, plus statutory superannuation contributions, subject to annual review.
Mr. Wanless may be eligible to participate in incentive arrangements offered by the Company from time to time.
Term of employment effective from 1 October 2017, until terminated in accordance with the Agreement.
Consultancy Agreement with Chief Geologist
The Company entered into a consultancy agreement with Mr. Peter Geerdts, the Chief Geologist, on 23 March 2017. Mr.
Geerdts has previously provided services as Chief Geologist by way of an agreement that expired on the date the Company
successfully listed with the ASX. The new consultancy agreement superseded the existing services agreement upon listing
of the Company with the ASX.
The material terms of the Consultancy Agreement with the Chief Geologist are as follows:
(a) Mr. Geerdts is employed by the Company in the position of Chief Geologist and is directly responsible to the Chief
Executive Officer of the Company.
(b) Mr. Geerdts will be paid a monthly consultancy fee of $8,212.50 for the provision of at least 24 hours work each
week.
(c) During the year Mr Geerdts services were assigned to the Company’s subsidiary, Volantis Resources Corp, based
in Utah, USA under a Temporary International Assignment Agreement which provides for monthly remuneration
of US$10,667.67.
(d) At the Company’s discretion, and subject to obtaining applicable regulatory approvals, Mr. Geerdts is entitled to a
performance-based bonus over and above the consultancy fee. Mr. Geerdts is also entitled to reimbursement of
reasonable expenses and expenditure.
(e) Should Mr. Geerdts’ no longer provide services to the Company, he will be subject to restraint of trade provisions
for a period of 6 months after termination of the Consultancy Agreement.
The contracts otherwise contain terms and conditions considered standard for contracts of this nature.
14
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Relationship between Remuneration of KMP and Shareholder Wealth and Earnings
The Board anticipates that the Company will retain earnings (if any) and other cash resources for the development of its
exploration projects. The Company does not currently have a policy with respect to the payment of dividends and returns
of capital however this will be reviewed on an annual basis. Therefore, there was no relationship between the Board’s policy
for determining, or in relation to, the nature and amount of remuneration of KMP and dividends paid and returns of capital
by the Company during the current and previous four financial years.
The Company did not consider appreciation of the Company’s shares when setting remuneration.
The Board did issue Options to Key Management Personnel and has implemented a Long-Term Incentive Plan which will
generally be of value if the Company’s shares appreciate over time. However, it should be noted that all Director Options
have been imposed in escrow (sale) restriction period of up to two years. This is in line with the Company policy that
Company Options be used for long term incentive for Directors.
Remuneration of Key Management Personnel
Details of the nature and amount of each element of the emoluments received by or payable to each of the Key Management
Personnel (KMP) of Alderan Resources Limited are as follows:
Short-term benefits
Salary &
fees
$
Super-
annuation
$
Termination
payments
$
Share-
based
payment
shares
$
Share-
based
payment
options
$
40,000
235,290
60,179
188,813
34,500
139,861
698,643
-
15,604
4,055
11,706
2,850
-
34,215
-
-
187,861
-
-
-
187,861
-
-
-
-
-
-
-
-
89,430
320,693
-
1,332,7113
50,612
187,031
1,980,477
326,892
2,901,196
Total
$
129,430
571,587
252,095
1,533,230
87,962
2018
Directors
Nicolaus Heinen
Christopher Wanless
Donald Smith1
F.D. Hegner2
Ernest Thomas Eadie
Other KMP
Peter Geerdts
Total
1 Donald Smith resigned as Director on 20 October 2017.
2 F.D. Hegner was appointed as Director on 1 November 2017.
3 Share based payment expense relates to an issue of 2,000,000 unlisted options which remain unexercised and unvested at 30 June
2018. See Note 16 for further details
Short-term benefits
Salary &
fees
$
Super-
annuation
$
Termination
payments
$
Share-
based
payment
shares
$
Share-
based
payment
options
$
24,292
106,073
104,640
13,226
107,382
355,613
-
-
-
1,019
1,040
2,059
-
-
-
-
-
-
6,750
5,625
11,400
-
43,298
165,984
112,926
23,941
6,514
30,289
92,923
439,072
Total
$
74,340
277,682
228,966
38,186
207,859
827,033
2017
Directors
Nicolaus Heinen
Christopher Wanless
Donald Smith
Ernest Thomas Eadie1
Other KMP
Peter Geerdts2
Total
1 Ernest Thomas Eadie was appointed as Director on 23 January 2017.
2 Peter Geerdts resigned as Director on 9 January 2018.
No member of key management personnel appointed during the period received a payment as part of his or her
consideration for agreeing to hold the position.
Cash bonuses granted as compensation for the current financial year.
No cash bonuses were granted during the year ended 2018 (2017: nil).
16
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Other transactions with related parties
There were no other transactions with related parties during the year ended 30 June 2018. (2017: nil).
Loans from key management personnel
As at 30 June 2018, there were no outstanding amounts due to key management personnel (2017: $2,500).
Share options granted to KMP
During the financial year, share options were granted to the following key management personnel of the Company and the
entities they controlled as part of their remuneration.
Directors
F.D. Hegner
Total
Exercise price
Expiry date
Number of options
granted
Total number of shares
under option at the end
of the year
$2.50
$3.00
$3.50
$4.00
30 Nov 2021
30 Nov 2021
30 Nov 2021
30 Nov 2021
500,000
500,000
500,000
500,000
2,000,000
500,000
500,000
500,000
500,000
2,000,000
There were no alterations to the terms and conditions of options granted as remuneration since their grant date.
No options were exercised during the year. 3,000,000 unlisted options were forfeited due to the resignation of Donald Smith
on 20 October 2017.
Key management personnel equity holdings
Fully paid ordinary shares
Balance at
beginning of
year
Number
Granted as
compensation
Number
Received on
exercise of
options
Number
Net change
other
Number
Balance at
end of year
Number
Balance held
nominally
Number
732,501
10,494,584
589,006
-
1,890,833
5,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
732,501
732,501
46,6122
10,541,196
2,656,247
-
-
589,006
-
586,0065
-
50,0006
1,940,833
57,500
-
5,000,000
5,000,000
30 June 2018
Directors
Nicolaus Heinen1
Christopher
Wanless
Donald Smith3
F.D. Hegner4
Ernest Thomas
Eadie
Executives
Peter Geerdts
1 Mr Heinen acts as an agent of Belgrave Capital which held 30,769,082 shares in the Company at 30 June 2018
2 On-market purchases.
3 Donald Smith resigned as Director on 20 October 2017.
4 F.D. Hegner was appointed as Director on 1 November 2017.
5 Balance on resignation.
6 On-market purchases.
17
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Key management personnel equity holdings (continued)
Share options
30 June 2018
Directors
Nicolaus Heinen
Christopher
Wanless
Donald Smith
F.D. Hegner
Ernest Thomas
Eadie
Executives
Peter Geerdts
Balance at
beginning of
year
Number
1,350,000
4,250,000
3,000,000
-
800,000
2,700,000
Granted as
compensation
Number
Exercised
Number
Net change
other
Number
Balance at end of
year
Number
-
-
-
2,000,000
-
-
-
-
-
-
-
-
-
-
(3,000,000) 1
-
-
-
1,350,000
4,250,000
-
2,000,000
800,000
2,700,000
1 Donald Smith resigned as Director on 20 October 2017.
Year
Revenue
EBITDA
EBIT
Loss after income tax
2018
2017
26,763
(6,598,091)
(6,700,557)
(6,706,218)
1,343
(1,571,934)
(1,572,488)
(1,574,377)
2016
33,848
(212,723)
(212,091)
(209,507)
2015
48,616
(95,621)
(95,196)
(94,105)
The factors that are considered to affect total shareholders return (“TSR”) are summarised below:
Share price at financial year end ($)
Total dividends declared (cents per share)
Basic and diluted loss per share (cents per share)
0.465 *
-
(2.59)
0.885
-
(6.15)
-
-
(0.45)
-
-
-
* On 8 June 2017, the Company was admitted to the Official List of ASX Limited. Official quotation of the Company’s shares
commenced on 9 June 2017 trading as “AL8”.
END OF REMUNERATION REPORT
18
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
Indemnification and insurance of Officers
The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person who is or
has been a director or officer of the Company for any liability caused as such a director or officer and any legal costs
incurred by a director or officer in defending an action for any liability caused as such a director or officer.
During or since the end of the financial year, no amounts have been paid by the Company in relation to the above
indemnities.
During the financial year, insurance premiums were paid by the Company to insure against a liability incurred by a person
who is or has been a director or officer of the Company.
Indemnity and insurance of Auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
Significant events after reporting date
On 9 August 2018, 30,000 unlisted Tranche A long-term incentive options were exercised at $0.30 per share for a total of
$9,000 and 30,000 fully paid ordinary shares.
On 24 August 2018, shareholders approved the issue of 600,000 performance rights to Mr F.D. Hegner.
On 11 September 2018, 1,045,000 unlisted Tranche A-1 management options were exercised at $0.20 per share for a total
application of $209,000 and 1,045,000 fully paid ordinary shares, and 570,000 unlisted Tranche B management options
were exercised at $0.30 per share for a total of $171,000 and 570,000 fully paid ordinary shares.
On 28 September 2018 the Company announced that it has received firm commitments to raise $3 million through a private
placement to issue 15 million shares at a price of $0.20 per share. The Company intends to issue shares to investors by 5
October 2018.
Other than disclosed above, the directors are not aware of any matters or circumstances not otherwise dealt with in this
report or consolidated financial statements that have significantly affected or may significantly affect the operations of the
Group, the results of those operations or the state of affairs of the Group in subsequent financial periods.
Directors’ meetings
The number of meetings of Directors (including meetings of Committees of Directors) held during the year and the number
of meetings attended by each Director were as follows:
Directors’ meetings
2018
Nicolaus Heinen
Christopher Wanless
Donald Smith
F.D. Hegner
Ernest Thomas Eadie
No. eligible to
attend
4
4
2
2
4
No. attended
4
4
2
2
4
In addition to the above meetings, the board executed 46 circular resolutions during the year.
Proceedings on behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those
proceedings.
19
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in note 20 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 21 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
(a) all non-audit services have been reviewed and approved to ensure that they do not impact the integrity
and objectivity of the auditor; and
(b) none of the services undermine the general principles relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical
Standards Board, including reviewing or auditing the auditor's own work, acting in a management or
decision-making capacity for the company, acting as advocate for the company or jointly sharing
economic risks and rewards.
Officers of the Company who are former partners of RSM Australia Partners
There are no officers of the Company who are former partners of RSM Australia Partners.
Auditor independence
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
Signed in accordance with a resolution of the Directors.
Mr. Christopher Robert Wanless
Director
Dated this 28th day of September 2018
Competent Persons Statement
The information in this presentation that relates to exploration targets, or exploration results is based on information
compiled by John Schloderer, a competent person who is a member of the Australian Institute of Geoscientists (AIG). John
Schloderer is the Exploration Manager of Alderan Resources Limited. John Schloderer has sufficient experience that is
relevant to the style of mineralisation and type of deposits under consideration and to the activity being undertaken to qualify
as a Competent Person as defined in the 2012 edition of the JORC Code (JORC Code). John Schloderer consents to the
inclusion of this information in the form and context in which it appears.
Mr John Schloderer confirms that that the information provided in this announcement provided under ASX Listing Rules
Chapter 5.12.2 to 5.12.7 is an accurate representation of the available data and studies for the proposed exploration
programmes that relate to this “material mining project”.
20
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Alderan Resources Limited for the year ended 30 June 2018,
I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 28 September 2018
TUTU PHONG
Partner
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2018
Alderan Resources Limited
Other income
Interest income
Notes
30 June 2018
$
30 June 2017
$
3 (a)
11,145
15,618
1,343
-
Consulting and administration expenses
3 (b)
(2,118,603)
(348,731)
Depreciation and amortisation expense
Employee benefits expense
Foreign exchange loss
(108,128)
(1,405,083)
(89,544)
(554)
(98,978)
-
Impairment of exploration and evaluation expenditure
-
(530,215)
Project expenditure
Share based payment expense
Finance costs
Loss before income tax expense
Income tax expense
Loss for the year after tax from continuing operations
Discontinued operations
Loss after tax from discontinued operation
Net loss for the year
Other comprehensive income, net of income tax
Exchange differences on translation of foreign operations
Other comprehensive gain for the year, net of income tax
Total comprehensive loss for the year
(258,162)
16 (a)
(2,747,800)
(5,661)
-
(530,536)
(1,889)
4
12
(6,706,218)
(1,509,560)
-
-
(6,706,218)
(1,509,560)
-
(64,817)
(6,706,218)
(1,574,377)
213,910
213,910
8,688
8,688
(6,492,308)
(1,565,689)
Loss attributable to members of the Company
(6,492,308)
(1,565,689)
Total comprehensive loss attributable to members the
Company for the year
(6,492,308)
(1,565,689)
Basic loss per share (cents per share)
Basic loss per share from continuing operations (cents per
share)
5
5
(6.15)
(2.59)
(6.15)
(2.48)
The accompanying notes form part of these consolidated financial statements.
22
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018
Alderan Resources Limited
Assets
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Plant and equipment
Exploration and evaluation expenditure
Total Non-current Assets
Total Assets
Liabilities
Current Liabilities
Trade and other payables
Loans payable
Total Liabilities
Net Assets
Equity
Issued capital
Options reserve
Foreign currency reserve
Accumulated losses
Net Equity
Note
30 June 2018
$
30 June 2017
$
6
7
8
9
10
10
1,665,364
193,522
1,858,886
502,693
6,564,208
7,066,901
8,925,787
7,681,175
243,649
7,924,824
22,544
1,162,236
1,184,780
9,109,604
942,951
37,862
980,813
238,666
2,500
241,166
7,944,974
8,868,438
11(a)
11(c)
11(b)
12,372,806
3,973,541
213,910
(8,615,283)
7,944,974
9,551,762
1,225,741
-
(1,909,065)
8,868,438
The accompanying notes form part of these consolidated financial statements.
23
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
Alderan Resources Limited
Balance at 1 July 2016
Loss for the year
Other comprehensive income for the year,
net of income tax
Total comprehensive loss for the year
Contributions of equity, net of transaction
costs
Share based payments - shares
Share based payments - options
Balance at 30 June 2017
Balance at 1 July 2017
Loss for the year
Other comprehensive income for the year,
net of income tax
Total comprehensive loss for the year
Contributions of equity, net of transaction
costs
Options
reserve
Foreign
currency
reserve
Accumulate
d losses
$
$
Total
equity
$
Issued
capital
$
957,156
-
-
-
8,564,317
30,289
-
1,225,741
9,551,762
1,225,741
9,551,762
1,225,741
-
-
-
2,821,044
-
-
-
-
-
-
-
-
-
-
(8,688)
(334,688)
613,780
-
(1,574,377)
(1,574,377)
8,688
-
8,688
8,688
(1,574,377)
(1,565,689)
-
-
-
-
-
-
-
-
8,564,317
30,289
1,225,741
(1,909,065)
8,868,438
(1,909,065)
8,868,438
(6,706,218)
(6,706,218)
213,910
-
213,910
213,910
(6,706,218)
(6,492,308)
-
-
-
-
2,821,044
2,747,800
Share based payments - options
-
2,747,800
Balance at 30 June 2018
12,372,806
3,973,541
213,910
(8,615,283)
7,944,974
The accompanying notes form part of these consolidated financial statements.
24
Alderan Resources Limited
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Payments for exploration and evaluation expenditures
Interest received
Interest paid
Note
30 June 2018
$
30 June 2017
$
-
(3,249,160)
(5,036,532)
15,618
(5,661)
27,980
(462,773)
(1,002,867)
-
(1,889)
Net cash (used in) operating activities
6
(8,275,735)
(1,439,549)
Cash flows from investing activities
Payments for plant and equipment
Net cash outflow on sale of subsidiary
Net cash (used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares (net of capital raising costs)
Payment of borrowings
Proceeds from borrowings
Net cash provided by financing activities
(575,380)
-
(575,380)
2,821,044
(3,312)
-
2,817,732
(22,544)
(14,712)
(37,256)
9,018,765
-
100,000
9,118,765
Net (decrease)/increase in cash held
Effect of foreign exchange
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
6
(6,033,383)
7,641,960
17,572
7,681,175
1,665,364
8,688
30,527
7,681,175
The accompanying notes form part of these consolidated financial statements.
25
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
These consolidated financial statements are general purpose financial statements, which have been prepared in
accordance with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and comply with
other requirements of the law.
The consolidated financial statements comprise the financial statements of Alderan Resources Limited (the “Company”)
and its subsidiary (collectively referred to as the “Group” or “consolidated entity”). For the purposes of preparing the
consolidated financial statements, the Company is a for-profit entity.
The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise stated.
The financial statements have been prepared on a historical cost basis. Historical cost is based on the fair values of the
consideration given in exchange for goods and services.
Going concern
These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal
business activities and the realisation of assets and settlement of liabilities in the normal course of business.
As disclosed in the financial report, for the year ended 30 June 2018 the Group incurred a net loss of $6,706,218 and had
net cash outflows from operating activities of $8,275,735 and net cash outflow from investing activities of $575,360.
The Directors believe that it is reasonably foreseeable that the Group will continue as a going concern and that it is
appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the following
factors:
As disclosed in Note 14, on 28 September 2018 the Company has received firm commitments to raise $3 million
through a private placement to issue 15 million shares at a price of $0.20 per share. The Company intends to
issue shares to investors by 5 October 2018;
The Group has the ability to issue additional equity securities under the Corporations Act 2001 to raise further
working capital; and
The Group has the ability to curtail administrative, discretionary exploration and overhead cash outflows as and
when required.
26
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Adoption of new and revised standards
Standards and Interpretations applicable to 30 June 2018
For the year ended 30 June 2018, the Directors have reviewed all of the new and revised Standards and Interpretations
issued by the AASB that are relevant to the Company and effective for the current annual reporting period.
As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards
and Interpretations on the Company and, therefore, no material change is necessary to Company accounting policies.
Standards and Interpretations in issue not yet adopted
A number of Australian Accounting Standards that have been issued or amended but are not yet effective have not been
adopted by the Company for the annual reporting period ended 30 June 2018. The effect of these new or amended
Accounting Standards is expected to give rise to additional disclosures and new policies being adopted. Refer below for
the Standards relevant to the Company that are not yet effective and have not been early adopted.
AASB 9 Financial Instruments
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all
previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recognition and
Measurement'. AASB 9 introduces new classification and measurement models for financial assets. A financial asset shall
be measured at amortised cost, if it is held within a business model whose objective is to hold assets in order to collect
contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument assets
are to be classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on
initial recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive
income ('OCI'). For financial liabilities, the standard requires the portion of the change in fair value that relates to the entity's
own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting
requirements are intended to more closely align the accounting treatment with the risk management activities of the entity.
New impairment requirements will use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment will
be measured under a 12-month ECL method unless the credit risk on a financial instrument has increased significantly
since initial recognition in which case the lifetime ECL method is adopted. The standard introduces additional new
disclosures. The company will adopt this standard from 1 July 2018 and the impact of its adoption is being assessed by
the company.
AASB 15 Revenue from Contracts with Customers
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a
single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict
the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal
or implied) to be identified, together with the separate performance obligations within the contract; determine the
transaction price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the
separate performance obligations on a basis of relative stand-alone selling price of each distinct good or service, or
estimation approach if no distinct observable prices exist; and recognition of revenue when each performance obligation
is satisfied. Credit risk will be presented separately as an expense rather than adjusted to revenue. For goods, the
performance obligation would be satisfied when the customer obtains control of the goods. For services, the performance
obligation is satisfied when the service has been provided, typically for promises to transfer services to customers. For
performance obligations satisfied over time, an entity would select an appropriate measure of progress to determine how
much revenue should be recognised as the performance obligation is satisfied. Contracts with customers will be presented
in an entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending on the
relationship between the entity's performance and the customer's payment. Sufficient quantitative and qualitative
disclosure is required to enable users to understand the contracts with customers; the significant judgments made in
applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a
customer. The company has made an assessment and determined that this standard will have little to no impact on the
entity as it currently does not earn revenue.
27
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
AASB 16 Leases
This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB
117 'Leases' and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions,
a 'right-of-use' asset will be capitalised in the statement of financial position, measured at the present value of the
unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12
months or less and leases of low-value assets (such as personal computers and small office furniture) where an accounting
policy choice exists whereby either a 'right-of-use' asset is recognised or lease payments are expensed to profit or loss as
incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease
incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs.
Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included
in operating costs) and an interest expense on the recognised lease liability (included in finance costs). In the earlier
periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease
expenses under AASB 117. However EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results will
be improved as the operating expense is replaced by interest expense and depreciation in profit or loss under AASB 16.
For classification within the statement of cash flows, the lease payments will be separated into both a principal (financing
activities) and interest (either operating or financing activities) component. For lessor accounting, the standard does not
substantially change how a lessor accounts for leases. The company will adopt this standard from 1 July 2019 and the
impact of its adoption is being assessed by the company.
Statement of compliance
The financial report was authorised for issued in accordance with a resolution of the Directors on 28 September 2018.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to International
Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial
statements and notes thereto, complies with International Financial Reporting Standards (IFRS).
28
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Significant accounting judgments and key estimates
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values
of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are
based on historical experience and other factors that are considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in
which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision
affects both current and future periods.
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or
Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The
accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the
carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
Exploration and Evaluation
Exploration and evaluation costs have been capitalised on the basis that the Company will commence commercial
production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources.
Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related
to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only
capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest.
Factors that could impact the future commercial production at the mine include the level of reserves and resources, future
technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the
extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which
this determination is made
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in note 20.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Alderan Resources Limited
('company' or 'parent entity') as at 30 June 2018 and the results of all subsidiaries for the year then ended. Alderan
Resources Limited and its subsidiaries together are referred to in these financial statements as the 'Group' or consolidated
entity’.
Subsidiaries are all those entities over which the company has control. The company controls an entity when the company
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the group are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted
by the group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity
attributable to the parent.
Where the group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling
interest in the subsidiary together with any cumulative translation differences recognised in equity. The group recognises
the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in
profit or loss.
29
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign currency translation
The financial statements are presented in Australian dollars, which is the Group's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting
date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange
rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences
are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
Revenue is recognised when it is probable that the economic benefit will flow to the group and the revenue can be reliably
measured. Revenue is measured at the fair value of the consideration received or receivable.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest
rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset
to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when
the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted,
except for:
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability
in a transaction that is not a business combination and that, at the time of the transaction, affects neither the
accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures,
and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse
in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred
tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for
the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is
probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority
on either the same taxable entity or different taxable entities which intend to settle simultaneously.
30
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within
12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or
used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle;
it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any provision for impairment. Trade receivables are generally due for settlement within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written
off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective
evidence that the consolidated entity will not be able to collect all amounts due according to the original terms of the
receivables.
Other receivables are recognised at amortised cost, less any provision for impairment.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the
initial measurement, except for financial assets at fair value through profit or loss. They are subsequently measured at
either amortised cost or fair value depending on their classification. Classification is determined based on the purpose of
the acquisition and subsequent reclassification to other categories is restricted.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have
been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They are carried at amortised cost using the effective interest rate method. Gains and losses are recognised
in profit or loss when the asset is derecognised or impaired.
The amount of the impairment allowance for loans and receivables carried at amortised cost is the difference between the
asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest
rate. If there is a reversal of impairment, the reversal cannot exceed the amortised cost that would have been recognised
had the impairment not been made and is reversed to profit or loss.
31
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a diminishing value basis to write off the net cost of each item of plant and equipment over
their expected useful lives as follows:
Office equipment
Motor vehicles
Exploration equipment
3-5 years
7 years
3-5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting
date.
An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.
Exploration and evaluation assets
Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is
carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered
through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are
continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or
otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the
expenditure incurred thereon is written off in the year in which the decision is made.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted.
The amounts are unsecured and are usually paid within 30 days of recognition.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They
are subsequently measured at amortised cost using the effective interest method.
Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the
loans or borrowings are classified as non-current.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Discontinued operations
A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held for
sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated
plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale.
The results of discontinued operations are presented separately on the face of the statement of profit or loss and other
comprehensive income.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest
in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value
or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit
or loss.
32
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Business combinations (continued)
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated
entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest
in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount
is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent
changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within
equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling
interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment
in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair
value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a
gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and
measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred
and the acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional
amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new
information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends
on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information
possible to determine fair value.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part
of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and
requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets
and the arrangement conveys a right to use the asset.
A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the
risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively
retains substantially all such risks and benefits.
Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower,
the present value of minimum lease payments. Lease payments are allocated between the principal component of the
lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability.
Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the asset's
useful life and the lease term if there is no reasonable certainty that the consolidated entity will obtain ownership at the
end of the lease term.
Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line
basis over the term of the lease.
33
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees and key management
personnel.
Equity-settled transactions are awards of shares, or options over shares that are provided to employees and key
management personnel in exchange for the rendering of services. Cash-settled transactions are awards of cash for the
exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined
using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that
do not determine whether the consolidated entity receives the services that entitle the employees and key management
personnel to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the
vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the
best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount
recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already
recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the
Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award
was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
● during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the
expired portion of the vesting period.
● from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the
reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid
to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made.
An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair
value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the group, the failure to satisfy the condition is treated as a cancellation.
If the condition is not within the control of the consolidated entity or employee / key management personnel, and is not
satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period,
unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new
award is treated as if they were a modification.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Alderan Resources Limited,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
34
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 2: SEGMENT REPORTING
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that
are regularly reviewed by the Directors in order to allocate resources to the segment and to assess its performance.
Information regarding these segments is presented below. The accounting policies of the reportable segments are the
same as the Group’s accounting policies. The following tables are an analysis of the Group’s revenue and results by
reportable segment provided to the Directors for the years ended 30 June 2018 and 30 June 2017.
Continuing Operations
Discontinued
Operation
United
States of
America
$
Australia
$
Germany
$
Unallocated
items
$
Consolidated
$
30 June 2018
Segment revenue
Intersegment revenue
Revenue from external
customers
-
-
-
87,433
(60,670)
26,763
Segment result
(2,368,590)
(4,337,628)
Segment assets
7,112,233
1,813,554
Segment liabilities
900,920
79,893
-
-
-
-
-
-
-
-
-
-
-
-
87,433
(60,670)
26,763
(6,706,218)
8,925,787
980,813
Continuing Operations
Discontinued
Operation
30 June 2017
Segment revenue
Intersegment revenue
Revenue from external
customers
United
States of
America
$
-
-
-
Australia
$
Germany
$
Unallocated
items
$
Consolidated
$
-
-
-
76,228
(49,591)
26,637
Segment result
(53,223)
(1,456,337)
(64,817)
Segment assets
1,325,052
7,784,552
Segment liabilities
-
241,166
-
-
-
-
-
-
-
-
76,228
(49,591)
26,637
(1,574,377)
9,109,604
241,166
35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Alderan Resources Limited
NOTE 3: REVENUE AND EXPENSES
a. Other income
Refunds
Foreign exchange translation gain
b. Consulting and administration expense
Accountancy fees
Consultancy fees
Insurance
Legal fees
Exploration project related costs and others
Promotion and investor relations
Travel expenses
NOTE 4: INCOME TAX
30 June 2018
$
30 June 2017
$
11,145
-
11,145
126,327
894,210
112,606
375,184
379,409
81,642
149,225
2,118,603
-
1,343
1,343
59,527
79,781
-
-
68,627
30,269
110,527
348,731
30 June 2018
$
30 June 2017
$
(a) Income tax benefit
-
-
(b) Numerical reconciliation between tax-benefit and pre-tax net loss
(Loss) before tax from continuing operations
(Loss) before tax from discontinued operations
Accounting (loss) before income tax
Income tax benefit using the Company’s domestic tax rate of 27.5% (2017: 27.5%)
Other non-deductible items
Unrecognised deferred tax asset attributable to tax losses and temporary
differences
Income tax attributable to entity
(c) Unrecognised deferred tax
(6,706,218)
(1,509,560)
-
(6,706,218)
(1,844,209)
755,645
1,088,564
(64,817)
(1,574,377)
(432,954)
-
432,954
-
-
Tax losses for which no deferred tax asset has been recognised
Losses available for offset against future taxable income
Total
Potential tax benefits at 27.5% (2017: 27.5%)
(5,603,944)
(5,603,944)
(1,541,085)
(1,645,526)
(1,645,526)
(452,520)
The benefit of deferred tax assets not brought to account will only be brought to account if:
future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;
the conditions for deductibility imposed by tax legislation continue to be complied with; and
no changes in tax legislation adversely affect the Company in realising the benefit.
36
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 5: LOSS PER SHARE
Basic loss per share
Basic loss per share from continuing operations
30 June 2018
30 June 2017
Cents per
share
Cents per
share
(6.15)
(6.15)
(2.59)
(2.48)
Losses used in the calculation of basic and diluted loss per share is as follows:
$
$
Loss for the year
Loss from continuing operations
(6,706,218)
(1,574,377)
(6,706,218)
(1,509,560)
The weighted average number of ordinary shares used in the calculation of basic
and diluted loss per share is as follows:
Number
Number
Weighted average number of ordinary shares for the purpose of
basic loss per share
109,059,798
60,760,064
NOTE 6: CASH AND CASH EQUIVALENTS
Reconciliation to the Statement of Cash Flows:
For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand and at bank, net of
outstanding bank overdrafts. Cash and cash equivalents as shown in the statement of cash flows is reconciled to the related
items in the statement of financial position as follows:
Cash in bank and on hand
Reconciliation of loss after tax to net cash outflow from operating activities:
Loss for the year
Adjustment for non-cash income and expense items
Depreciation and amortisation
Write-off
Share-based payment expense - shares
Share-based payment expense - options
Change in assets and liabilities
Trade and other receivables
Trade and other payables
Exploration and evaluation expenditure
Net cash (outflow) / inflow from operating activities
30 June
2018
$
1,665,364
1,665,364
30 June
2017
$
7,681,175
7,681,175
30 June
2018
$
30 June
2017
$
(6,706,218)
(1,574,377)
108,128
22,544
-
2,747,800
554
530,215
30,289
530,536
50,126
704,285
(127,520)
173,621
(5,202,400)
(1,002,867)
(8,275,735)
(1,439,549)
37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 7: TRADE AND OTHER RECEIVABLES
Alderan Resources Limited
Bonds
GST receivable
Sundry debtors
Prepayment
NOTE 8: PLANT AND EQUIPMENT
30 June
2018
$
153,271
40,251
-
-
193,522
Office
Equipment
$
Motor Vehicle
$
Exploration
Equipment
$
Balance at 1 July 2016
Additions
Depreciation
Balance at 1 July 2017
Additions
Write-off
Depreciation
Exchange differences
Balance at 30 June 2018
554
19,547
(554)
19,547
6,807
(19,547)
(977)
(28)
5,802
-
-
-
-
153,508
-
(12,365)
(370)
140,773
NOTE 9: EXPLORATION AND EVALUATION EXPENDITURE
Carrying value at the beginning of the year
Expenditure incurred during the year
Exchange differences
Impairment
Carrying value at the end of the year
NOTE 10: FINANCIAL LIABILITIES
Trade and other payables
Trade creditors
Accruals and other payables
Total
Loans payable
Unsecured loans
Total
-
2,997
-
2,997
453,738
(2,997)
(94,786)
(2,834)
356,118
30 June
2018
$
1,162,236
5,202,401
199,571
-
6,564,208
30 June
2018
$
132,170
810,781
942,951
30 June
2017
$
-
67,148
142,247
34,254
243,649
Total
$
554
22,544
(554)
22,544
614,053
(22,544)
(108,128)
(3,232)
502,693
30 June
2017
$
689,584
1,002,867
(530,215)
1,162,236
30 June
2017
$
184,717
53,949
238,666
37,862
37,862
2,500
2,500
38
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 11: ISSUED CAPITAL
a) Ordinary shares
Year to 30 June 2018
Year to 30 June 2017
No.
$
No.
$
Fully paid
Balance at beginning of year
107,963,908
9,551,762
12,493,148
Transfer from partially paid shares (xii)
Settlement of loan payable (ii)
Settlement of payable to directors (iii)
Options exercised (iv)
Issue of shares (i) (v)
Seed capital raising (vi)
Share based payment (vii)
Share split (vii)
Seed capital raising (ix)
Convertible notes redemption (x)
Seed capital raising (ix)
Issue of shares through the IPO (xi)
Less share issue costs
-
-
-
-
-
-
-
-
5,000,000
3,000,000
810,000
400,000
53,967
1,000,000
77,000
923,000
32,573
39,474,220
8,750,001
833,333
616,666
-
-
-
-
-
-
-
673,656
283,500
20,000
18,888
100,000
26,950
323,050
11,400
-
1,050,000
100,000
74,000
42,500,000
8,500,000
(178,956)
-
(1,629,682)
-
-
-
-
-
-
-
-
Balance at the end of the year
112,963,908
12,327,806
107,963,908
9,551,762
Partially paid
Balance at beginning of year
Transfer to fully paid shares
Balance at the end of the year
-
-
-
-
-
-
810,000
(810,000)
-
283,500
(283,500)
-
Total
112,963,908
12,327,806
107,963,908
9,551,762
(i)
(ii)
(iii)
(iv)
On 12 May 2018, the Company issued 5,000,000 ordinary shares at $0.06 per share to raise working capital for
ongoing exploration.
On 22 June 2016, the Board of Directors approved the issue of 400,000 ordinary shares to Belgrave Capital
Management Limited at $0.05 per share (pre share split) amounting to $20,000 in accordance with the convertible
loan agreement dated 11 February 2014, with notice having been received from Belgrave indicating its intention
to exercise its right to convert the loan. The shares were issued in July 2016.
Directors’ fees payable amounting to $18,888 were settled through the issue of 53,967 ordinary shares at $0.10
per share (pre share split).
On 1 September 2016, the Board of Directors approved the reduction in the amount payable to Quaalup from an
existing credit loan facility of $100,000 to $55,000 plus 6% interest per annum. The reduction of this value was
applied toward exercise of options at $0.10 per share (pre share split).
On 1 September 2016, Quaalup gave notice to the Company of its intention to exercise 1,000,000 options to
acquire 100,000 shares at $0.10 per share (pre share split). Part consideration for the option exercise was the
reduction in the loan facility as detailed above. Accordingly Quaalup was issued 1,000,000 shares in the Company.
(v)
In September 2016, the Company issued 77,000 shares at $0.35 per share to a shareholder. The funds were
received during the year ended 30 June 2016 and was recorded as other liabilities as at 30 June 2016.
39
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 11: ISSUED CAPITAL (CONTINUED)
a) Ordinary shares (continued)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
On 28 September 2016, the Board of Directors approved an application for shares of 923,000 ordinary shares at
$0.35 per share amounting to $323,050.
On 17 November 2016, the Board of Directors approved the issue of 32,573 shares at $0.10 per share (pre share
split) for director and geological services provided to the company by a director.
The shareholders of the Company approved a share split resolution, where each existing ordinary share will be
split into three and a half (3.5) ordinary shares with effect from 1 December 2016. As a result of the share split,
15,789,688 shares issued prior and up to 1 December 2016 were converted to 55,263,908 shares. The share split
did not change any shareholder’s percentage ownership in the Company.
On 23 December 2016, the Board of Directors approved an offer of shares to seed investors to raise up to
$1,200,000 at a price of $0.12 per share to advance the Group’s mineral properties in Utah, USA and to undertake
an Initial Public Offering and list in the Australian Securities Exchange. The Company received applications for
9,166,667 seed shares at $0.12 per share amounting to $1,100,000. Of these applications, 8,750,001 shares at
$0.12 per share amounting to $1,050,000 were issued as at 31 December 2016. The remaining 616,666 shares
amounting to $74,000 were issued in January 2017 when the funds were received by the Company. Further, as
at 31 December 2016, the Company received $24,000 from Eagletown Pty Ltd for an application for 200,000 seed
shares. The shares were subsequently allotted in January 2017.
On 23 December 2016, the Board of Directors also approved the redemption of all outstanding convertible notes
with a face value of $100,000 via the issue of ordinary shares at a deemed price of the capital raising price of
$0.12 per share through the issue of 833,333 ordinary shares (“Convertible Note Shares”). The Convertible Note
Shares were issued in December 2016.
On 31 May 2017, the Company closed the Share Offer under the Prospectus and issued 42,500,000 fully paid
ordinary shares at $0.20 each amounting to $8,500,000 (before issue costs) to the subscribers of the Share Offer.
The Company received $123,500 as full payment for shares subscribed by Belgrave Capital Management in prior
years. Accordingly, the partially paid ordinary shares are now classified as fully paid shares.
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion
to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a
meeting in person or proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have
no par value and the Company does not have a limited amount of authorised capital.
b) Foreign Currency Reserves
Balance at beginning of year
Movement during the year
Balance at the end of the year
30 June
2018
$
-
213,910
213,910
30 June
2017
$
(8,688)
8,688
-
40
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 11: ISSUED CAPITAL (CONTINUED)
c) Options
30 June 2018
30 June 2017
No.
$
No.
$
Balance at beginning of year
19,857,454
1,225,741
1,000,000
-
Issue of options to Directors and key
management (i)
Options issued to consultant (ii)
Options issued under the long-term incentive
plan (iii)
Options issued to broker – capital raising
Options issued to broker – IPO
Existing options to Directors and key
management vesting (iv)
Options forfeited (v)
Exercise of options
Balance at the end of the year
2,000,000
1,332,711
12,380,000
447,451
800,000
1,850,000
-
-
609,555
254,323
-
-
665,480
(3,800,000)
(114,269)
-
1,100,000
1,777,454
4,600,000
-
-
-
-
(1,000,000)
-
83,085
222,079
473,126
-
-
-
20,707,454
3,973,541
19,857,454
1,225,741
(i)
On 30 November 2017, the Company issued 2,000,000 unlisted options over fully paid ordinary shares to Mr.
Hegner (Directors). The details of the options granted are as follows:
Series
Number
Grant date
Expiry
date
Exercise
Price
$
Fair value at
grant date
$
Tranche A
500,000
30/11/2017
30/11/2021
Tranche B
500,000
30/11/2017
30/11/2021
Tranche C
500,000
30/11/2017
30/11/2021
Tranche D
500,000
30/11/2017
30/11/2021
2.50
3.00
3.50
4.00
Total
2,000,000
638,840
609,072
583,183
560,316
2,391,411
Vesting
date
30/11/2017
01/11/2018
01/11/2019
01/11/2020
Recognised
as Expense
in 2018
$
638,840
399,820
180,609
113,442
1,332,711
(ii)
On 4 September 2017, the Company issued 800,000 unlisted options over fully paid ordinary shares, with various
exercise prices and vesting periods, to an employee of the Company to provide an equity-based incentive for
future performance. The details of the options granted are as follows:
Series
Number
Grant date
Expiry
date
Exercise
Price
$
Fair value at
grant date
$
Tranche A
200,000
04/09/2017
22/02/2021
Tranche B
200,000
04/09/2017
22/02/2021
Tranche C
200,000
04/09/2017
22/02/2021
Tranche D
200,000
04/09/2017
22/02/2021
0.60
0.80
1.00
1.20
Total
800,000
194,113
183,697
174,908
167,307
720,025
Vesting
date
04/09/2018
04/09/2018
04/09/2018
04/09/2018
Recognised
as Expense
in 2018
$
164,331
155,513
148,073
141,638
609,555
41
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 11: ISSUED CAPITAL (CONTINUED)
(c)
(iii)
Options (continued)
During the 2018 financial year, a total of 1,850,000 unlisted options over fully paid ordinary shares were issued to
key employees to provide an equity-based incentive for future performance. The details of the options granted are
as follows:
Series
Number
Grant date
Expiry
date
Exercise
Price
$
Fair value at
grant date
$
Tranche A
Tranche B
Tranche C
Tranche D
Tranche A
Tranche B
Tranche C
Tranche D
25,000
25,000
25,000
25,000
75,000
75,000
75,000
75,000
02/11/2017
02/11/2021
02/11/2017
02/11/2021
02/11/2017
02/11/2021
02/11/2017
02/11/2021
15/11/2017
15/11/2021
15/11/2017
15/11/2021
15/11/2017
15/11/2021
15/11/2017
15/11/2021
Tranche A-1
166,666
12/06/2018
12/06/2022
Tranche A-2
233,334
12/06/2018
12/06/2022
Tranche B-1
116,666
12/06/2018
12/06/2022
Tranche B-2
233,334
12/06/2018
12/06/2022
Tranche C-1
116,666
12/06/2018
12/06/2022
Tranche C-2
233,334
12/06/2018
12/06/2022
Tranche D-1
116,666
12/06/2018
12/06/2022
Tranche D-2
233,334
12/06/2018
12/06/2022
2.50
3.00
3.50
4.00
2.50
3.00
3.50
4.00
1.00
1.00
1.50
1.50
2.00
2.00
2.50
2.50
32,148
30,653
29,352
28,203
56,230
77,881
74,414
71,362
60,486
84,681
37,361
74,723
33,740
67,481
30,926
61,852
Vesting
date
02/11/2017
16/10/2018
16/10/2019
16/10/2020
15/11/2017
01/09/2018
01/09/2019
01/09/2020
12/06/2019
12/06/2020
12/06/2019
12/06/2020
12/06/2019
12/06/2020
12/06/2019
12/06/2020
Recognised
as Expense
in 2018
$
32,148
19,483
9,328
5,970
56,230
65,085
31,094
19,861
2,983
2,085
1,842
1,840
1,664
1,662
1,525
1,523
Total
1,850,000
851,493
254,323
(iv)
9,380,000 unlisted options, issued on 21 February 2017, partially vested in the financial year as follows:
Series
Number
Grant date
Expiry
date
Exercise
Price
$
Fair
value at
grant
date
$
Vesting
date
Recognised as
Expense in
2018
$
Tranche A-
1
1,800,000
21/02/2017
21/02/2021
0.20
250,786
21/02/2018
162,152
Tranche B
2,870,000
21/02/2017
21/02/2021
Tranche C
1,570,000
21/02/2017
21/02/2021
Tranche D
1,570,000
21/02/2017
21/02/2021
Tranche E
1,570,000
21/02/2017
21/02/2021
0.30
0.40
0.60
0.80
362,016
21/02/2018
182,399
21/02/2018
159,537
21/02/2019
143,109
21/02/2019
Total
9,380,000
1,097,847
234,071
117,934
79,768
71,555
665,480
(v)
During the 2018 financial year, 3,800,000 unlisted options that were issued to previous Directors and employees
were forfeited due to the failure to satisfy vesting conditions of remaining with the Company.
42
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 12: DISCONTINUED OPERATIONS
On 31 December 2016, the Company sold its investment in DM Bergbau GmbH to Mr. Christopher Robert Wanless (“the
Purchaser”), a Director for a consideration $99,217 (Euro 70,000) resulting in a loss before income tax of $15,095.
Consequently all assets and liabilities allocable to DM Bergbau GmbH have been effectively transferred to the Purchaser
as at 31 December 2016.
Revenue and expenses, gains and losses relating to the sale of this subsidiary have been eliminated from profit or loss
from the Group’s continuing operations and are shown as a single line item on the face of the consolidated statement of
profit or loss and other comprehensive income.
Financial performance information
Revenue
Administration expense
Employee benefits expense
Loss before income tax
Income tax expense
Loss after income tax expense
Loss on disposal before income tax expense
Income tax expense
Loss on disposal after income tax expense
Loss after income tax expense from discontinued operations
The carrying amounts of assets and liabilities disposed
Assets
Cash and cash equivalents
Trade and other receivables
Liabilities
Trade and other payables
Cash flow information
Net cash flows from operating activities
Net increase in cash and cash equivalents from discontinued operations
30 June
2017
$
26,637
(28,627)
(47,732)
(49,722)
-
(49,722)
(15,095)
-
(15,095)
(64,817)
30 June
2017
$
-
-
-
-
-
30 June
2017
$
7,412
7,412
43
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 13: CONTINGENT LIABILITIES
There were no contingent liabilities as at 30 June 2018.
NOTE 14: SIGNIFICANT EVENTS AFTER THE REPORTING DATE
On 9 August 2018, 30,000 unlisted Tranche A long-term incentive options were exercised at $0.30 per share for a total of
$9,000 and 30,000 fully paid ordinary shares.
On 24 August 2018, shareholders approved the issue of 600,000 performance rights to Mr F.D. Hegner.
On 11 September 2018, 1,045,000 unlisted Tranche A-1 management options were exercised at $0.20 per share for a total
application of $209,000 and 1,045,000 fully paid ordinary shares, and 570,000 unlisted Tranche B management options
were exercised at $0.30 per share for a total of $171,000 and 570,000 fully paid ordinary shares.
On 28 September 2018 the Company announced that it has received firm commitments to raise $3 million through a private
placement to issue 15 million shares at a price of $0.20 per share. The Company intends to issue shares to investors by 5
October 2018.
Other than disclosed above, the directors are not aware of any matters or circumstances not otherwise dealt with in this
report or consolidated financial statements that have significantly affected or may significantly affect the operations of the
Group, the results of those operations or the state of affairs of the Group in subsequent financial periods.
NOTE 15: DIVIDENDS
The directors have not declared any dividend for the year ended 30 June 2018.
NOTE 16: SHARE-BASED PAYMENTS
a) Recognised share-based payment expense
From time to time, the Company provides Incentive Options to officers, employees, consultants and other key advisors as
part of remuneration and incentive arrangements. The number of options granted, and the terms of the options granted are
determined by the Board. Shareholder approval is sought where required. During the past two years, the following equity-
settled share-based payments have been recognised:
Expense arising from option-settled share-based payment transactions
Expense arising from share-settled share-based payment transactions
Net share based payment expense recognised in the profit or loss
b) Summary of options granted as share-based payments
30 June
2018
$
2,747,800
-
2,747,800
30 June
2017
$
530,536
30,289
560,825
The following table illustrates the number and weighted average exercise prices (WAEP) of Incentive Options granted as
share-based payments at the beginning and end of the financial year:
30 June 2018
30 June 2017
Number
WAEP
Number
WAEP
Outstanding at beginning of year
19,857,454
Granted by the Company during the
year
Forfeited during the year
Outstanding at end of year
4,650,000
(3,800,000)
20,707,454
$0.44
$2.37
($0.44)
$0.83
-
19,857,454
-
19,857,454
-
$0.44
-
$0.44
44
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 17: RELATED PARTY TRANSACTIONS
a) Key management personnel
Short-term employee benefits
Post-employment benefits
Share-based payments - shares
Share-based payments - options
b) Related party balances
30 June
30 June
2018
$
698,643
222,076
-
1,980,477
2,901,196
2017
$
355,613
2,059
30,289
439,072
827,033
As at 30 June 2018, the following balances were owed from/to key management personnel and or companies associated
with the shareholders and Directors:
Related party receivables
Belgrave Capital Management Limited (Related to Nicolaus Heinen)
Related party payables
Quaalup investments Pty Ltd – Loan (Related to Christopher Wanless)
Christopher Wanless – Loan
Belgrave Capital Management Limited (Related to Nicolaus Heinen)
Thomas Ernest Eadie
Donald Smith
30 June
30 June
2018
$
-
-
2017
$
11,143
11,143
30 June
30 June
2018
$
-
-
-
-
-
-
2017
$
8,113
2,500
3,333
2,500
13,340
29,786
c) Other transactions with related parties
There were no other transactions with related parties during the year ended 30 June 2018 (2017: nil).
45
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 17: RELATED PARTY TRANSACTIONS (continued)
d) Subsidiaries
The consolidated financial statements include the financial statements of Alderan Resources Limited and the following
subsidiaries:
Subsidiary
Country of
incorporation
Equity interest (%)
Volantis Resources Corp, Inc.
Valyrian Resources Corp.
Star Range Resources Limited
USA
USA
AUS
100%
100%
100%
100%
-
-
30 June 2018
30 June 2017
Valyrian Resources Corp. and Star Range Resources Limited were incorporated during the year.
Alderan Resources Limited is the ultimate Australian parent entity and ultimate parent of the Group.
NOTE 18: FINANCIAL INSTRUMENTS
a) Overview
The Company's principal financial instruments comprise receivables, payables, cash and cash equivalents. The main risks
arising from the Company's financial instruments are credit risk, liquidity risk, interest rate risk and foreign currency risk.
This note presents information about the Company's exposure to each of the above risks, its objectives, policies and
processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have been no
significant changes since the previous financial year to the exposure or management of these risks.
The Company manages its exposure to key financial risks in accordance with the Company's risk management policy. Key
financial risks are identified and reviewed annually and policies are revised as required. The overall objective of the
Company's risk management policy is to recognise and manage risks that affect the Company and to provide a stable
financial platform to enable the Company to operate efficiently.
The Company does not enter into derivative transactions to mitigate the financial risks. In addition, the Company's policy is
that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the Company's
operations change, the Directors will review this policy periodically going forward.
The Directors have overall responsibility for the establishment and oversight of the risk management framework. The
Directors review and approve policies for managing the Company's financial risks as summarised below.
Categories of financial instruments
Financial assets
Cash on hand and in bank
Trade and other receivables
Financial liabilities
Trade and other payables
Loans payable
30 June
2018
$
1,665,364
193,522
1,858,886
942,951
37,862
980,813
30 June
2017
$
7,681,175
243,649
7,924,824
238,666
2,500
241,166
46
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 18: FINANCIAL INSTRUMENTS (continued)
b) Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return
to stakeholders through the optimisation of the debt and equity balance. The Company’s overall strategy remains unchanged
from prior years. The capital structure of the Company consists of debt, cash and cash equivalents and equity, comprising
issued capital, reserves and retained earnings (accumulated losses). Operating cash flows are used to maintain and expand
operations, as well as to make routine expenditures such as tax, dividends and general administrative outgoings.
Gearing levels are reviewed by the Board on a regular basis in line with its target gearing ratio, the cost of capital and the
risks associated with each class of capital.
c) Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient
collateral where appropriate, as a means of mitigating the risk of financial loss from defaults.
The Company only transacts with entities that are rated the equivalent of investment grade and above. This information is
supplied by independent rating agencies where available and, if not available, the Company uses publicly available financial
information and its own trading record to rate its major customers.
The Company does not have any significant credit risk exposure to any single counterparty or any Company of
counterparties having similar characteristics.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations. This arises principally from cash and cash equivalents and trade and other receivables.
There are no significant concentrations of credit risk within the Company. The carrying amount of the Company's financial
assets represents the maximum credit risk exposure, as represented below:
Cash on hand and in bank
Trade and other receivables
Total
30 June
2018
$
1,665,364
193,522
1,858,886
30 June
2017
$
7,681,175
243,649
7,924,824
Trade and other receivables are comprised primarily of sundry receivables and GST refunds due. Where possible the
Company trades only with recognised, creditworthy third parties
With respect to credit risk arising from cash and cash equivalents, the Company's exposure to credit risk arises from default
of the counter party, with a maximum exposure equal to the carrying amount of these instruments.
d)
Interest Rate Risk
The Company's exposure to the risk of changes in market interest rates relates primarily to the bank deposits with floating
interest rate.
These financial assets with variable rates expose the Company to cash flow interest rate risk. All other financial assets and
liabilities, in the form of receivables and payables are non-interest bearing.
47
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 18: FINANCIAL INSTRUMENTS (continued)
At the reporting date, the interest rate profile of the Company's interest-bearing financial instruments was:
Interest-bearing financial instruments
Bank balances
Total
30 June
2018
$
850,516
850,516
30 June
2017
$
2,500,000
2,500,000
The Company currently does not engage in any hedging or derivative transactions to manage interest rate risk.
Interest rate sensitivity
A sensitivity of 0.1% (10 basis points) has been selected as this is considered reasonable given the current level of both
short term and long term interest rates. A 1% (100 basis points) movement in interest rates at the reporting date would
have increased (decreased) equity and profit and loss by the amounts shown below. This analysis assumes that all other
variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2018.
30 June 2018
Profit or loss
30 June 2017
Profit or loss
100bp
Increase
100bp
Decrease
100bp
Increase
100bp
Decrease
8,505
(8,505)
25,000
(25,000)
e) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Board's
approach to managing liquidity is to ensure, as far as possible, that the Company will always have sufficient liquidity to meet
its liabilities when due by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities.
The contractual maturities of financial liabilities, including estimated interest payments, are provided below. There are no
netting arrangements in respect of financial liabilities.
30 June 2018
≤6 Months
$
6-12 Months
$
1-5 Years
$
≥5 Years
$
Total
$
Financial Liabilities
Trade and other payables
Loans payable
Total
30 June 2017
Financial Liabilities
Trade and other payables
Loans payable
Total
470,311
37,862
508,173
472,640
-
472,640
-
-
-
-
-
-
942,951
37,862
980,813
≤6 Months
$
6-12 Months
$
1-5 Years
$
≥5 Years
$
Total
$
238,666
2,500
241,166
-
-
-
-
-
-
-
-
-
238,666
2,500
241,166
48
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 18: FINANCIAL INSTRUMENTS (continued)
f) Foreign Exchange Risk
The Company has an exposure to foreign exchange rates given that the Company operates in the United States of America.
A fluctuation in foreign exchange rates may affect the cost base of the costs and expenses of the company. The carrying
amounts of the Company’s foreign currency denominated monetary liabilities as at the reporting date expressed in
Australian dollars are as follows:
US dollar denominated balances
30 June 2018
$
30 June 2017
$
504,950
9,168
Foreign currency sensitivity analysis
The sensitivity analysis below details the Company’s sensitivity to an increase/decrease in the Australian Dollar against the
United States Dollar. The sensitivity analysis includes only outstanding foreign currency denominated monetary items. A
100 basis point is the sensitivity rate used when reporting foreign currency risk internally to management and represents
management’s assessment of the possible change in foreign exchange rates.
At reporting date, if foreign exchange rates had been 100 basis points higher or lower and all other variables held constant,
the Company’s loss will increase/decrease by $5,495 (2017: $92); and net assets will increase/decrease by $5,495 (2017:
$92).
The Company’s sensitivity to foreign exchange rates has not changed significantly from prior year.
g) Fair values
The net fair value of financial assets and financial liabilities approximates their carrying value. The methods for estimating
fair value are outlined in the relevant notes to the financial statements.
NOTE 19: COMMITTMENTS
Exploration expenditure and annual lease/claim payments
Committed at the reporting date but not recognised as liability:
Within one year
One to five years
30 June
2018
$
30 June
2017
$
465,888
1,120,832
1,586,720
385,828
1,518,438
1,904,266
Where the commitments are due in US Dollars, the Company has used the spot rate on 30 June 2018 as a conversion for
the commitments into Australian Dollars.
In order to maintain current rights of tenure to exploration tenements, the Company is required to outlay rentals and to meet
the minimum expenditure requirements by the Mineral Resources Authority. Minimum expenditure commitments may be
subject to renegotiation and with approval may otherwise be avoided by sale, farm out or relinquishment. These obligations
are not provided for in the financial statements.
49
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 20: PARENT ENTITY INFORMATION
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive loss
Financial Position
Total Assets
Total Liabilities
Net Assets
Issue Capital
Reserves
Accumulated Losses
Total Equity
Parent
30 June
2018
$
30 June
2017
$
(6,492,308)
(1,565,689)
(6,492,308)
(1,565,689)
8,031,965
(86,991)
7,944,974
9,109,604
(241,166)
8,868,438
12,372,806
3,973,541
9,551,762
1,225,741
(8,401,373)
(1,909,065)
7,944,974
8,868,438
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2018 and 30 June 2017.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2018 and 30 June 2017.
Capital commitments
The commitments disclosed in Note 19 relate solely to the parent entity.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1,
except for the following:
a.
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity
NOTE 21: AUDITOR’S REMUNERATION
The auditor of the Group is RSM Australia Partners.
Audit or review of the financial statements
Investigating accountant’s report
30 June
2018
$
28,000
-
28,000
30 June
2017
$
18,000
8,000
26,000
50
Alderan Resources Limited
DIRECTORS’ DECLARATION
In the opinion of the Directors:
1.
The consolidated financial statements and notes thereto are in accordance with the Corporations Act 2001
including:
a.
b.
giving a true and fair view of the Group’s financial position as at 30 June 2018 and its performance for the
year then ended; and
complying with Australian Accounting Standards (including the Australian Accounting Interpretations), the
Corporations Regulations 2001 and other mandatory professional reporting requirements; and
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.
The consolidated financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
2.
3.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance with
Section 295A of the Corporations Act 2001.
This declaration is signed in accordance with a resolution of the Board of Directors.
Mr. Christopher Robert Wanless
Director
Dated this 28th day of September 2018
51
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
ALDERAN RESOURCES LIMITED
Opinion
We have audited the financial report of Alderan Resources Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated
statement of comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
Giving a true and fair view of the Group's financial position as at 30 June 2018 and of its financial
performance for the year then ended; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our audit addressed this matter
Carrying Value of Capitalised Exploration and Evaluation Expenditure
Refer to Note 9 in the financial report
The Group has capitalised a significant amount of
exploration and evaluation expenditure, with a
carrying value of $6,564,208 as at 30 June 2018.
Our audit procedures included:
Obtaining evidence that the Group has valid rights to
We determined this to be a key audit matter due to
the significant management judgments involved in
assessing the carrying value in accordance with
AASB 6 Exploration for and Evaluation of Mineral
Resources, including:
finding
the basis on which
Determination of whether the expenditure can be
specific mineral
that
associated with
resources, and
expenditure is allocated to an area of interest;
Determination of whether exploration activities
have progressed to the stage at which the
existence of an economically
recoverable
mineral reserve may be assessed; and
Assessing whether any indicators of impairment
are present, and if so, judgments applied to
determine and quantify any impairment loss.
Going Concern
Refer to Note 1 in the financial report
For the year ended 30 June 2018, the Group
incurred a net loss of $6,706,218 and had net cash
outflows from operating activities of $8,275,735 and
net cash outflows from investing activities $575,360.
The directors’ have prepared the financial report on
the going concern basis.
The directors’ assessment of the Group’s ability to
continue as a going concern is based on a cash flow
budget. This cash flow budget includes future capital
raisings.
We determined this assessment of going concern to
be a key audit matter due to the significant
judgements involved in preparing a cash flow
budget.
explore in the specific area of interest;
Reviewing and enquiring with management the
basis on which they have determined that the
exploration and evaluation of mineral resources has
the stage which permits a
not yet reached
reasonable assessment of
the existence or
otherwise of economically recoverable reserves;
Agreeing a sample of additions to capitalised
exploration and evaluation expenditure to supporting
documentation and ensuring that the amounts were
capital in nature and relate to the area of interest;
Enquiring with management and reviewing budgets
and plans to test that the Group will incur substantive
expenditure on further exploration for and evaluation
of mineral resources in the specific area of interest;
and
Critically assessing and evaluating management’s
assessment that no indicators of impairment existed.
Our audit procedures included:
Assessing the appropriateness and mathematical
accuracy of the cash flow budget prepared by
management;
Challenging the reasonableness of key assumptions
used, including the likelihood of future capital
raisings;
Critically assessing the directors’ reasons of why
they believe it is appropriate to prepare the financial
report on a going concern basis; and
Assessing the adequacy of the going concern
disclosures in the financial report.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2018, but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporation Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This
description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors' report for the year ended 30 June 2018.
In our opinion, the Remuneration Report of Alderan Resources Limited, for the year ended 30 June 2018, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 28 September 2018
TUTU PHONG
Partner
CORPORATE GOVERNANCE
The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies
and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.
To the extent applicable, our Company has adopted the Recommendations.
No.
PRINCIPLES AND RECOMMENDATIONS
(Summary)
COMPLIES
COMMENT
1.
LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1
responsibilities
A listed entity should disclose the respective roles
and
and
management; and
those matters expressly
reserved to the board and those delegated to
management.
board
its
of
1.2
A listed entity should:
(a) undertake appropriate
checks before
appointing a person, or putting forward to
security holders a candidate for election, as
a director; and
(b) provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-elect
a director.
Yes
The Board is ultimately accountable for the performance of the Company and provides leadership and sets
the strategic objectives of the Company. It appoints all senior executives and assesses their performance
on at least an annual basis. It is responsible for overseeing all corporate reporting systems, remuneration
frameworks, governance issues, and stakeholder communications. Decisions reserved for the Board relate
to those that have a fundamental impact on the Company, such as material acquisitions and takeovers,
dividends and buybacks, material profits upgrades and downgrades, and significant closures.
The Company has developed a Board Charter which sets out the roles and responsibilities of the Board, a
copy of which is available on the Company's website.
Yes
The Company undertakes comprehensive reference checks prior to appointing a director or putting that
person forward as a candidate to ensure that person is competent, experienced, and would not be impaired
in any way from undertaking the duties of a director.
In addition, the Company’s Nomination Committee Charter establishes accountability for requiring
appropriate checks of potential directors to be carried out before appointing that person or putting them
forward as a candidate for election, and this will be undertaken with respect to all future appointments.
1.3
A listed entity should have a written agreement
with each director and senior executive setting
out the terms of their appointment.
Yes
The Company maintains written agreements with each of its Directors and senior executives setting out
their roles and responsibilities and the terms of their appointment.
56
Alderan Resources Limited
1.4
1.5
The company secretary of a listed entity should
be accountable directly to the board, through the
chair, on all matters to do with the proper
functioning of the Board.
A listed entity should have a diversity policy and
should disclose at the end of each reporting
period the measurable objectives for achieving
gender diversity and
towards
achieving those objectives.
the progress
Yes
The Company Secretary is engaged by the Company to manage the proper function of the Board. The
Company Secretary reports directly to the Chair and is accountable to the Board.
Partial
The Company recognises the importance of equal employment opportunity. The Company's corporate code
of conduct provides a framework for undertaking ethical conduct in employment. Under the corporate code
of conduct, the Company will not tolerate any form of discrimination or harassment in the workplace.
However, the Company has determined to not initially adopt a formal policy and establish measurable
objectives for achieving gender diversity (and accordingly, will not initially be in a position to report against
measurable objectives). The Board considers that its approach to gender diversity and measurable
objectives is justified by the current nature, size and scope of the business, but will consider in the future,
once the business operations of the Company mature, whether a more formal approach to diversity is
required.
The Company currently has no female board members or senior executives.
1.6
A listed entity should:
Yes
The Board will review its performance annually, as well as the performance of individual Committees and
individual directors (including the performance of the Chairman as Chairman of the Board).
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors;
(b) and disclose, in relation to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
1.7
A listed entity should have and disclose a process
for periodically evaluating the performance of its
senior executives and disclose, in relation to each
reporting period, whether a performance
evaluation was undertaken in the reporting period
in accordance with that process.
The Company has undertaken an annual review which is still ongoing and will be reported in the Company’s
next Annual Report.
Yes
The Board is responsible for periodically evaluating the performance of senior executives. The Board is to
arrange an annual performance evaluation of the senior executives. Performance evaluations were
undertaken during the reporting period in accordance with the process.
2.
LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
2.1
The Company should have a Nomination
Committee which has at least 3 members a
majority of whom are independent and is chaired
by an independent director.
Yes
The Board has not established a separate nomination committee. Given the scale of the Company’s
operations, it is anticipated that the full Board will be able to continue adequately discharge the functions of
a Nomination Committee for the short to medium term. The Board will consider establishing a Nomination
Committee when the size and complexity of the Company’s operations and management warrant it. In the
meantime, the Company has adopted a Nomination Committee Charter and Remuneration Committee
If it does not have a nomination committee, the
Board should disclose that fact and the processes
it employs to address board succession issues
and to ensure that the Board has the appropriate
balance of skills, knowledge, experience,
independence and diversity to enable it to
discharge
responsibilities
effectively.
its duties and
Charter, which includes specific responsibilities to be carried out by those committees when they are
established.
The Company’s Nomination Committee Charter and Remuneration Committee Charter are available on the
Company’s website.
Alderan Resources Limited
2.2
A listed entity should have and disclose a board
skills matrix setting out the mix of skills and
diversity that the board currently has or is looking
to achieve in its membership.
No
The Board has been specifically constituted with the mix of skills and experience that the Company requires
to move forward in implementing its business objectives. The composition of the Board and the performance
of each Director will be reviewed from time to time to ensure that the Board continues to have a mix of skills
and experience necessary for the conduct of the Company’s activities as the Company’s business matures
and evolves.
2.3
A listed entity should disclose:
Yes
Details of the Directors and their independence status as follows:-.
(a) the names of the directors considered by the
Nicolaus Heinen, Non-executive Chairman - Not independent
board to be independent directors;
Christopher Wanless, Executive Director and CEO - Not independent
(b) if a director has an interest, position,
association or
relationship which may
otherwise be seen as a conflict to the
director’s obligation to the company but the
board is of the opinion that it does not
the
compromise
director, the nature of the interest, position,
association or relationship in question and an
explanation of why the board is of that
opinion; and
independence of
the
(c)
the length of service for each director
F.D.
Hegner, Executive Director - Not independent
Ernest Thomas Eadie, Non-executive Director – Independent
The independence of each Director has been determined in taking into account the relevant factors
suggested in The Corporate Governance Principles and Recommendations (3rd Edition) as published by
ASX Corporate Governance Council (Recommendations) (Independence Factors).
The length of service for each director is disclosed in this Annual Report.
2.4
A majority of the board of a listed entity should be
independent directors
No
As disclosed in the response to Recommendation 2.3 above, only one of the Directors is considered
independent.
However, the Company is confident that current composition of the Board is optimal for its current level of
operations, and is therefore in the best interests of the Company and its shareholders. The Board will review
the balance of independence on the Board on an on-going basis, and will implement changes at its discretion
having regard to the Company’s growth and changing management and operational circumstances.
2.5
The chair of the board of a listed entity should be
an independent director and, in particular, should
not be the same person as the CEO of the entity
No
Mr Heinen is not considered independent as he is an agent of a substantial shareholder of the Company.
However, the Company believes that Mr Heinen is suited to carrying out the functions of the Chair as Mr
Heinen’s specific expertise is a key factor for the future success of the Company. The Board believes the
alignment of the interests of Directors with those of shareholders as being the most efficient way to ensure
shareholders’ interests are protected. The Board believes that this is both appropriate and acceptable at
this stage of the Company’s development.
Alderan Resources Limited
2.6
directors
A listed entity should have a program for inducting
new
appropriate
and
for
professional development opportunities
directors to develop and maintain the skills and
knowledge needed to perform their role as
directors effectively.
provide
Yes
Upon appointment to the Board new Directors are provided with Company policies and procedures and
are provided an opportunity to discuss the Company's operations with senior management and the Board.
The Company encourages its Directors to participate in professional development opportunities presented
to the Company and provides appropriate industry information to its Board members on a regular basis.
3.
PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING
3.1
A listed entity should have a code of conduct for
its directors, senior executives and employees
and disclose that code or a summary of it.
Yes
The Company has adopted a Code of Conduct, which provides a framework for decisions and actions in
relation to ethical conduct in business. All of the Company’s directors and employees are required to comply
with the standards of behaviour and business ethics in accordance with the law and the Code of Conduct.
The Code of Conduct is disclosed on the Company’s website.
4.
SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
4.1
The Board of a listed entity should have an audit
committee which consists of at least 3 members
all of whom are non- executive directors and a
majority of whom are independent directors and
the committee should be chaired by an
independent director who is not the chair of the
board.
If it does not have an audit committee, the Board
should disclose that fact and the processes it
employs that independently verify and safeguard
the integrity of its corporate reporting, including
the processes for the appointment and removal of
the external auditor and the rotation of the audit
engagement partner.
Yes
The Board has not established a separate audit committee. Given the present size of the Company and the
scale of its operations, the Board has decided that the full Board can adequately discharge the functions of
an audit committee. The Board will establish an Audit Committee when the size and complexity of the
Company’s operations and management warrant it.
In the meantime, the Board has adopted an Audit and Risk Committee Charter, which includes specific
responsibilities relating to audit and risk, and which the Board uses as a guide when acting in the capacity
of the Audit Committee.
The Company’s Audit and Risk Committee Charter is available on the Company’s website.
4.2
The board of a listed entity should, before it
approves the entity’s financial statements for a
financial period, receive from its CEO and CFO a
declaration that, in their opinion, the financial
the entity have been properly
records of
maintained and that the financial statements
comply with
the appropriate accounting
standards and give a true and fair view of the
financial position and performance of the entity
and that the opinion has been formed on the basis
of a sound system of risk management and
internal control which is operating effectively.
4.3
A listed entity that has an AGM should ensure that
its external auditor attends its AGM and is
available to answer questions from security
holders relevant to the audit.
5.
MAKE TIMELY AND BALANCED DISCLOSURES
5.1
A listed entity should have a written policy for
complying with
its continuous disclosure
obligations under the Listing Rules and disclose
that policy or a summary of it.
Yes
The Board will continue to require a conforming declaration from the relevant key executive or executives
before it approves the entity’s financial statements for each financial period, consistent with practise to date.
Alderan Resources Limited
Yes
The Company’s external auditor will be invited to attend all Annual General Meetings of the Company and
will be available to answer questions from security holders relevant to the audit.
Yes
The Company has a Continuous Disclosure Policy which includes processes to ensure compliance with
ASX Listing Rule 3.1 disclosure and to ensure accountability at a senior executive level for compliance and
factual presentation of the Company’s financial position.
The Continuous Disclosure Policy is disclosed on the Company’s website.
6.
RESPECTS THE RIGHTS OF SHAREHOLDERS
6.1
6.2
6.3
A listed entity should provide information about
itself and its governance to investors via its
website.
A listed entity should design and implement an
investor relations program to facilitate effective
two-way communication with investors.
A listed entity should disclose the policies and
processes it has in place to facilitate and
encourage participation at meetings of security
holders.
Yes
Yes
Yes
The Company has established a website on which it maintains information in relation to corporate
governance, directors and senior executives, Board and committee charters, annual reports, ASX
announcements and contact details.
The Company has adopted a Shareholder Communications Policy, which establishes principles to ensure
that the shareholders are informed of all major developments affecting the Company’s state of affairs.
The Shareholder Communications Policy is disclosed on the Company’s website.
The Company encourages shareholders to participate in general meetings of the Company as a means by
which feedback can be given to the Company and allocates scheduled question time at meetings of
Shareholders to facilitate participation at those meetings.
Alderan Resources Limited
The Company engages its share registry to manage the majority of communications with shareholders.
Shareholders are encouraged to receive correspondence from the Company electronically, thereby
facilitating a more effective, efficient and environmentally friendly communication mechanism with
shareholders. Shareholders not already receiving information electronically can elect to do so through the
share registry, Automic Share Registry Pty Ltd at www.automic.com.au.
The Board has not established a separate risk committee. Given the present size of the company, the Board
has decided that the full Board can adequately discharge the functions of a risk committee for the time being.
The Board will establish a Risk Committee when the size and complexity of the Company’s operations and
management warrant it.
In the meantime, the Company’s Audit and Risk Committee Charter includes principles to guide the Board’s
oversight of the Company’s risk function.
The identification and management of risk has been continually at the forefront of the Company’s recent
activities.
In accordance with the Audit and Risk Committee Charter, the Board will review the Company’s risk
management framework on an annual basis. Such as review has not taken place since the Company
adopted its risk framework and listed on the ASX. The Company intends to conduct this review prior to its
next annual reporting date.
Yes
Given the present size of the company, the Board has decided that a formal internal audit function is not
required for the time being.
The risk management functions employed by the Board are summarised above.
6.4
A listed entity should give security holders the
option to receive communications from, and send
communications to, the entity and its security
registry electronically.
7.
RECOGNISE AND MANAGE RISK
7.1
The Board should establish a risk management
committee made up of at least 3 members, a
majority of whom are independent directors, and
chaired by an independent director.
If it does not have a risk committee, the Board
should disclose that fact and the processes it
employs
risk
for overseeing
management framework.
the entity’s
Yes
Yes
7.2
The board or a committee of the board should:
Yes
(a) review
the entity’s
risk management
framework at least annually to satisfy itself
that it continues to be sound; and
(b) disclose, in relation to each reporting period,
whether such a review has taken place.
7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the
is structured and what role it
function
performs; or
(b) if it does not have an internal audit function,
that fact and the processes it employs for
evaluating and continually improving the
effectiveness of its risk management and
internal control processes.
7.4
A listed entity should disclose whether it has any
material exposure to economic, environmental
Yes
The Company provides its material risks below, including exposure to economic, environmental and social
sustainability risks. The Company will continue to disclose these material risks in the future in its annual
report or elsewhere as appropriate.
and social sustainability risks and, if it does, how
it manages or intends to manage those risks.
Alderan Resources Limited
Liquidity risk
Certain securities are likely to be classified as restricted securities. To the extent that Shares are classified
as restricted securities, the liquidity of the market for Shares may be adversely affected.
Limited exploration on the Frisco Project
Although there have been various phases of exploration across the Tenements that comprise the Frisco
Project, the prospects on which the Company are focusing are in the early stages of exploration and do not
contain any resources that are consistent with the current JORC Code guidelines. Further evaluation of
data and exploration is required to determine whether any historical mineralisation estimates within the
licences may be upgraded to be consistent with the current JORC Code guidelines.
Exploration and evaluation risks
Mineral exploration, development and mining activities are high-risk undertakings. There can be no
assurance that exploration on these Tenements, or any other claims or leases that may be acquired in the
future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is
identified, there is no guarantee that it can be economically exploited.
Title risks
Mineral rights in the USA may be owned by private parties, local government, state government, federal
government, or indigenous groups. Verifying the chain of title for USA mineral rights can be complex and
may require that remedial steps be taken to correct any defect in title. Securing exploration and extraction
rights to federally-owned mineral rights requires strict adherence to claim staking and maintenance
requirements. The Company has taken reasonable steps to verify the title to the Tenements in which it
has, or has a right to acquire, an interest. Although these steps are in line with market practice for
exploration projects such as the Frisco Project, they do not guarantee title to the Tenements nor guarantee
that the Tenements are free of any third party rights or claims.
Future capital requirements
The Company's activities are likely to require substantial expenditure, in additional to the amounts raised
under the Offer. Any additional equity financing may be dilutive to Shareholders and any debt financing if
available may involve restrictive covenants, which may limit the Company's operations and business
strategy.
Although the Directors believe that additional capital can be obtained, there can be no assurance that
appropriate capital or funding, if and when needed, will be available on terms favourable to the Company
or at all. The Company's failure to raise capital if and when needed could delay or suspend the Company's
business strategy and could have a material adverse effect on the Company's activities.
Reliance on key personnel
The Company’s future depends, in part, on its ability to attract and retain key personnel. Its future also
depends on the continued contributions of its executive management team and other key management and
technical personnel, the loss of whose services would be difficult to replace. In addition, the inability to
Alderan Resources Limited
continue to attract appropriately qualified personnel could have a material adverse effect on the Company’s
business.
Fluctuations in Commodity prices
The Company’s business, prospects, financial condition and results of operations are heavily dependent
on prevailing metals prices, particularly copper. There can be no assurance that the existing level of metals
prices will be maintained in the future. Any future declines, even relatively modest ones, in metals prices
could adversely affect the Company's business, prospects, financial condition and results of operations.
Exchange rate risks
The Company operates in multiple currencies and exchanges rates are constantly fluctuating. International
prices of various commodities, as well as the exploration expenditure of the Company are denominated in
United States dollars, whereas the Company will rely principally on funds raised and accounted for in
Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between
the United States dollar and the Australian dollar as determined in international markets.
Other industry specific risks
The Company’s activities are subject to a number of risks common to the conduct of mining exploration and
the financing of mining exploration activities, including but not limited to:
(a)
(b)
(c)
(d)
(e)
(f)
risks inherent in resource estimation;
operation and technical risks;
environmental risks;
tenure risks;
contract counterparty risks; and
competition risks.
8.
REMUNERATE FAIRLY AND RESPONSIBLY
8.1
The board should establish a remuneration
committee which has at least three members, a
majority of whom are independent and which is
chaired by an independent director.
If it does not have a remuneration committee,
disclose that fact and the processes it employs for
setting the level and composition of remuneration
for directors and senior executives and ensuring
that such remuneration is appropriate and not
excessive
Yes
The Board has not established a separate remuneration committee. Given the present size of the company,
the Board has decided that the full Board can adequately discharge the functions of a remuneration
committee for the time being.
The Board will establish a Remuneration Committee when the size and complexity of the Company’s
operations and management warrant it.
In the meantime, the Board has adopted a Remuneration Committee Charter, which includes principles for
setting and reviewing the level and composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive, including if required, the ability to obtain
independent advice on the appropriateness of remuneration packages. Until such time as the Remuneration
Committee is established, the functions of this committee will continue to be carried out by the full Board.
Yes
Each director has entered a separate employment or consultancy agreement with the Company.
Alderan Resources Limited
8.2
A listed entity should separately disclose its
policies and practices regarding the remuneration
of non-executive directors and the remuneration
of executive directors and other senior
executives.
8.3
A listed entity which has an equity- based
remuneration scheme should:
N/A
(a) have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating
in the scheme; and
(b) disclose that policy or a summary of it.
The remuneration of directors and senior executives is generally reviewed annually. As discussed under
Recommendation 8.1 above, a Remuneration Committee Charter is in place, and the Board (in its capacity
as the Remuneration Committee) in will consider its approach to remuneration in due course having regard
to the Remuneration Committee Charter. Disclosure of the remuneration arrangements for Directors and
senior executives will be disclosed in the annual reports of the Company in the future.
The Company maintains a Securities Trading Policy which restricts the permission for employees and
directors to enter transactions which limit the economic risks associated with the participation in any of the
Company's equity based incentive schemes. A copy of the Securities Trading Policy is available on the
Company's website.
The use of derivatives or other hedging arrangements for unvested securities of the Company or vested
securities of the Company which are subject to escrow arrangements is prohibited. Where a director or
other senior executive uses derivatives or other hedging arrangements over vested securities of the
Company, this will be disclosed.
SCHEDULE OF MINING CLAIMS HELD AT REPORTING DATE
Patented Mining Claims
The Horn Patented Claims
ClaimName
Survey
Number
Sec
Twn
Rng
022**
Absolom
Accrington No. 1
Accrington No. 2
Accrington No. 3
Accrington No. 4
Accrington No. 5
Accrington No. 6
Accrington No. 7
Antwerp
Bonanza
Castle Rock Lode Part A
Castle Rock Lode Part B
Champion
Congress No. 2
Copper Glance No. 1
Copper Glance No. 2
Copper Glance No. 3
Cupric Fraction
Cupric**
Dick
Dolly
Dolly
Drum
Drum
Drum
Dumbarton
Emporia
Emporia No. 7
Emporia No. 8
Emporia No. 9
5946
5921
5986
5986
5986
5986
5986
5986
5986
43
49
6202
6202
5986
5986
5295
5295
5295
6481
5946
3399
61
5921
5986
5986
5986
15
23
22
22
22
22
22
22
22
15
23
24
24
22
23
15
15
15
15, 16
16
23
23
23
22
22
22
73
14, 23
5921
5986
5986
5986
26
22
22
23
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
127S
T27S
127S
T27S
127S
T27S
127S
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
65
Alderan Resources Limited
Patented Mining Claims (Continued)
ClaimName
Emporia No. 10
Emporia No. 11
Emporia Fraction
Florida
Survey
Number
5986
5986
5921
42
Fraction (aka Elinore Fraction)
5303
General Warner**
George Dewey
Grampian
Grampian Smelter
Granite*
Gulch & Switch
Harrison**
Hedges Fraction*
Hope Lode
Horn Silver Apex No. 1
Horn Silver Apex No. 2
Horn Silver Apex No. 3
Horn Silver Apex No. 4
Horn Silver Apex No. 5
Horn Silver Apex No. 7
Horn Silver Apex No. 8
Horn Silver Apex No. 9
Horn Silver Apex No. 10
Horn Silver Apex No. 11
Horn Silver Apex No. 12
Horn Silver Apex No. 13
Horn Silver Apex No. 14
Horn Silver Extension
Horn Silver Fraction
Horn Silver Millsite
Horn Silver Mine
5946
5986
51
40
72
6356
5946
4751
54
5921
5921
5921
5921
5921
5921
5921
5921
5921
5921
5921
5921
5921
5921
5989
38B
38A
Sec
Twn
Rng
26
26
26
15
2
16
22, 23
23
13
15
23
16
15
23
23
23
23
23
23
22, 23
23
23
22
23
23
26
22
23
23
13
23
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
T278
R13W
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
Humbug
5922
22
T27S
R13W
Patented Mining Claims (Continued)
Alderan Resources Limited
ClaimName
Humbug No. 1
Independence No. 1
Independence No. 3
Jay Hawker
Jennie Fraction
King Bird
King David
Lady Franklin
Lady Franklin Fraction
Lady Washington
Little Dick
Massachusetts*
Millsite No. 1
Millsite No. 2
Nineteen Hundred
Oil City*
Old Warrior
Quartzite No. 2*
Quartzite*
Reciprocity
Reciprocity No. 1
Reciprocity No. 3
Relief No. 2**
Relief**
St. Louis No. 1
St. Louis No. 2
St. Louis No. 3
St. Louis No. 4
St. Stephen No. 2
Sumner Lode
Sunbeam Mine
Sunbeam No. 1
Survey
Number
Sec
Twn
Rng
5922
5921
5921
60
6170
5265
5921
3400
5921
3401
5921
65
58
59
4655
4749
5921
71
66
5986
5986
5986
6483
6482
5986
5986
5986
5986
5921
74
22
26
26
23
22
31
23
26
26
23
23
15
13
13
23
15
23
14, 15
14
22
22
22
16
16
T27S
T27S
T27S
T27S
T27S
T26S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
22,23
T275
R13W
23
23
23
23
23
T27S
T27S
T27S
T27S
T27S
R13W
R13W
R13W
R13W
R13W
5922
15,16,21,22
T27S
R13W
5922
21,22
T27S
R13W
Transcendent*
5946
16
T275
R13W
Patented Mining Claims (Continued)
Alderan Resources Limited
ClaimName
Utah No. 1
Utah No. 2
Utah No. 3
Vorheas*
Warner No. 2**
Washington
Washington No. 2
Washington No. 3
Washington No. 4
Washington No. 5
Washington No. 6
Washington No. 7
Washington No. 8
Washington No. 10
Young America
Survey
Number
Sec
Twn
Rng
5986
5986
5986
4750
6480
5946
5946
5946
5946
5946
5946
5946
5946
5946
70
22
22
22
15
16
15
15, 22
15
15
22
15
15
15,22
15
23
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
T275
R13W
T27S
T27S
T27S
T27S
T27S
R13W
R13W
R13W
R13W
R13W
*These claims are owned 50% by Horn Silver Mines, 50% by Shoshone Resources. Volantis holds an option
to purchase a 100% interest in these claims under two separate option agreements.
** These claims are subject to a March 1, 2010 lease from Horn Silver Mines Inc. to Great American Resources,
LLC in which have the carbonates are leased to Great American Resources. Volantis holds an option to
purchase all non-carbonate minerals on the same claims, subject to the terms of the GAR lease.
Note: The listed township and ranges are all according to the Salt Lake Base & Meridian. The section numbers
are listed for convenience in locating a particular claim and do not indicate that the entirety of a particular claim
lies within the listed section or sections. All of the claims are located in the San Francisco Mining District except
for the King Bird Claim, which is located in the Beaver Lake Mining District. Most of the mining claims were
located and surveyed before the area was surveyed according to the public land survey system. Thus, a formal,
updated survey would be necessary to precisely locate the claims within the public land survey system.
A 50.5% undivided interest in the following described patented lode mining claims
located in the San Francisco Mining District, Beaver County, Utah:
ClaimName
Granite
Hedges Fraction
Massachusetts
Survey
Number
72
4751
65
Sec
Twn
Rng
15
15
15
T27S
T27S
T27S
RI3W
R13W
R13W
Alderan Resources Limited
Oil City
Quartzite No. 2
Quartzite
Vorheas
4749
15
71
66
4750
14,15
14
15
T27S
T27S
T27S
T27S
R13W
RI3W
R13W
R13W
The Cactus Patented Claims
ClaimName
Alturas
Anaconda Mining Claim
Anchor No. 2*
Antelope
Antler
Aransas Pass
Augusta
Bandit
Belmont Copper Silver
Blackbird No. 4
Boston
Buckhorn
Burro
Burro No. 1
Burro No. 2
Burro No. 3
Burro No. 4
Burro No. 5
Cactus Extention
Cactus Milisite
Cactus Mine U.S.
Calliope
Camille
Comet
Contact**
Copper Spring Mine
Copperopolis No. 3
Sec
Twn
Rng
Survey
Number
5303
4673
5118
5303
5303
2
3
7
2
2
4492A
3,4
4611
5827
4492A
6010
4611
5303
5393
5826
5826
5393
5393
5393
4492A
39B
39A
5303
4709
64
5303
4709
4709
3
3
3
2,11
3
2
10
10
10
10
3,10
3,10
3
24
3
2
2
2, 3
3
11,14
10
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
127S
T27S
T27S
R13W
R13W
R12W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
Alderan Resources Limited
Copperopolis No. 4
4709
10
T27S
R13W
Patented Mining Claims (Continued)
ClaimName
Survey
Number
Sec
Twn
Rng
Copperopolis No. 5
Copperopolis No. 6
Copperopolis No. 7
Copperopolis No. 8
Copperopolis No. 9
Cottonwood
Daisy
Dandy
Divide**
Dull Knife
Dump
Earth
Elinore
Elk
Emerald
Estelle
EVA
Excelsior
Excelsior No. 2
Excelsior No. 3
Excelsior No. 4
Excelsior No. 6
Excelsior No. 7
Franklin
Frisco
Frisco No. 3
Gadfly*
Good Fortune
Good Luck
4709
4709
4709
4709
4709
4709
4709
5303
5303
5205
5825
5394
5303
5303
5303
4611
5303
4709
4709
4709
4709
4709
4709
5303
5205
5205
5303
5394
5394
10
11
10
10
11
2,11
2
3
3
14
4
4
3
2
2
3
2
11
11
11
11,14
11
11
2
14
14
34
3
3
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T26S
T27S
T27S
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
Alderan Resources Limited
Patented Mining Claims (Continued)
ClaimName
Survey
Number
Sec
Twn
Rng
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R12-
13W
R12-
13W
R13W
R13W
Goodhope No. 1
Goodhope No. 2
Gray Horse
Hesperides
High
High Point
Hillside Lode
5199
5199
4709
5205
4709
5303
4706
12
12
11
14
11
2,3
3,10
T27S
T27S
T27S
T27S
T27S
T27S
T27S
Homestake No. 1
5118
7,12
T27S
Homestake No. 2
Igneous
Iron Chief
Jinney No. 1
Jinney No. 2
Jinney No. 3
Jinney No. 4
Jupiter
Lambson
Laura
Lookout No. 2
Louise R
Maggie No. 1
Maggie**
Mamie
Mars
Mascot
May Queen
May Queen No. 2
Midvale Placer
Moose
Morrison No. 2
5118
5303
4673
5394
5394
5394
5394
5394
5303
4611
5199
4611
5303
5303
5394
5394
5827
4709
4709
4877
5303
4876
7,12
3
2
T27S
T27S
T27S
4,33
T27S,T26S
R13W
33
4,33
4,33
4
34
3
11,12
3
34
34
4
4
3,4
11
11
9
3
8
T26S
R13W
T27S,T26S
R13W
T27S,T26S
R13W
T27S
T26S
T27S
T27S
T27S
T26S
T26S
T27S
T27S
T27S
T27S
T278
T27S
T27S
T27S
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R9W
R13W
R13W
Alderan Resources Limited
Nana
4754
3
T27S
R13W
Patented Mining Claims (Continued)
ClaimName
Survey
Number
Sec
Twn
Rng
Neptune
New Years
New Year's Spring
Olga
Ophir
Pathfinder
Puritan
Purity
Quartz No. 1**
Raleigh
Regulator
Regulator No. 2
Royalist
Ruby Lode
San Antonio
Sapho
Saturn
Scorpion
Scorpion No. 1
Sun
5394
4492A
4492B
4709
4492A
4709
4673
4492A
5303
5303
4709
4709
5303
5205
4492A
4709
5394
5199
5199
5394
Texas Mining Claim
4492A
Townsite
Townsite Extention
Triumphant
Tunnel
U Bet
Uncle Sam
Union
Venus
Volcanic
W. P. J.
4755
4753
5303
4611
5303
4709
4752
5394
5827
4709
4
3
34
11
3
11
2,3
3
34
3
11
11
2
14
3
11
4
11
11
4
3,4
3,10
10,11
2
3,4
2
2
3
4
3
10
T278
T27S
T26S
T27S
T27S
T27S
T27S
T27S
T26S
T27S
T27S
T27S
T27S
127S
127S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T27S
T26S
T27S
T27S
R13W
R13W
R13W
R13W
R11W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
Alderan Resources Limited
West Dip
4492A
3
T27S
R13W
*These claims are owned 50% by Horn Silver Mines, 50% by Shoshone Resources. Volantis holds an option
to purchase a 100% interest in these claims under two separate option agreements.
** These claims are subject to a March 1, 2010 lease from Horn Silver Mines Inc. to Great American Resources,
LLC in which have the carbonates are leased to Great American Resources. Volantis holds an option to
purchase all non-carbonate minerals on the same claims, subject to the terms of the GAR lease.
Note: The listed township and ranges are all according to the Salt Lake Base & Meridian. The section numbers
are listed for convenience in locating a particular claim and do not indicate that the entirety of a particular claim
lies within the listed section or sections. All of the claims are located in the San Francisco Mining District. Most
of the mining claims were located and surveyed before the area was surveyed according to the public land
survey system. Thus, a formal, updated survey would be necessary to precisely locate the claims within the
public land survey system.
MEMORANDUM OF MINING LEASE
THE PROPERTY
ClaimName
Survey
Number
Sec
Twn Rng
District
Owner
Contact
Lot 37
33
26S 13W
Cunningham
Lot 38
33
26S 13W
Belcher
Eagle
Fraction
Genuine Contact
Good Luck
Good Luck No. 2
Granite
Granite
Extension
Granite No. 2
Granite No. 3
Granite No. 4
Indian
MS
5815
MS
5815
MS
5833
MS
5815
MS
5815
MS
5815
MS
5815
MS
5815
MS
5815
MS
5815
MS
5815
MS
5815
34
26S 13W
28
26S 13W
34
26S 13W
34
26S 13W
33
26S 13W
33
26S 13W
33
26S 13W
32,33 26S 13W
33
26S 13W
33
26S 13W
33
26S 13W
34
26S 13W
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
Ownership
%
50% / 25%
50% / 25%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
Alderan Resources Limited
Indian Chief
Indian Queen
MS
5815
MS
5815
34
26S 13W
33,34 26S 13W
Pruess- San
Francisco
Pruess- San
Francisco
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
Patented Mining Claims (Continued)
ClaimName
Survey
Number
Sec
Twn Rng
District
Owner
Jumbo
Jumbo Fraction
Jumbo No. 2
Jumbo No. 3
Jumbo No. 4
Jumbo No. 5
Leland No. 1
Leland No. 2
Leland No. 3
Leland No. 4
Leland No. 5
Leland No. 7
Little Jenna
Papoose
Papoose
Extension
Pirate
Ricko
Senga (AKA
Senaca)
Sunnyside
Treasure
MS
5815
MS
5847
MS
5846
MS
5846
MS
5847
MS
5847
MS
5815
MS
5815
MS
5815
MS
5815
MS
5815
MS
5815
MS
3269
MS
5815
MS
5933
MS
3270
MS
3269
MS
5815
MS
5815
MS
3269
28,33 26S 13W
28,34 26S 13W
28,35 26S 13W
33
26S 13W
28,33 26S 13W
27,28 26S 13W
27,34 26S 13W
34
26S 13W
27
26S 13W
27
26S 13W
27,34 26S 13W
33,34 26S 13W
33
26S 13W
34
26S 13W
34
26S 13W
33
26S 13W
33,34 26S 13W
34
26S 13W
34
26S 13W
33,34 26S 13W
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
50% /50%
50% /50%
Ownership
%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
Alderan Resources Limited
Ute
Venus
MS
5815
MS
5815
33
26S 13W
33
26S 13W
Pruess- San
Francisco
Pruess- San
Francisco
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
50% /50%
50% /50%
Patented Mining Claims (Continued)
ClaimName
Venus No. 2
Venus No. 3
Venus No. 4
Venus No. 5
Willow
Wino
Survey
Number
MS
5815
MS
5815
MS
5815
MS
5815
MS
5815
MS
5815
Sec
Twn Rng
District
Owner
33
26S 13W
33
26S 13W
33
26S 13W
33
26S 13W
34
26S 13W
33
26S 13W
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
Pruess- San
Francisco
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
Ownership
%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
50% /50%
2 All claims are located in Beaver County, Utah, with the township and ranges listed according to the Salt Lake
Base & Meridian. The section numbers are listed for convenience in locating a particular claim and do not
indicate that the entirety of a particular claim lies within the listed section or sections.
Alderan Resources Limited
Unpatented Mining Claims
Volantis Resources Corp
Claim
Name
Serial No.
Beaver Co Document No.
AW 1
AW 2
AW 3
AW 4
AW 5
AW 6
AW 7
AW 8
AW 9
AW 10
AW 11
AW 12
AW 13
AW 14
AW 15
AW 16
AW 17
AW 18
AW 19
AW 20
AW 21
AW 22
AW 23
AW 24
AW 25
AW 26
AW 27
AW 28
AW 29
AW 30
AW 31
CT 1
CT 2
CT 3
CT 4
437250
437251
437252
437253
437254
437255
437256
437257
437258
437259
437260
437261
437262
437263
437264
437265
437266
437267
437268
437269
437270
437271
437272
437273
437274
437275
437276
437277
437278
437279
437280
426677
426678
426679
426680
264029
264030
264031
264032
264033
264034
264035
264036
264037
264038
264039
264040
264041
264042
264043
264044
264045
264046
264047
264048
264049
264050
264051
264052
264053
264054
264055
264056
264057
264058
264059
258648
258649
258650
258651
Unpatented Mining Claims (Continued)
Alderan Resources Limited
Claim
Name
CT 5
CT 6
CT 7
CT 8
CT 9
CT 10
CT 11
CT 12
CT 13
CT 14
CT 15
CT 16
CT 17
CT 18
CT 19
CT 20
CT 21
CT 22
CT 23
CT 24
CT 25
CT 26
CT 27
CT 28
CT 29
CT 30
CT 33
CT 34
CT 35
CT 36
CT 37
CT 38
CT 39
CT 40
CT 41
CT 42
Serial No.
Beaver Co Document No.
426681
426682
426683
426684
426685
426686
426687
426688
426689
426690
426691
426692
426693
426694
426695
426696
426697
426698
426699
426700
426701
426702
426703
426704
426705
426706
426709
426710
426711
426712
426713
426714
426715
426716
426717
426718
258652
258653
258654
258655
258656
258657
258658
258659
258660
258661
258662
258663
258664
258665
258666
258667
258668
258669
258670
258671
258672
258673
258674
258675
258676
258677
258680
258681
258682
258683
258684
258685
258686
258687
258688
258689
Alderan Resources Limited
CT 43
CT 44
CT 45
CT 46
SF 82
CT 47
426719
426720
426721
426722
426723
426967
258690
258691
258692
258693
258694
258845
Unpatented Mining Claims (Continued)
Claim
Name
Serial No.
Beaver Co Document No.
CT 48
CT 49
CT 50
CT 51
CT 52
CT 53
CT 54
CT 55
CT 56
CT 57
CT 58
CT 59
CT 60
CT 61
CT 62
CT 63
CT 64
CT 65
CT 66
CT 67
CT 68
CT 69
CT 70
CT 71
CT 72
CT 73
CT 74
CT 75
426968
426969
426970
426971
426972
426973
426974
426975
426976
426977
426978
426979
426980
426981
426982
426983
426984
426985
426986
426987
426988
426989
426990
426991
426992
426993
426994
426995
258846
258847
258848
258849
258850
258851
258852
258853
258854
258855
258856
258857
258858
258859
258860
258861
258862
258863
258864
258865
258866
258867
258868
258869
258870
258871
258872
258873
Alderan Resources Limited
CT 76
CT 77
CT 101
CT 102
CT 103
CT 104
CT 105
CT 106
CT 107
CT 108
CT 109
Claim
Name
CT 110
CT 111
CT 112
CT 113
CT 114
CT 115
CT 116
CT 117
CT 118
CT 119
CT 120
CT 121
CT 122
CT 123
CT 124
CT 125
CT 126
CT 127
CT 128
CT 129
CT 130
CT 131
CT 132
NW 101
426996
426997
434804
434805
434806
434807
434808
434809
434810
434811
434812
258874
258875
261072
261073
261074
261075
261076
261077
261078
261079
261080
Unpatented Mining Claims (Continued)
Serial No.
Beaver Co Document No.
434813
434814
434815
434816
434817
434818
434819
434820
434821
434822
434823
434824
434825
434826
434827
434828
434829
434830
434831
434832
434833
434834
434835
434836
261081
261082
261083
261084
261085
261086
261087
261088
261089
261090
261091
261092
261093
261094
261095
261096
261097
261098
261099
261100
261101
261102
261103
261104
Alderan Resources Limited
NW 102
NW 103
NW 104
NW 105
NW 106
NW 107
NW 108
NW 109
NW 110
NW 111
NW 112
NW 113
NW 114
NW 115
NW 116
NW 117
NW 118
NW 119
NW 120
NW 121
NW 122
NW 123
NW 124
NW 125
NW 126
NW 127
NW 128
NW 129
NW 130
NW 131
NW 132
NW 133
NW 134
NW 135
NW 136
NW 137
NW 138
434837
434838
434839
434840
434841
434842
434843
434844
434845
434846
434847
434848
434849
434850
434851
261105
261106
261107
261108
261109
261110
261111
261112
261113
261114
261115
261116
261117
261118
261119
Unpatented Mining Claims (Continued)
434852
434853
434854
434855
434856
434857
434858
434859
434860
434861
434862
434863
434864
434865
434866
434867
434868
434869
434870
434871
434872
434873
261120
261121
261122
261123
261124
261125
261126
261127
261128
261129
261130
261131
261132
261133
261134
261135
261136
261137
261138
261139
261140
261141
Alderan Resources Limited
NW 139
NW 141
NW 142
LIR 31
NW 1
NW 2
NW 3
NW 4
NW 5
NW 6
NW 7
NW 8
NW 9
NW 10
NW 11
NW 12
NW 13
434874
434875
434876
434877
428552
428553
428554
428555
428556
428557
428558
428559
428560
428561
428562
428563
428564
261142
261143
261144
261145
259870
259871
259872
259873
259874
259875
259876
259877
259878
259879
259880
259881
259882
Unpatented Mining Claims (Continued)
Claim
Name
Serial No.
Beaver Co Document No.
NW 14
NW 15
NW 16
CT 78
SF 82
SF 83
SF 84
SF 85
NW 17
NW 18
SF 1
SF 2
SF 3
SF 4
SF 5
SF 6
SF 7
SF 8
428565
428566
428567
428568
428569
428570
428571
428572
435319
435320
426435
426436
426437
426438
426439
426440
426441
426442
259883
259884
259885
259886
259887
259888
259889
259890
261331
261332
258176
258177
258178
258179
258180
258181
258182
258183
Alderan Resources Limited
SF 9
SF 10
SF 11
SF 12
SF 13
SF 14
SF 15
SF 16
SF 17
SF 18
SF 19
SF 20
SF 21
SF 22
SF 23
SF 24
SF 25
SF 26
SF 27
SF 28
SF 29
426443
426444
426445
426446
426447
426448
426449
426450
426451
426452
426453
426454
426455
426456
426457
426458
426459
426460
426461
426463
426464
258184
258185
258186
258187
258188
258189
258190
258191
258192
258193
258194
258195
258196
258197
258198
258199
258200
258201
258202
258269
258270
Unpatented Mining Claims (Continued)
Claim
Name
Serial No.
Beaver Co Document No.
SF 30
SF 31
SF 32
SF 33
SF 34
SF 35
SF 36
SF 37
SF 38
SF 39
SF 40
SF 41
SF 42
SF 43
426465
426466
426467
426468
426469
426470
426471
426472
426473
426474
426475
426476
426477
426478
258271
258272
258273
258274
258275
258276
258277
258278
258279
258280
258281
258282
258283
258284
Alderan Resources Limited
SF 44
SF 45
SF 46
SF 47
SF 48
SF 49
SF 50
SF 51
SF 52
SF 53
SF 54
SF 55
SF 56
SF 57
SF 58
SF 59
SF 60
SF 61
SF 62
SF 63
SF 64
SF 65
SF 66
SF 67
SF 69
Claim
Name
SF 70
SF 71
SF 72
SF 73
SF 74
SF 75
SF 76
SF 77
SF 78
SF 79
426479
426480
426481
426482
426483
426484
426485
426486
426487
426488
426489
426490
426491
426492
426493
426494
426495
426496
426497
426498
426499
426500
426501
426502
426503
258285
258286
258287
258288
258289
258290
258291
258292
258293
258294
258295
258296
258297
258298
258299
258300
258301
258302
258303
258304
258305
258306
258307
258308
258309
Unpatented Mining Claims (Continued)
Serial No.
Beaver Co Document No.
426504
426505
426506
426507
426508
426509
426510
426511
426512
426513
258310
258311
258312
258313
258314
258315
258316
258317
258318
258319
Alderan Resources Limited
SF 80
SF 81
WC 1
WC 2
WC 3
WC 4
WC 5
WC 6
WC 7
WC 8
WC 9
WC 10
WC 11
WC 12
WC 13
WC 14
WC 15
WC 16
WC 17
WC 18
WC 19
WC 20
WC 21
WC 22
WC 23
WC 24
WC 25
WC 26
WC 27
Claim
Name
WC 28
WC 29
WC 30
WC 31
WC 32
WC 33
426514
426515
437525
437526
437527
437528
437529
437530
437531
437532
437533
437534
437535
437536
437537
437538
437539
437540
437541
437542
437543
437544
437545
437546
437547
437548
437549
437550
437551
258320
258321
264251
264252
264253
264254
264255
264256
264257
264258
264259
264260
264261
264262
264263
264264
264265
264266
264267
264268
264269
264270
264271
264272
264273
264274
264275
264276
264277
Unpatented Mining Claims (Continued)
Serial No.
Beaver Co Document No.
437552
437553
437554
437555
437556
437557
264278
264279
264280
264281
264282
264283
Alderan Resources Limited
WC 34
WC 35
WC 36
WC 37
WC 38
WC 39
WC 40
WC 41
WC 42
WC 43
WC 44
WC 45
WC 46
WC 47
WC 48
WC 49
WC 50
WC 51
WC 52
WC 53
WC 54
WC 55
WC 56
WC 57
WC 58
437558
437559
437560
437561
437562
437563
437564
437565
437566
437567
437568
437569
437570
437571
437572
437573
437574
437575
437576
437577
437578
437579
437580
437581
437582
264284
264285
264286
264287
264288
264289
264290
264291
264292
264293
264294
264295
264296
264297
264298
264299
264300
264301
264302
264303
264304
264305
264306
264307
264308
Alderan Resources Limited
Unpatented Mining Claims
Valyrian Resources Corp
Star Range Group
Serial No.
Beaver Co. Document No.
436723
436724
436725
436726
436727
436728
436729
436730
436731
436732
436733
436734
436735
436736
436737
436738
436739
436740
436741
436742
436770
436772
436774
436776
436795
436796
436797
436798
436799
436800
436801
436802
436803
436804
436805
436806
436807
436808
436809
436810
436811
263169
263170
263171
263172
263173
263174
263175
263176
263177
263178
263179
263180
263181
263182
263183
263184
263185
263186
263187
263188
263216
263218
263220
263222
263241
263242
263243
263244
263245
263246
263247
263248
263249
263250
263251
263252
263253
263254
263255
263256
263257
Claim
Name
SR 109
SR 110
SR 111
SR 112
SR 113
SR 114
SR 115
SR 116
SR 117
SR 118
SR 119
SR 120
SR 121
SR 122
SR 123
SR 124
SR 125
SR 126
SR 127
SR 128
SR 156
SR 158
SR 160
SR 162
SR 181
SR 182
SR 183
SR 184
SR 185
SR 186
SR 187
SR 188
SR 189
SR 190
SR 191
SR 192
SR 193
SR 194
SR 195
SR 196
SR 197
Alderan Resources Limited
SR 198
SR 199
SR 200
SR 221
SR 223
SR 224
SR 225
SR 231
SR 232
SR 233
SR 234
SR 235
SR 236
SR 237
SR 238
SR 239
SR 240
SR 245
SR 246
SR 247
SR 248
SR 249
SR 250
SR 251
SR 252
SR 253
SR 254
SR 257
SR 259
SR 261
SR 262
SR 263
SR 264
SR 265
436812
436813
436814
436835
436837
436838
436839
436845
436846
436847
436848
436849
436850
436851
436852
436853
436854
436859
436860
436861
436862
436863
436864
436865
436866
436867
436868
436871
436873
436875
436876
436877
436878
436879
263258
263259
263260
263281
263283
263284
263285
263291
263292
263293
263294
263295
263296
263297
263298
263299
263300
263305
263306
263307
263308
263309
263310
263311
263312
263313
263314
263317
263319
263321
263322
263323
263324
263325
Alderan Resources Limited
Elephant Canyon Group
Serial No.
Beaver Co. Document No.
438373
438392
438394
438406
438407
438408
438411
438413
438418
438419
438420
438421
438450
438578
438580
438582
438584
438586
438588
438590
438604
438606
438618
438619
438620
438621
438622
438623
438624
438625
438626
438627
438628
438629
438630
438631
438635
438636
264591
264610
264612
264624
264625
264626
264629
264631
264636
264637
264638
264639
264668
264796
264798
264800
264802
264804
264806
264808
264822
264824
264836
264837
264838
264839
264840
264841
264842
264843
264844
264845
264846
264847
264848
264849
264853
264854
Claim
Name
ECR20
ECR39
ECR41
ECR53
ECR54
ECR55
ECR58
ECR60
ECR65
ECR66
ECR67
ECR68
ECR97
ECR225
ECR227
ECR229
ECR231
ECR233
ECR235
ECR237
ECR251
ECR253
ECR265
ECR266
ECR267
ECR268
ECR269
ECR270
ECR271
ECR272
ECR273
ECR274
ECR275
ECR276
ECR277
ECR278
ECR282
ECR283
Alderan Resources Limited
Cave Mine Group
Serial No.
Beaver Co. Document No.
435719
435720
435721
435722
435723
435724
435725
435726
435727
435728
435733
435734
435735
435736
435737
435738
435739
435744
435745
435746
435747
435748
435762
435763
435764
435765
435766
435767
435768
435769
435783
435784
435785
435786
435787
435788
435789
435795
435796
435803
435804
435805
435806
435812
262148
262149
262150
262151
262152
262153
262154
262155
262156
262157
262162
262163
262164
262165
262166
262167
262168
262173
262174
262175
262176
262177
262191
262192
262193
262194
262195
262196
262197
262198
262212
262213
262214
262215
262216
262217
262218
262224
262225
262232
262233
262234
262235
262241
Claim
Name
CM25
CM26
CM27
CM28
CM29
CM30
CM31
CM32
CM33
CM34
CM39
CM40
CM41
CM42
CM43
CM44
CM45
CM50
CM51
CM52
CM53
CM54
CM68
CM69
CM70
CM71
CM72
CM73
CM74
CM75
CM89
CM90
CM91
CM92
CM93
CM94
CM95
CM101
CM102
CM109
CM110
CM111
CM112
CM118
Alderan Resources Limited
CM119
CM126
CM127
CM128
CM129
CM130
CM131
CM132
435813
435820
435821
435822
435823
435824
435825
435826
262242
262249
262250
262251
262252
262253
262254
262255
Utah State Lease for Metalliferous Minerals (ML53495)
Lessee
Valyrian
Resources
Corp.
Effective
Date
1
November
2017
Term Rent
Premises
10
USD$1
per
acre
T28S, R11W, SLB&M
Sec. 27: E2NE4
Acres
817.08
T28S, R12W, SLB&M
Sec. 2: Lots 1(24.31), 2 (24.28), 3
(24.26), 4 (24.23), 5 (40.00), 6 (40.00), 7
(40.00), 8 (40.00), S2N2, S2 (ALL)
Patented Mining Claims
Valyrian Resources Corp.
ClaimName
Survey
Number
Sec
Twn
Rng
Interest*
Copper King
Copper King # 2
Copper Queen
Copper Queen # 2
Copper Queen # 3
Copper Mountain
Copper Mountain # 2
Copper Head # 1
Copper Head # 2
Bear
Bear # 2
Moccasin
5242
5242
5242
5242
5242
5242
5242
5242
5242
5242
5242
5242
5,6,8
5,6,8
5,6,8
5,6,8
5,6,8
5,6,8
5,6,8
5,6,8
5,6,8
5,6,8
5,6,8
5,6,8
28S
28S
28S
28S
28S
28S
28S
28S
28S
28S
28S
28S
11W
11W
11W
11W
11W
11W
11W
11W
11W
11W
11W
11W
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
* Valyrian Resources Corp holds an Option to Purchase a 50% interest in the Patented Claims from the
Rosemary D. Bowman Trust
ADDITIONAL SECURITIES INFORMATION
SHAREHOLDER INFORMATION
The security holder information set out below was applicable as at 27 September 2018.
Quoted Securities – Fully Paid Ordinary Shares
There is one class of quoted securities, being fully paid ordinary shares.
a) Distribution of Security Number
Category
(Size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Ordinary Shares
Shareholders
109
178
129
198
66
680
Shares
53,255
523,438
1,079,459
7,307,183
105,645,573
114,608,908
There are 680 holders of ordinary shares. Each shareholder is entitled to one vote per share held.
b) Marketable parcel
There are 153 shareholders with less than a marketable parcel, being 116,540 shares, amounting to 0.10% of issued
capital.
c) Voting rights
On a show of hands every person present who is a member or a proxy, attorney or representative of a member has one
vote and upon a poll every person present who is a member or a proxy, attorney or representative of a member shall have
one vote for each share held
d) Substantial Shareholders
There were 3 substantial shareholders listed on the Companies register as at 27 September 2018, holding 51,796,864 fully
paid ordinary shares, being 45.19% of the fully paid ordinary shares on issue.
1
2
3
BELGRAVE CAPITAL MANAGEMENT LIMITED
KITARA INVESTMENTS PTY LTD
30,769,082
13,142,833
26.85%
11.47%
QUAALUP INVESTMENTS PTY LTD
7,884,949
6.88%
e) On market buy-back
There is no on-market buy-back scheme in operation for the company’s quoted shares or quoted options.
ASX ADDITIONAL INFORMATION (continued)
g) Top 20 security holders
The names of the twenty largest holders of each class of quoted equity security, being fully paid ordinary shares, the number
of equity security each holds and the percentage of capital each holds is as follows:
Number
Shareholder Name / Entity
Number of Ordinary
Shares
% of Issued
Capital
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
BELGRAVE CAPITAL MANAGEMENT LIMITED
KITARA INVESTMENTS PTY LTD
QUAALUP INVESTMENTS PTY LTD
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY
LIMITED
PETER GEERDTS
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
TR NOMINEES PTY LTD
CITICORP NOMINEES PTY LIMITED
CHRISTOPHER WANLESS
GONDWANA INVESTMENT GROUP PTY LTD
THEA MANAGEMENT PTY LTD
MR ARNAB SEN
HAWTHORN GROVE INVESTMENTS PTY LTD
BRISPOT NOMINEES PTY LTD
30,769,082
13,142,833
7,884,949
5,470,517
5,150,000
4,746,295
4,200,616
3,826,101
3,401,247
2,453,334
26.85%
11.47%
6.88%
4.77%
4.49%
4.14%
3.67%
3.34%
2.97%
2.14%
2,033,333
1.77%
1,809,907
1,733,333
1,607,392
1.58%
1.51%
1.40%
J P MORGAN NOMINEES AUSTRALIA LIMITED
1,567,214
1.37%
BUPRESTID PTY LTD
MR CARLO CHIODO
TRES ALTUS CO LTD
ANTHONY MOREY
MR HARRY HATCH
Total
975,000
0.85%
912,974
833,332
761,667
725,000
0.80%
0.73%
0.66%
0.63%
94,054,126
82.07%
ASX ADDITIONAL INFORMATION (continued)
2) Unquoted Securities – Company Options
The Company’s options are unquoted.
2A) Company Options
a) Distribution of unquoted Options holder numbers
Category
Ordinary Options
(Size of holding)
Optionholders
Options
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
-
-
-
-
14
14
There are 14 holders of Company Options.
b) Voting rights
Unlisted options do not entitle the holder to any voting rights.
-
-
-
-
19,062,454
19,062,454
c) Holders of more than 20% of unquoted options.
There was 1 substantial option holder as at 27 September 2018, holding 6,377,454 unquoted options, being
33.46% of the options on issue.
TR NOMINEES PTY LTD
6,377,454
33.46%
3) Performance Shares
Category
(Size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Performance Shares
Holders
Number held
-
-
-
-
1
1
-
-
-
-
600,000
600,000
Consistency with business objectives - ASX Listing Rule 4.10.19
The Company states that it has used the cash and assets in a form readily convertible to cash that it had at the
time of admission in a way consistent with its business objectives.
The Company believes it has used its cash in a consistent manner to which was disclosed under the prospectus
dated 5 April 2017.
Restricted Securities
Class
Fully Paid Ordinary Shares (FPOS) comprising:
42,801,524 FPOS issued on various dates
1,545,000 FPOS issued on various dates
Total FPOS escrowed
Number Escrowed
Date Escrow Period Ends
42,801,524
1,545,000
44,346,542
09/06/2019
09/06/2019