Alderan Resources Limited
ABN 55 165 079 201
Annual Consolidated Financial Report
30 June 2019
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
Tenament Schedule
Additional Securities Information
Alderan Resources Limited
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2
CORPORATE INFORMATION
ABN 55 165 079 201
Alderan Resources Limited
Directors
Mr. Ernest Thomas Eadie
Mr. Frank David “Bruno” Hegner
Mr. Nicolaus Heinen
Mr. Peter Williams
Dr. Marat Abzalov
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
3
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 2019.
Alderan Resources Limited
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.
Mr. Nicolaus Heinen
Non-executive Director
Appointed on 1 March 2015
Position
Date appointed / resigned
Mr. Christopher Robert Wanless Executive Director
Mr. Peter Williams
Non-executive Director
Appointed on 31 July 2013
Resigned 11 February 2019
Appointed 13 May 2019
Appointed Managing Director 21 August 2019
Dr. Marat Abzalov
Non-executive Director
Appointed 13 May 2019
Mr. F. D. Hegner
Executive Director
Appointed on 1 November 2017
Mr. Ernest Thomas Eadie
Executive Chairman
Appointed on 23 January 2017
Mr. Brett William Tucker
Company Secretary
Non-executive Director
Appointed Company Secretary on 19 October 2016
Appointed Non-executive Director on 11 February 2019
Resigned Non-executive Director on 13 May 2019
Current Directors and Officers
Mr. Ernest Thomas Eadie
Executive Chairman
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. Peter Williams
Non-Executive Director
Qualifications: B Sc (Hons first class), M Sc, AUSIMM, AICD
Mr Williams was formerly Chief Geophysicist and Manager of Geoscience Technology for WMC Resources. He was one
of the founding members of Independence Group Limited and developed high powered 3 component 3D TEM applications
that lead to the discovery of over 75,000t of nickel at the Victor Long Nickel Mine in Kambalda. Peter has extensive
experience in West Africa where he was the vendor of Gryphon Minerals’ Banfora Gold Project, was involved in the project
generation of Papillion’s Mali projects and was a founding director of Ampella Mining Ltd. Peter was a co-founder of the
International Resource Sector Intelligence company, Intierra, and was a co-founder of the first dedicated hard rock mineral
seismic company in the world, HiSeis.
Mr. Nicolaus Heinen
Non-Executive Director
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
4
Alderan Resources Limited
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.
Current Directors and Officers (continued)
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. 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.
Dr. Marat Abzalov
Non-Executive Director
Qualifications: PhD Geology
Dr Abzalov is a geologist with 35 years of experience holding a PhD degree in Geology obtained for studying nickel deposits
in Russia and Fennoscandia. In his diverse geological career with the projects encompassing five continents, different
commodities and deposit types, he has fulfilled various roles in research, exploration and mining geology, including senior
management positions at WMC Resources (Geology Manager – Projects) and Rio Tinto (Exploration Manager – New
Opportunities, Eurasia). Dr Abzalov has managed and consulted on a wide range of exploration and mining project studies
from green-field exploration to bankable feasibility and using his innovative approach of geostatistically assisted 3D
structural modelling, has led WMC Resources to successful resource growth at Olympic Dam and Cliffs Nickel deposits.
He was also instrumental in the discovery of uranium resources in Jordan.
His expertise and technical skills have been acknowledged in the industry. In 2015 he was awarded the Dani Krige’s Gold
Medal by the South African Institute of Mining and Metallurgy (SAIMM) and his monograph “Applied Mining Geology”,
published in 2016, has increasingly become the preferred technical guide for exploration and mining geology specialists.
Mr. Christopher Robert Wanless
Resigned as Director on 11 February 2019
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.
Mr. Brett William Tucker
Resigned as Director on 14 May 2019
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
DIRECTORS’ REPORT (continued)
Alderan Resources Limited
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
Ernest Thomas Eadie
Peter Williams
Nicolaus Heinen1
F.D. Hegner
Marat Abzalov
Total
Number of fully paid
ordinary shares
Number of options over
ordinary shares
Number of performance
rights
3,234,583
2,343,750
1,182,501
-
1,562,500
8,323,334
2,606,875
6,171,875
900,000
2,000,000
5,781,250
17,460,000
-
-
-
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
19/07/2019
19/07/2019
Broker Options
21/02/2017
31/05/2017
31/05/2017
07/08/2019
07/08/2019
Consultant Options
04/09/2017
04/09/2017
04/09/2017
04/09/2017
Investor Options
07/08/2022
Tranche A-1
Tranche B
Tranche C
Tranche D
Tranche E
Tranche A
Tranche B
-
Tranche A
Tranche B
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
7,000,000
7,000,000
1,777,454
2,300,000
2,300,000
5,000,000
5,000,000
200,000
200,000
200,000
200,000
0.20
0.30
0.40
0.60
0.80
0.06
0.10
0.20
0.30
0.40
0.10
0.20
0.60
0.80
1.00
1.20
22/02/2021
22/02/2021
22/02/2021
22/02/2021
22/02/2021
19/07/2022
19/07/2022
22/02/2020
31/05/2020
31/05/2020
07/08/2021
07/08/2021
22/02/2021
22/02/2021
22/02/2021
22/02/2021
Tranche A
25,000,000
0.10
07/08/2022
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
15/11/2017
15/11/2017
12/06/2018
12/06/2018
12/06/2018
12/06/2018
19/07/2019
07/08/2019
Total
Tranche A
Tranche B
Tranche C
Tranche D
Tranche A
Tranche B
Tranche A
Tranche B
Tranche C
Tranche D
Tranche A
Tranche A
45,000
75,000
75,000
75,000
75,000
75,000
125,000
100,000
100,000
100,000
750,000
750,000
66,287,454
0.30
0.40
0.60
0.80
2.50
3.00
1.00
1.50
2.00
2.50
0.10
0.10
27/06/2021
27/06/2021
27/06/2021
27/06/2021
15/11/2021
15/11/2021
12/06/2022
12/06/2022
12/06/2022
12/06/2022
19/07/2022
19/07/2022
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.
The following employee & consultant options lapsed during the year:-
500,000 options exercisable at $2.50, expiring on 30/11/2021
•
500,000 options exercisable at $3.00, expiring on 30/11/2021
•
500,000 options exercisable at $3.50, expiring on 30/11/2021 & vesting on 1/11/2019
•
500,000 options exercisable at $4.00, expiring on 30/11/2021 & vesting on 1/11/2020
•
25,000 options exercisable at $2.50, expiring on 02/11/2021
•
25,000 options exercisable at $3.00, expiring on 02/11/2021
•
25,000 options exercisable at $3.50, expiring on 02/11/2021 & vesting on 16/10/2019
•
25,000 options exercisable at $4.00, expiring on 02/11/2021 & vesting on 16/10/2020
•
75,000 options exercisable at $3.50, expiring on 15/11/2021 & vesting on 01/09/2019
•
75,000 options exercisable at $4.00, expiring on 15/11/2021 & vesting on 01/09/2020
•
275,000 options exercisable at $1.00, expiring on 12/06/2022 & vesting on 12/06/2019 and 12/06/2020
•
250,000 options exercisable at $1.50, expiring on 12/06/2022 & vesting on 12/06/2019 and 12/06/2020
•
250,000 options exercisable at $2.00, expiring on 12/06/2022 & vesting on 12/06/2019 and 12/06/2020
•
250,000 options exercisable at $2.50, expiring on 12/06/2022 & vesting on 12/06/2019 and 12/06/2020
•
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
180,214,897
66,287,454
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 prospective Frisco
project located in Beaver County, Utah, for copper, gold, zinc, silver 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. 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
Accrington
The Group commenced drilling at Accrington in June 2018, focussing on copper-zinc-silver bearing garnet-magnetite skarns
and an interpreted possible buried porphyry target, identified by Induced Polarisation surveying. In November 2018. Due to
the onset of winter the Group then moved drilling to lower elevations because of the risk of access difficulties on elevated
roads, and drilled two holes at the Peacock and Washington prospects.
Road cuts on the access road to the top of the quartzite ridge at Accrington uncovered mineralised skarn. Channel sampling
of the side of the road gave the following results:
28m @ 0.33% Cu, 15 gpt Ag, 0.19 gpt Au
10m @ 0.39% Cu, 12 gpt Ag
16m @ 0.44% Cu, 16 gpt Ag, 0.12 gpt Au
12m @ 0.33% Cu, 15 gpt Ag
Hole FR18-004 was completed in August 2018, which targeted a deeply buried, interpreted large (diameter 2.5 kms),
coincident chargeability (IP) and resistivity high, suggesting a buried porphyry system. Although the hole intersected weak
mineralisation and alteration, the source of the deep chargeability anomaly is not known from the one hole test. However,
shallower mineralisation occurring in the Upper Garnet Skarn was intersected (102m @ 0.58%Cu, 0.6% Zn from 194m
down hole depth) and confirms that the mineralised system continues to the east of the Imperial Mine where historical
drilling was undertaken by Bear Creek Mining Company in 1967. Refer to ASX announcement dated 24 September 2018
for complete assay results and JORC reporting.
In October 2018 Alderan reported results for drill holes FR18-005 and FR18-006, which confirmed the continuation of thick
garnet-skarn hosted copper-zinc-silver mineralisation.
FR18-005 was drilled to target the eastern limb of an interpreted syncline and to target the upper and lower garnet skarn.
Significant intercepts included:
•
•
40m @ 0.40% Cu, 0.60% Zn, 7 g/t Ag from 104m; and
14m @ 0.25% Cu, 0.27% Zn, 6 g/t Ag from 180m
Drill hole FR18-006 was drilled from the same drill pad as FR18-004 and FR18-005 targeting the keel of the interpreted
syncline and angled away from the Cactus Stock. Results were received for the first 206.5m and included:-
•
26m @ 0.38% Cu, 3.06% Zn, 16 g/t Ag from 48m
including 10m @ 0.52% Cu, 6.6% Zn, 32 g/t Ag, 0.11 g/t Au from 52m; and
90.6m @ 0.41% Cu, 0.29% Zn, 7 g/t Ag from 116m to 206.6m
including 6m @ 1.8% Cu, 0.17% Zn, 29 g/t Ag, 0.18 g/t Au.
•
Refer to ASX announcement dated 22 October 2018 for full results and JORC reporting.
Further drilling focused to the south of the Cactus Stock directly targeting the lower garnet skarn which outcrops at surface
at Accrington East where it hosts magnetite skarn with mineralisation.
In October 2018, Alderan announced that interpretation of geological, geochemical and geophysical data identified new
base and precious metal targets in the southern parts of Accrington at the Washington, Peacock and Apex targets. These
targets are located along a structural corridor historically named the “Reciprocity Shear Zone” at the southern edge of the
4km by 2km Accrington skarn.
8
DIRECTORS’ REPORT (continued)
Alderan Resources Limited
In November 2018 the Company reported results for drill hole FR18-007 which was drilled approximately 100m to the south-
east from FR18-006, targeting the mineralisation within the upper garnet skarn. The drill hole intersected well mineralised
magnetite and garnet skarn from 46m to 100m and variably mineralised skarn thereafter with the Cactus stock being
intersected at 209m. Results include:-
54m @ 1.4% Cu, 0.45% Zn, 0.19 g/t Au, 20 g/t Ag from 46m,
Including 14m @ 3.4% Cu, 1.15% Zn, 0.22 g/t Au, 28 g/t Ag from 82m.
Further assays were also received for FR18-006 extending the zone of mineralisation beyond 206.5m to 216m.
Refer to ASX announcement dated 14 November 2018 for full results and JORC reporting.
Drill hole FR18-008 tested for extensions of copper-zinc-silver mineralisation to the south-east returning
60m @ 0.22% Cu, 0.47% Zn, 0.21 g/t Au, 5.4 g/t Ag from 20m.
FR18-009, was drilled to the south-west of FR18-004/5 intersecting a fault, indicating that mineralised beds may be faulted
off in this location. Copper-zinc-silver mineralisation has been mapped at surface to the south of FR18-008 and FR18-009
indicating a continuation of mineralisation.
Full results and JORC disclosures for FR18-008 and FR18-009 were announced to the ASX on 30 January 2019.
Figure 1: Results at Accrington confirm thick copper-zinc-silver bearing skarn across more than 800m strike.
From results to date it appears that copper mineralisation at Accrington is strongly related to late stage retrograde alteration
and exhibits strong structural controls. Mineralisation is therefore unlikely to be restricted to specific stratigraphic units.
Copper mineralisation, associated with magnetite, also occurs approximately 2km to the west at the Cupric Mine,
demonstrating that copper may be more widespread.
9
DIRECTORS’ REPORT (continued)
Alderan Resources Limited
Washington & Peacock Prospects
At the Washington Prospect, a total of two holes were drilled following completion of drilling at Accrington. The first hole,
FR18-010 was drilled to target stratigraphically and structurally controlled lead-zinc-silver mineralisation, as intersected in
historical drilling, along with a zone of increased chargeability (>15 mV/V) at depth, possibly representing a zone of higher
sulphide content associated with a several kilometre long structure historically named the Reciprocity Corridor.
Drilling intersected a broad zone of lead-zinc-silver mineralisation within calc-silicate skarn before intersecting a porphyritic
intrusive, fault zone and quartzite with moderate to strong iron oxides along fractures. Results from FR18-010 returned 30m
@ 0.89% Pb, 0.25% Zn, 19.5 g/t Ag, 0.12 g/t Au from 6m; including 14m @ 1.54% Pb, 0.32% Zn, 36.5 g/t Ag, 0.19 g/t Au.
FR18-011 was drilled to target a structure hosting mineralisation at the historical Washington Mine and to test for higher
temperature mineralised garnet skarn at depth. FR18-011 intersected variably mineralised calc-silicate skarn to 196m and
brown-garnet skarn to 250m. Numerous faults and breccia zones were intersected between 131m and 207m hosting pyrite
and sphalerite. Assay results returned several broad intercepts of weak zinc mineralisation including some elevated
molybdenum including 50m @ 0.2% Zn from 78m and 16m @ 305 ppm Mo from 160m.
Following cessation of drilling, the Group continues to undertake a detailed review of the results of the 2018 drilling
programme at Frisco and conducted additional mapping by an independent consultant. Targets of high interest arising
from this include (see Announcement 12 March 2019)
New Years Breccia pipe
South West Zone (gold-tourmaline breccias)
The Copperopolis Prospect (gold tourmaline breecia system, historic mineralisation overs hundreds of meters,
coincident IP anomaly and magnetic low)
Accrington Skarn area
Proximal Horn Lead-Silver Mine (Manto style mineralisation)
Copper King Prospect and extensions.
The company conducted and continues to conduct a review of opportunities in the surrounding areas. The review has led
to the 100% staking of the White Mountain Epithermal Gold Project, located 10km SW of Frisco.
The company is reviewing the gold paragenesis and zoning in the mineralising systems peripheral to Frisco.
White Mountain Epithermal Gold Project
The White Mountain Gold prospect is a 5 kilometre long, outcropping epithermal system showing many attributes of a
large, fully preserved epithermal gold/ silver system. Sinter terraces, large zones of chalcedony/quartz and argillite/alunite
alteration occur over approximately 5km by 2km at surface indicate an upper level setting of the system with the potential
of a larger hydrothermal system preserved at depth. Alunite has been historically mined in larger quantities in the area
and historical minor workings for gold exist.
The epithermal systems shows evidence of a high level setting of a large, epithermal system, which is a style of deposit
seen in the nearby blind Midas discovery in Nevada1.
1 https://www.hecla-mining.com/midas/
10
DIRECTORS’ REPORT (continued)
Alderan Resources Limited
Figure 2: View looking East from the chalcedony outcrop showing large scale epithermal alteration and silicification
on surface for about 2.5km and historic WWII Alunite mines in the background
Future Exploration
The Company is continuing to assess the results from the previous 100 years of mining and exploration at Frisco and in
the surrounding areas, to gain a better understanding of the mineralising systems, and the mineral potential. The company
is conducting detailed mapping, geochemical sampling and a ground geophysical program, within the targeted areas at
Frisco and at the Copper King areas, with the objective to define and refine commercially significant drill targets. A drill
program, incorporating the recommendations of this review and detailed mapping is currently being planned.
The Company continues to review its options to fund future exploration at its Frisco, Star Range and White Mountain
projects.
The company continues to review high value style mineralisation hosted in underexplored terrains.
Corporate Events
On 9 August 2018 the Company issued 30,000 shares on exercise of incentive options at $0.30 each;
On 11 September 2018 the Company issued:-
o
o
1,615,000 shares on exercise of 1,045,000 incentive options at $0.20 each and 570,000 options at $0.30
each; and
600,000 performance rights to Director Bruno Hegner as an incentive for future performance as approved
by shareholders. The performance rights comprise three tranches:-
200,000 converting into fully paid ordinary shares once the closing share price as quoted on the
ASX is greater than $1.00 for more than a total of 120 trading days within two years from grant
date;
200,000 converting into fully paid ordinary shares once the closing share price as quoted on the
ASX is greater than $1.50 for more than a total of 120 trading days within three years from grant
date; and
200,000 converting into fully paid ordinary shares once the closing share price as quoted on the
ASX is greater than $2.00 for more than a total of 120 trading days within four years from grant
date.
On 28 September 2018 the Company announced it had received firm commitments to raise $3 million at 20 cents
per share. The shares were subsequently issued progressively on 8 October 2018 and 22 October 2018;
On 24 December 2018 the Company announced that a number of employee & consultant options had lapsed as
disclosed elsewhere in the Director report;
On 3 January 2019 the Company advised of reductions to the remuneration of the CEO, Mr Chris Wanless and
Mr Bruno Hegner as part of ongoing cost reduction measures;
11
DIRECTORS’ REPORT (continued)
Alderan Resources Limited
On 11 February 2019 the Company announced the resignation of Christopher Wanless as CEO and Director, the
appointment of Tom Eadie as interim Executive Chairman and the appointment of Brett Tucker as Non-Executive
Director; and
On 13 May 2019 the Company announced the appointment of Mr Peter Williams and Dr Marat Abzalov as Non-
Executive Directors.
Dividends
There were no dividends paid, recommended or declared during the year.
Operating results for the year
The comprehensive loss of the Group for the financial year ended 30 June 2019, after providing for income tax amounted
to $3,854,787 (2018: $6,492,308).
Review of financial conditions
The Group had a net bank balance of $749,162 as at 30 June 2019 (2018: $1,665,364).
Loss Per Share
30 June 2019
$
30 June 2018
$
Basic loss per share (cents per share)
(3.26)
(6.15)
Employees
The Company had 7 employees as at 30 June 2019 (2018: 7 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 2019. 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 Ernest Thomas Eadie
Mr Peter Williams
Mr Frank D Hegner
Mr Marat Abzalov
Mr Nicolaus Heinen
Mr. Brett William Tucker
Position
Executive Chairman
Non-Executive Chairman
Non-Executive Director
Managing Director
Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Mr Christopher Robert Wanless
Executive Director
Period of Employment
Appointed on 23 January 2017
Appointed on 13 May 2019
Appointed on 13 May 2019
Appointed on 21 August 2019
Appointed on 1 November 2017
Appointed on 13 May 2019
Appointed 1 March 2015
Appointed on 11 February 2019
Resigned on 13 May 2019
Appointed on 31 July 2013
Resigned on 11 February 2019
12
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 2019 financial year.
13
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 no options issued under the Long-Term Incentive Plan during the year (2018: 1,850,000). There were no shares
issued under the Long-Term Incentive Plan during the year (2018: Nil).
14
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Managing Director Service Agreement
The Company entered into an Executive Service Agreement with Mr Peter Williams on 21 August 2019. Mr Williams is to
provide services as managing director and geological consultant.
The material terms of the employment agreement with Mr Smith are as follows:
Mr Williams is employed in the position of Managing Director.
Mr Williams will be paid an annual salary of $100,000 plus superannuation for between two to three working days
per week. 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 Service Agreement
The Company entered into an Executive Service Agreement with Mr Tom Eadie on 11 February 2019. Mr Eadie is to provide
services as executive director and chairman. Mr Eadie resigned as Executive Director in conjunction with the appointment
of Mr Peter Williams as Managing Director on 21 August 2019.
The material terms of the employment agreement with Mr Eadie were as follows:
Mr Eadie is employed in the position of Executive Chairman.
Mr Eadie will be paid an annual salary of $120,000 plus superannuation for between two to five working days per
week. 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 Service Agreement
The Company entered into an Executive Service Agreement with Mr Bruno Hegner on 23 October 2017. The material terms
of the employment agreement with Mr Hegner are as follows:
Mr Hegner is employed in the position of Executive Director and Vice President of the Company’s subsidiary,
Volantis Resources Corp;
Mr Hegner will be paid an annual salary of US$129,600 plus superannuation for 60% full time equivalent work
hours. 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;
Entitlement to severance and redundancy package payments shall continue to be calculated based on previous
annual salary of US$216,000.
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.
15
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
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
Perf rights
$
Share-
based
payment
options
$
2019
Directors
Nicolaus Heinen
Chris Wanless 1
Peter Williams
Marat Abzalov
F.D. Hegner
Ernest Thomas Eadie
Brett Tucker5
Other KMP
Peter Geerdts 3
Total
36,131
130,875
3,548
4,032
251,480
64,821
-
132,553
623,440
-
12,433
-
383
-
6,158
-
1,267
20,241
-
120,735 2
-
-
-
-
-
-
-
-
-
101,420 4
-
-
18,696
31,160
-
-
1,058,699
12,464
-
-
120,735
-
101,420
31,160
1,152,179
164,980
2,018,015
1 Resigned as CEO and Director on 11 February 2019
2 Termination paid upon the resignation of Chris Wanless
3 Ceased employment on 30 April 2019
4 Share based payment expense relates to an issue of 600,000 performance rights which convert into fully paid ordinary shares upon
curtained share price milestones which remain unconverted at 30 June 2019 and at the date of this report. See Note 15 for further details
5 Was appointed as a non-executive director from 11 February 2019 to 13 May 2019. He did not receive any remuneration for his service
as a director.
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
2018
Directors
Nicolaus Heinen
Christopher Wanless
Donald Smith1
F.D. Hegner2
Ernest Thomas Eadie
Other KMP
Peter Geerdts
Total
1 Ernest Thomas Eadie was appointed as Director on 23 January 2017.
2 Peter Geerdts resigned as Director on 9 January 2018.
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.
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.
16
Total
$
54,827
295,203
3,548
4,415
1,411,599
83,443
-
Total
$
129,430
571,587
252,095
1,533,230
87,962
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Directors
Nicolaus Heinen
Chris Wanless 1
Peter Williams
Marat Abzalov
F.D. Hegner
Ernest Thomas Eadie
Brett Tucker6
Other KMP
Peter Geerdts 3
Fixed remuneration
At risk - STI
At risk - LTI
2019
2018
2019
2018
2019
2018
66%
89%
100%
100%
17%
85%
-
31%
44%
100%
-
13%
43%
-
81%
43%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
34%
11%
-
-
83%
15%
-
-
16%
56%
-
-
87%
57%
-
-
19%
57%
Cash bonuses granted as compensation for the current financial year.
No cash bonuses were granted during the year ended 2019 (2018: nil).
Other transactions with related parties
There were no other transactions with related parties during the year ended 30 June 2019. (2018: nil).
Loans from key management personnel
As at 30 June 2019, there were no outstanding amounts due to key management personnel (2018: nil).
Use of remuneration consultants
During the financial year ended 30 June 2019, the Company did not engage the services of an independent remuneration
consultant to review its remuneration for Directors, key management personnel and other senior executives.
Voting and comments made at the company's Annual General Meeting ('AGM')
The Company received 96.7% “for” votes on its Remuneration Report for the year ended 30 June 2018.
17
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Incentive Securities granted to KMP
During the financial year, performance rights 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
Grant date
Expiry date
Number of perf
rights granted
Total number of
performance rights at
the end of the year
11 Sept 2018
11 Sept 2018
11 Sept 2018
11 Sept 2020
11 Sept 2021
11 Sept 2022
200,000
200,000
200,000
600,000
200,000
200,000
200,000
600,000
600,000 performance rights to Director Bruno Hegner as an incentive for future performance as approved by shareholders.
The performance rights comprise three tranches:-
-
-
-
200,000 converting into fully paid ordinary shares once the closing share price as quoted on the ASX is greater
than $1.00 for more than a total of 120 trading days within two years from grant date;
200,000 converting into fully paid ordinary shares once the closing share price as quoted on the ASX is greater
than $1.50 for more than a total of 120 trading days within three years from grant date; and
200,000 converting into fully paid ordinary shares once the closing share price as quoted on the ASX is greater
than $2.00 for more than a total of 120 trading days within four years from grant date.
The conditions for conversion of the performance rights into fully paid ordinary shares were not met by 30 June 2019 or at
the date of this report.
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
10,541,196
-
-
1,940,833
5,000,000
-
-
-
-
-
-
450,000
-
1,182,501
450,000
745,000
-
(11,286,196)4
-
-
200,000
-
-
-
-
-
7,884,9494
-
-
-
2,140,833
57,500
-
(5,000,000)4
-
5,000,0004
30 June 2019
Directors
Nicolaus Heinen1
Christopher
Wanless2
Peter Williams3
Marat Abzalov3
F.D. Hegner
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 2019
2 Chris Wanless resigned as CEO and Director on 11 February 2019
3 Appointed as a Director on 13 May 2019
4 Balance on resignation
18
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Key management personnel equity holdings (continued)
Share options
30 June 2019
Directors
Nicolaus Heinen
Christopher
Wanless1
Peter Williams2
Marat Abzalov2
F.D. Hegner
Ernest Thomas
Eadie
Executives
Peter Geerdts
Balance at
beginning of
year
Number
1,350,000
4,250,000
-
-
2,000,000
800,000
2,700,000
Granted as
compensation
Number
Exercised
Number
Net change
other
Number
Balance at end of
year
Number
-
-
-
-
-
-
-
450,000
-
1,182,501
745,000
(11,286,196)3
-
-
-
-
(2,000,000)4
-
-
-
-
(200,000)
-
600,000
(150,000)
(2,550,000)3
-
1 Chris Wanless resigned as CEO and Director on 11 February 2019
2 Appointed as a Director on 13 May 2019
3 Balance on resignation
4 Options were cancelled
Year
Revenue
EBITDA
EBIT
Loss after income tax
2019
2018
2017
1,560
(4,481,137)
(4,165,366)
(4,167,457)
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)
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)
0.044
-
(3.26)
0.885
-
(6.15)
0.465 *
-
(2.59)
-
-
(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
19
DIRECTORS’ REPORT (continued)
Alderan Resources Limited
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.
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
2019
Nicolaus Heinen
Christopher Wanless
Peter Williams
Marat Abzalov
F.D. Hegner
Ernest Thomas Eadie
No. eligible to
attend
12
5
1
1
12
12
No. attended
12
5
1
1
12
12
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.
After Balance Date Events
The Company held a meeting of shareholders on 19 July 2019 to ratify and approve the issue of placement shares to raise
up to $1.6 million as announced to the ASX on 23 May 2019, amongst other matters.
Following the meeting the Company issued the following securities:-
-
-
-
605,989 shares as consideration for the deferral of acquisition payment for mineral claims within the Frisco project;
14,000,000 unlisted incentive options to Directors as an incentive for future performance as detailed in the notice
of meeting dated 17 June 2019, broken down as:-
o
o
7,000,000 unlisted options over shares exercisable at $0.06 each and expiring 19 July 2022; and
7,000,000 unlisted options over shares exercisable at $0.10 each and expiring 19 July 2022;
750,000 incentive options to key management personnel pursuant to the Company’s long-term incentive plan,
each exercisable at $0.10 and expiring 19 July 2022.
On 7 August 2019, the Company issued 17,597,773 fully paid ordinary shares at an issue price of $0.032 per share, being
the second tranche of the capital raising via a share placement. These shares were issued to participants in a placement
to sophisticated and professional investors.
Further, the Company issued 25,000,000 unlisted options which were free attaching to shares issued to placement
participants, as approved by shareholders, on a 1-for-2 basis. The placement options are exercisable at $0.10 each and
expire on 7 August 2022.
Further the Company issued 10,000,000 unlisted options to a nominee of the lead manager to the placement as
consideration for brokerage services, with the following terms:-
-
-
5,000,000 unlisted options exercisable at $0.10 each and expiring 7 August 2021; and
5,000,000 unlisted options exercisable at $0.20 each and expiring 7 August 2021.
20
Alderan Resources Limited
DIRECTORS’ REPORT (continued)
After Balance Date Events (continued)
Finally, the Company issued 750,000 unlisted options to an employee under its option incentive plan, each exercisable at
$0.10 and expiring 19 July 2022.
On 21 August 2019 the Group announced that Mr Tom Eadie is to step down as Executive Chairman and that Mr Peter
Williams was appointed as Managing Director.
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.
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 20 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. Peter Williams
Managing Director
Dated this 30th day of September 2019
Competent Persons Statement
The information in this report as it relates to geological, geochemical, geophysical and exploration results was compiled by
Mr Tom Eadie, FAusIMM, who is a Director of Alderan Resources Ltd. Mr Eadie has more than 20 years experience in the
activities being reported on and has sufficient expertise which is relevant to the style of mineralisation and type of deposit
under consideration to qualify as a Competent Person as defined in the 2012 edition of the JORC Code . He consents to
the inclusion of this information in the form and context in which it appears in this report.
21
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 2019,
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: 30 September 2019
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 2019
Alderan Resources Limited
Other income
Interest income
Notes
30 June 2019
$
30 June 2018
$
3 (a)
-
1,560
11,145
15,618
Consulting and administration expenses
3 (b)
(1,233,357)
(2,118,603)
Depreciation and amortisation expense
Employee benefits expense
Foreign exchange gain/(loss)
Impairment of exploration and evaluation expenditure
Project expenditure
Share based payment expense
Finance costs
Asset sale
Loss before income tax expense
Income tax expense
Loss after income tax 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
(117,229)
(108,128)
(1,073,207)
(1,405,083)
14,000
-
(89,544)
-
(120,160)
(258,162)
15 (a)
(1,632,625)
(2,747,800)
(2,091)
(4,348)
(5,661)
-
(4,167,457)
(6,706,218)
4
-
-
(4,167,457)
(6,706,218)
312,670
312,670
213,910
213,910
(3,854,787)
(6,492,308)
Loss attributable to members of the Company
(3,854,787)
(6,492,308)
Total comprehensive loss attributable to members the
Company for the year
(3,854,787)
(6,492,308)
Basic loss per share (cents per share)
Basic loss per share from continuing operations (cents per
share)
5
5
(3.26)
(6.15)
(3.26)
(6.15)
The accompanying notes form part of these consolidated financial statements.
23
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
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
Performance share reserve
Foreign currency reserve
Accumulated losses
Net Equity
Note
30 June 2019
$
30 June 2018
$
6
7
8
9
10
10
11(a)
11(d)
11(b)
11(c)
749,162
207,798
956,960
341,412
9,330,402
9,671,814
10,628,774
771,926
-
771,926
9,856,848
16,506,842
5,504,747
101,420
526,580
(12,782,741)
9,856,848
1,665,364
193,522
1,858,886
502,693
6,564,208
7,066,901
8,925,787
942,951
37,862
980,813
7,944,974
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
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
Alderan Resources Limited
Issued
capital
$
Options
reserve
Perform
rights
reserve
Foreign
currency
reserve
Accumulated
losses
$
$
Total
equity
$
Balance at 1 July 2017
9,551,762
1,225,741
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
-
-
-
2,821,044
-
-
-
-
-
2,747,800
Balance at 30 June 2018
12,372,806
3,973,541
Balance at 1 July 2018
12,372,806 3,973,541
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
-
-
-
4,134,036
-
-
-
-
- 1,531,205
101,420
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(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
213,910
(8,615,283)
7,944,974
213,910
(8,615,283)
7,944,974
-
(4,167,457)
(4,167,457)
312,670
-
312,670
312,670
(4,167,457)
(3,854,787)
-
-
-
-
4,134,036
1,632,625
Balance at 30 June 2019
16,506,842 5,504,746
101,420
526,580
(12,782,740)
9,856,848
The accompanying notes form part of these consolidated financial statements.
25
Alderan Resources Limited
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
Cash flows from operating activities
Payments to suppliers and employees
Payments for exploration and evaluation expenditures
Interest received
Interest paid
Note
30 June 2019
$
30 June 2018
$
(2,492,601)
(2,476,458)
1,560
(2,091)
(3,249,160)
(5,036,532)
15,618
(5,661)
Net cash (used in) operating activities
6
(4,969,590)
(8,275,735)
Cash flows from investing activities
Receipt from sale of plant and equipment
Payments for plant and equipment
Net cash provided by / (used in) investing activities
Cash flows from financing activities
39,703
-
39,703
-
(575,380)
(575,380)
Proceeds from issue of shares (net of capital raising costs)
3,745,036
2,821,044
Proceeds from exercise of options
Payment of borrowings
Net cash provided by financing activities
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
389,000
(37,861)
4,096,175
(833,712)
(82,490)
1,665,364
749,162
-
(3,312)
2,817,732
(6,033,383)
17,572
7,681,175
1,665,364
The accompanying notes form part of these consolidated financial statements.
26
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
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 statements, the Group incurred a loss of $4,167,457 and had net cash outflows from operating
activities of $4,969,590 for the year ended 30 June 2019. As at that date, the Group had net current assets of $185,034.
The ability of the Group to continue as a going concern is principally dependent upon the ability of the Group to secure
funds by raising additional capital from equity markets and managing cash flows in line with available funds.
These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as a
going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business
and at the amounts stated in the financial report.
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 13, on 7 August 2019, the Company issued 17,597,773 fully paid ordinary shares at an issue
price of $0.032 per share to raise $563,129 via a share placement. These shares were issued to participants in a
placement to sophisticated and professional investors.
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.
Accordingly, the Directors believe that the Group will be able to continue as a going concern and that it is appropriate to
adopt the going concern basis in the preparation of the financial report.
The financial report does not include any adjustments relating to the amounts or classification of recorded assets or
liabilities that might be necessary if the Group does not continue as a going concern.
Adoption of new and revised standards
Standards and Interpretations applicable to 30 June 2019
For the year ended 30 June 2019, the Directors have reviewed all of the new and revised Standards and Interpretations
issued by the AASB that are relevant to the Group and effective for the current annual reporting period.
AASB 15 Revenue from Contracts with Customers and AASB 9 Financial Instruments became mandatorily effective on 1
January 2018. Accordingly, these standards apply for the first time to this set of financial statements. The Directors have
determined that there is no material impact of the new and revised Standards and Interpretations on the Group and,
therefore, no material change is necessary to Group accounting policies.
Any new or amended standards and interpretations that are not yet mandatory have not been early adopted.
27
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 Group for the annual reporting period ended 30 June 2019. 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 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 Group will adopt this standard from 1 July 2019 and the impact
of its adoption is expected to be minimal on the Group.
Statement of compliance
The financial report was authorised for issued in accordance with a resolution of the Directors on 28 September 2019.
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).
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 activities in the area have not yet reached a stage
that permits reasonable assessment of the existence of economically recoverable reserves. 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.
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.
28
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 2019 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.
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 at an amount that reflects the consideration to which the company is expected to be entitled in
exchange for transferring goods or services to a customer. For each contract with a customer, the company: identifies the
contract with a customer; identifies the performance obligations in the contract; determines the transaction price which
takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the
separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to
be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the
transfer to the customer of the goods or services promised.
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
29
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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 allowance for expected credit losses. Trade receivables are generally due for settlement within
30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
30
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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. Such assets are subsequently measured
at either amortised cost or fair value depending on their classification. Classification is determined based on both the
business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless,
an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
Company has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of
recovering part or all of a financial asset, it's carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as
financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where
they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii)
designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the Company intends
to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses on financial assets which are either measured at
amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon
the Company's assessment at the end of each reporting period as to whether the financial instrument's credit risk has
increased significantly since initial recognition, based on reasonable and supportable information that is available, without
undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable
to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where
it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected
credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present
value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within
other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss.
Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
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
31
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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.
32
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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.
33
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 2: SEGMENT REPORTING
Alderan Resources Limited
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 2019 and 30 June 2018.
30 June 2019
Segment revenue
Intersegment revenue
Revenue from external
customers
Continuing Operations
United
States of
America
$
-
-
-
Australia
$
1,560
-
1,560
Segment result
(1,740,023)
(2,427,434)
Segment assets
9,913,554
715,220
Segment liabilities
549,861
222,065
30 June 2018
Segment revenue
Intersegment revenue
Revenue from external
customers
Continuing Operations
United
States of
America
$
-
-
-
Australia
$
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
Unallocated
items
$
Consolidated
$
-
-
-
-
-
-
1,560
-
1,560
(4,167,457)
10,628,774
771,926
Unallocated
items
$
Consolidated
$
-
-
-
-
-
-
87,433
(60,670)
26,763
(6,706,218)
8,925,787
980,813
35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Alderan Resources Limited
NOTE 3: REVENUE AND EXPENSES
a. Other income
Refunds
b. Consulting and administration expense
Accountancy fees
Listing fees
Rent
Admin & consultancy fees
Insurance
Legal fees
Exploration project related costs and others
Promotion and investor relations
Travel expenses
NOTE 4: INCOME TAX
30 June 2019
$
30 June 2018
$
-
-
11,145
11,145
70,480
43,711
126,289
753,762
97,706
45,268
32,911
15,822
47,408
126,327
49,271
46,175
798,764
112,606
375,184
379,409
81,642
149,225
1,233,357
2,118,603
30 June 2019
$
30 June 2018
$
(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% (2018: 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
(4,167,457)
(6,706,218)
-
(4,167,457)
(1,146,051)
(553,882)
1,699,933
-
(6,706,218)
(1,050,258)
755,645
793,951
-
-
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% (2018: 27.5%)
(9,068,666)
(9,068,666)
(2,887,094)
(2,887,094)
(2,493,883)
(1,541,085)
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 2019
NOTE 5: LOSS PER SHARE
Basic loss per share
Basic loss per share from continuing operations
30 June 2019
30 June 2018
Cents per
share
Cents per
share
(3.26)
(3.26)
(6.15)
(6.15)
Losses used in the calculation of basic and diluted loss per share is as follows:
$
$
Loss for the year
Loss from continuing operations
(3,854,787)
(6,706,218)
(3,854,787)
(6,706,218)
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
127,879,527
109,059,798
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
Loss on sale of assets
Write-off
Share-based payment expense
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
2019
$
749,162
749,162
30 June
2018
$
1,665,364
1,665,364
30 June
2019
$
30 June
2018
$
(4,167,457)
(6,706,218)
117,229
4,348
108,128
22,544
1,632,625
2,747,800
(14,277)
(171,025)
50,126
704,285
(2,371,033)
(5,202,400)
(4,969,590)
(8,275,735)
37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 7: TRADE AND OTHER RECEIVABLES
Alderan Resources Limited
Bonds
GST receivable
Sundry debtors
Prepayment
NOTE 8: PLANT AND EQUIPMENT
30 June
2019
$
175,711
16,811
-
15,276
207,798
Office
Equipment
$
Motor Vehicle
$
Exploration
Equipment
$
Balance at 1 July 2017
Additions
Write-off
Depreciation
Exchange differences
Balance at 1 July 2018
Asset sale
Depreciation
Balance at 30 June 2019
19,547
6,807
(19,547)
(977)
(28)
5,802
-
(1,570)
4,232
-
153,508
-
(12,365)
(370)
140,773
(44,053)
(18,530)
78,190
NOTE 9: EXPLORATION AND EVALUATION EXPENDITURE
Carrying value at the beginning of the year
Expenditure incurred during the year
Exchange differences
Carrying value at the end of the year
NOTE 10: FINANCIAL LIABILITIES
Trade and other payables
Trade creditors
Accruals and other payables
Property acquisition payment
Total
Loans payable
Unsecured loans
Total
2,997
453,738
(2,997)
(94,786)
(2,834)
356,118
-
(97,128)
258,990
30 June
2019
$
6,564,208
2,370,929
395,265
9,330,402
30 June
2019
$
101,764
173,162
497,000
771,926
30 June
2018
$
153,271
40,251
-
-
193,522
Total
$
22,544
614,053
(22,544)
(108,128)
(3,232)
502,693
(44,053)
(117,228)
341,412
30 June
2018
$
1,162,236
5,202,401
199,571
6,564,208
30 June
2018
$
132,170
810,781
-
942,951
-
-
37,862
37,862
38
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 11: ISSUED CAPITAL
a) Ordinary shares
Year to 30 June 2019
Year to 30 June 2018
No.
$
No.
$
Fully paid
Balance at beginning of year
112,963,908
12,372,806
107,963,908
9,551,762
Options exercised (i)
Issue of shares (ii)
Issue of shares (iii)
Less share issue costs
1,645,000
15,000,000
32,402,227
-
389,000
3,000,000
1,036,871
(291,835)
-
-
5,000,000
3,000,000
-
-
-
(178,956)
Balance at the end of the year
162,011,135
16,506,842
112,963,908
12,327,806
(i)
(ii)
(iii)
The Company issued a total of 1,645,000 shares on exercise of 1,045,000 incentive options at $0.20 each and
600,000 options at $0.30 each
The Company issued 15,000,000 shares at $0.20 per share to raise a total $3,000,000
The Company issued 32,402,227 shares to sophisticated investors at $0.032 per share to raise a total of
$1,036,871
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) Performance rights reserve
Year to 30 June 2019
Year to 30 June 2018
No.
$
No.
$
Fully paid
Balance at beginning of year
Issue of performance rights (i)
Balance at the end of the year
-
600,000
600,000
-
101,420
101,420
-
-
-
-
-
-
(i)
600,000 performance rights to Director Bruno Hegner as an incentive for future performance as approved by
shareholders. The performance rights comprise three tranches:-
-
200,000 converting into fully paid ordinary shares once the closing share price as quoted on the ASX is
greater than $1.00 for more than a total of 120 trading days within two years from grant date;
200,000 converting into fully paid ordinary shares once the closing share price as quoted on the ASX is
greater than $1.50 for more than a total of 120 trading days within three years from grant date; and
200,000 converting into fully paid ordinary shares once the closing share price as quoted on the ASX is
greater than $2.00 for more than a total of 120 trading days within four years from grant date.
-
-
The conditions for conversion of the performance rights into fully paid ordinary shares were not met by 30 June 2019 or at
the date of this report.
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Alderan Resources Limited
NOTE 11: ISSUED CAPITAL (CONTINUED)
c) Foreign Currency Reserves
Balance at beginning of year
Movement during the year
Balance at the end of the year
NOTE 11: ISSUED CAPITAL (CONTINUED)
d) Options
30 June
2019
$
213,910
312,670
526,580
30 June
2018
$
-
213,910
213,910
30 June 2019
30 June 2018
No.
$
No.
$
Balance at beginning of year
20,707,454
3,973,541
19,857,454
1,225,741
Exercise of incentive options by directors and
management (i)
Issue of options to Directors and key
management (iii)
Options issued to consultant (iv)
Options issued under the long-term incentive
plan (v)
Existing options to employees and
management vesting
Options forfeited (ii) (vi)
Options cancelled (ii)
Balance at the end of the year
(1,645,000)
-
-
-
-
(1,075,000)
(2,200,000)
15,787,454
-
-
-
-
-
-
2,000,000
1,332,711
800,000
1,850,000
609,555
254,323
534,491
(187,242)
1,183,956
5,504,746
-
665,480
(3,800,000)
(114,269)
-
-
20,707,454
3,973,541
(i)
(ii)
The Company issued a total of 1,645,000 shares on exercise of 1,045,000 incentive options at $0.20 each and
600,000 options at $0.30 each
The following employee & consultant options cancelled and forfeited during the year:-
•
•
•
•
•
•
•
•
•
•
•
•
•
•
500,000 options exercisable at $2.50, expiring on 30/11/2021
500,000 options exercisable at $3.00, expiring on 30/11/2021
500,000 options exercisable at $3.50, expiring on 30/11/2021 & vesting on 1/11/2019
500,000 options exercisable at $4.00, expiring on 30/11/2021 & vesting on 1/11/2020
25,000 options exercisable at $2.50, expiring on 02/11/2021
25,000 options exercisable at $3.00, expiring on 02/11/2021
25,000 options exercisable at $3.50, expiring on 02/11/2021 & vesting on 16/10/2019
25,000 options exercisable at $4.00, expiring on 02/11/2021 & vesting on 16/10/2020
75,000 options exercisable at $3.50, expiring on 15/11/2021 & vesting on 01/09/2019
75,000 options exercisable at $4.00, expiring on 15/11/2021 & vesting on 01/09/2020
275,000 options exercisable at $1.00, expiring on 12/06/2022 & vesting on 12/06/2019 and 12/06/2020
250,000 options exercisable at $1.50, expiring on 12/06/2022 & vesting on 12/06/2019 and 12/06/2020
250,000 options exercisable at $2.00, expiring on 12/06/2022 & vesting on 12/06/2019 and 12/06/2020
250,000 options exercisable at $2.50, expiring on 12/06/2022 & vesting on 12/06/2019 and 12/06/2020
40
Alderan Resources Limited
(iii)
Hegner (Directors). The details of the options granted are as follows:
On 30 November 2017, the Company issued 2,000,000 unlisted options over fully paid ordinary shares to Mr.
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
(iv)
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
(v)
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
(vi)
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.
41
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 12: CONTINGENT LIABILITIES
There were no contingent liabilities as at 30 June 2019 (2018: nil).
NOTE 13: SIGNIFICANT EVENTS AFTER THE REPORTING DATE
The Company held a meeting of shareholders on 19 July 2019 to ratify and approve the issue of placement shares to raise
up to $1.6 million as announced to the ASX on 23 May 2019, amongst other matters.
Following the meeting the Company issued the following securities:-
-
-
-
605,989 shares as consideration for the deferral of acquisition payment for mineral claims within the Frisco project;
14,000,000 unlisted incentive options to Directors as an incentive for future performance as detailed in the notice
of meeting dated 17 June 2019, broken down as:-
o
o
750,000 incentive options to key management personnel pursuant to the Company’s long-term incentive plan,
each exercisable at $0.10 and expiring 19 July 2022.
7,000,000 unlisted options over shares exercisable at $0.06 each and expiring 19 July 2022; and
7,000,000 unlisted options over shares exercisable at $0.10 each and expiring 19 July 2022;
On 7 August 2019, the Company issued 17,597,773 fully paid ordinary shares at an issue price of $0.032 per share, being
the second tranche of the capital raising via a share placement. These shares were issued to participants in a placement
to sophisticated and professional investors.
Further, the Company issued 25,000,000 unlisted options which were free attaching to shares issued to placement
participants, as approved by shareholders, on a 1-for-2 basis. The placement options are exercisable at $0.10 each and
expire on 7 August 2022.
Further the Company issued 10,000,000 unlisted options to a nominee of the lead manager to the placement as
consideration for brokerage services, with the following terms:-
-
-
5,000,000 unlisted options exercisable at $0.10 each and expiring 7 August 2021; and
5,000,000 unlisted options exercisable at $0.20 each and expiring 7 August 2021.
Finally, the Company issued 750,000 unlisted options to an employee under its option incentive plan, each exercisable at
$0.10 and expiring 19 July 2022.
On 21 August 2019 the Group announced that Mr Tom Eadie is to step down as Executive Chairman and that Mr Peter
Williams was appointed as Managing Director.
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 14: DIVIDENDS
The directors have not declared any dividend for the year ended 30 June 2019 (2018: nil).
42
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 15: 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 performance right-settled share-based payment
transactions
30 June
2019
$
1,531,205
101,420
30 June
2018
$
2,747,800
-
Net share based payment expense recognised in the profit or loss
1,632,625
2,747,800
b) Summary of options granted as share-based payments
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 2019
30 June 2018
Number
WAEP
Number
WAEP
Outstanding at beginning of year
20,707,454
$0.83
19,857,454
Granted by the Company during the
year
Exercised during the year
Forfeited during the year
Cancelled during the year
Outstanding at end of year
-
-
4,650,000
1,645,000
(1,075,000)
(2,200,000)
15,787,454
$0.24
($1.83)
($3.27)
$0.48
-
(3,800,000)
($0.44)
-
20,707,454
-
$0.83
$0.44
$2.37
-
c) Summary of performance rights granted as share-based payments
On 24 August 2018, 600,000 performance rights were issued to Mr. Hegner under the Long-Term Incentive Plan, on the
terms and conditions detailed as follows:
Class
A
Number
200,000
Expiry Date
24 August 2018
B
C
200,000
24 August 2018
200,000
24 August 2018
Vesting Conditions
Converting into fully paid ordinary shares once the
closing share price as quoted on the ASX is greater
than $1.00 for more than a total of 120 trading days
within 2 years from grant date.
Converting into fully paid ordinary shares once the
closing share price as quoted on the ASX is greater
than $1.50 for more than a total of 120 trading days
within 3 years from grant date.
Converting into fully paid ordinary shares once the
closing share price as quoted on the ASX is greater
than $2.00 for more than a total of 120 trading days
within 4 years from grant date.
43
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 15: SHARE-BASED PAYMENTS (continued)
The Group has measured the fair value of the performance rights issued during the half year by using the Monte-Carlo
pricing model with the following inputs.
Class Grant Date
A
B
C
24 Aug
2018
24 Aug
2018
24 Aug
2018
Expiry
Date
24 Aug
2020
24 Aug
2021
24 Aug
2022
Spot
Price
Vesting
Hurdle
(120
days)
Fair
value
Expected
Volatility
Dividend
Yield
Interest
Rate
$0.34
$1.00
$0.15
100%
$0.34
$1.50
$0.17
100%
$0.34
$2.00
$0.19
100%
0%
0%
0%
1.98%
2.03%
2.21%
NOTE 16: RELATED PARTY TRANSACTIONS
a) Key management personnel
Short-term employee benefits
Post-employment benefits
Share-based payments – performance rights
Share-based payments - options
b) Related party balances
30 June
2019
$
643,681
120,735
101,420
1,152,179
2,018,015
30 June
2018
$
698,643
222,076
-
1,980,477
2,901,196
As at 30 June 2019, there were no balances owed from/to key management personnel and or companies associated with
the shareholders and Directors (2018: nil)
c) Other transactions with related parties
Mr Brett Tucker was a related party to the Company while appointed as a Director between 11 February 2019 and 14 May
2019.
Mr Tucker is an employee of Ventnor Capital which received fees for providing Company Secretarial, accounting, book-
keeping and registered office services during his appointment as a Director, totalling $18,732 (ex GST).
There were no other transactions with related parties during the year ended 30 June 2019 (2018: nil).
44
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 16: 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 (%)
30 June 2019
30 June 2018
Volantis Resources Corp, Inc.
Valyrian Resources Corp.
Alderan US Holdings, Inc
Star Range US Holdings, Inc
Star Range Resources Limited
USA
USA
USA
USA
AUS
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Alderan Resources Limited is the ultimate Australian parent entity and ultimate parent of the Group.
NOTE 17: FINANCIAL INSTRUMENTS
a) Overview
The Group'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 Group 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 Group 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
2019
$
749,162
207,798
956,960
771,926
-
771,926
30 June
2018
$
1,665,364
193,522
1,858,886
942,951
37,862
980,813
45
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 17: 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
2019
$
749,162
207,798
956,960
30 June
2018
$
1,665,364
193,522
1,858,886
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.
46
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 17: 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
2019
$
749,162
749,162
30 June
2018
$
850,516
850,516
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 2019
Profit or loss
30 June 2018
Profit or loss
100bp
Increase
100bp
Decrease
100bp
Increase
100bp
Decrease
7,492
(7,492)
8,505
(8,505)
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 2019
Financial Liabilities
≤6 Months
$
6-12 Months
$
1-5 Years
$
≥5 Years
$
Total
$
Trade and other payables
273,960
497,966
-
-
273,960
497,966
-
-
-
-
-
-
771,926
-
771,926
Loans payable
Total
30 June 2018
Financial Liabilities
Trade and other payables
Loans payable
Total
≤6 Months
$
6-12 Months
$
1-5 Years
$
≥5 Years
$
Total
$
470,311
37,862
508,173
472,640
-
472,640
-
-
-
-
-
-
942,951
37,862
980,813
47
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 17: 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 2019
$
30 June 2018
$
66,030
504,950
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 $660 (2018: $5,049); and net assets will increase/decrease by $660 (2018:
$5,049).
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 18: 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
2019
$
30 June
2018
$
655,394
369,918
1,025,312
465,888
1,120,832
1,586,720
Where the commitments are due in US Dollars, the Company has used the spot rate on 30 June 2019 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.
48
Alderan Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 19: 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
2019
$
30 June
2018
$
(3,854,787)
(6,492,308)
(3,854,787)
(6,492,308)
10,078,913
8,031,965
(222,065)
(86,991)
9,856,848
7,944,974
16,506,842
12,372,806
5,606,166
3,973,541
(12,256,160)
(8,401,373)
9,856,848
7,944,974
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 2019 and 30 June 2018.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2019 and 30 June 2018.
Capital commitments
The commitments disclosed in Note 18 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 20: AUDITOR’S REMUNERATION
The auditor of the Group is RSM Australia Partners.
Audit or review of the financial statements
30 June
2019
$
31,500
31,500
30 June
2018
$
28,000
28,000
49
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 2019 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. Peter Williams
Managing Director
Dated this 30th day of September 2019
50
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 2019, 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 2019 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
Material Uncertainty Related to Going Concern
We draw attention to Note 1, which indicates that the Group incurred a loss of $4,167,457 and had net cash
outflows from operating activities of $4,969,590 for the year ended 30 June 2019. As at that date, the Group had
net current assets of $185,034. As stated in Note 1, these events or conditions, along with other matters as set
forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
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.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
How our audit addressed this matter
Exploration and Evaluation Expenditure
Refer to Note 9 in the financial report
The Group has capitalised exploration and
evaluation expenditure with a carrying value of
$9,330,402 as at 30 June 2019.
We considered this to be a key audit matter due to
the significant management judgments involved in
assessing the carrying value of the asset 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
recoverable
existence of an economically
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.
Our audit procedures included:
Obtaining evidence that the Group has valid rights
to 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;
Enquiring with management and reviewing budgets
and other documentation as evidence that active
and significant operations in, or relation to, the area
of interest will be continued in the future;
Agreeing a sample of additions to supporting
documentation and ensuring the amounts are
capital in nature and relate to the area of interest;
and
Critically assessing and evaluating management’s
impairment
indicators of
that no
assessment
existed.
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 2019, 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 2019.
In our opinion, the Remuneration Report of Alderan Resources Limited, for the year ended 30 June 2019, 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: 30 September 2019
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.
54
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.
Alderan Resources Limited
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
If it does not have a nomination committee, the
Board should disclose that fact and the processes
it employs to address board succession issues
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
Charter, which includes specific responsibilities to be carried out by those committees when they are
established.
55
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
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
Tom Eadie, Non-executive Chairman – Independent
board to be independent directors;
(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
compromise
the
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
Peter Williams, Managing Director – Not independent
Hegner, Executive Director - Not independent
Nicolaus Heinen, Non-executive Director – Not independent
Marat Abzalov, 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.
(c)
the length of service for each director
2.4
A majority of the board of a listed entity should be
independent directors
Yes
As disclosed in the response to Recommendation 2.3 above, only two of the Directors are considered to be
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
2.6
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
Yes
Mr Eadie is the Chairman and is considered to be independent.
directors
A listed entity should have a program for inducting
appropriate
new
and
professional development opportunities
for
directors to develop and maintain the skills and
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.
56
knowledge needed to perform their role as
directors effectively.
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.
Alderan Resources Limited
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
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.
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.
4.1
4.2
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.
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.
57
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.
6.
RESPECTS THE RIGHTS OF SHAREHOLDERS
6.1
6.2
6.3
6.4
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.
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
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.
Alderan Resources Limited
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.
Yes
Yes
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.
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.
58
employs
for overseeing
management framework.
the entity’s
risk
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.
Alderan Resources Limited
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
and social sustainability risks and, if it does, how
it manages or intends to manage those risks.
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.
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.
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.
59
Alderan Resources Limited
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
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:
60
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
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.
Alderan Resources Limited
(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.
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.
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.
61
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
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
26
22
22
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
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
62
Emporia No. 9
5986
23
127S
R13W
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
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
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
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
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
63
Horn Silver Mine
Humbug
38A
5922
23
22
T27S
T27S
R13W
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
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
64
Sunbeam No. 1
Transcendent*
5922
5946
21,22
16
T27S
T275
R13W
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
Survey
Number
72
4751
Sec
Twn
Rng
15
15
T27S
T27S
RI3W
R13W
65
Alderan Resources Limited
Massachusetts
Oil City
Quartzite No. 2
Quartzite
Vorheas
65
4749
71
66
4750
15
15
14,15
14
15
T27S
T27S
T27S
T27S
T27S
R13W
R13W
RI3W
R13W
R13W
The Cactus Patented Claims
Sec
Twn
Rng
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
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
66
Copperopolis No. 4
4709
10
T27S
R13W
Patented Mining Claims (Continued)
ClaimName
Survey
Number
Sec
Twn
Rng
Alderan Resources Limited
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
67
Homestake No. 1
5118
7,12
T27S
Patented Mining Claims (Continued)
ClaimName
Goodhope No. 1
Goodhope No. 2
Gray Horse
Hesperides
High
High Point
Hillside Lode
Survey
Number
5199
5199
4709
5205
4709
5303
4706
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
Nana
5118
5303
4673
5394
5394
5394
5394
5394
5303
4611
5199
4611
5303
5303
5394
5394
5827
4709
4709
4877
5303
4876
4754
Alderan Resources Limited
Sec
Twn
Rng
12
12
11
14
11
2,3
3,10
T27S
T27S
T27S
T27S
T27S
T27S
T27S
7,12
3
2
T27S
T27S
T27S
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R12-
13W
R12-
13W
R13W
R13W
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
3
T26S
R13W
T27S,T26S
R13W
T27S,T26S
R13W
T27S
T26S
T27S
T27S
T27S
T26S
T26S
T27S
T27S
T27S
T27S
T278
T27S
T27S
T27S
T27S
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R13W
R9W
R13W
R13W
R13W
68
Patented Mining Claims (Continued)
ClaimName
Survey
Number
Sec
Twn
Rng
Alderan Resources Limited
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.
West Dip
4755
4753
5303
4611
5303
4709
4752
5394
5827
4709
4492A
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
3
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
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
R13W
69
Alderan Resources Limited
*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
Indian Chief
Indian Queen
MS
5815
MS
5815
MS
5833
MS
5815
MS
5815
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
34
26S 13W
33,34 26S 13W
Patented Mining Claims (Continued)
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
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%
50% /50%
50% /50%
70
ClaimName
Survey
Number
Sec
Twn Rng
District
Owner
Ownership
%
Alderan Resources Limited
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
Ute
Venus
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
MS
5815
MS
5815
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
33
26S 13W
33
26S 13W
Patented Mining Claims (Continued)
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
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
TANK LC / W HUGHES
BROCKBANK
TANK LC / W HUGHES
BROCKBANK
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%
50% /50%
50% /50%
71
Alderan Resources Limited
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.
72
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
73
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
CT 43
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
426719
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
258690
74
Alderan Resources Limited
CT 44
CT 45
CT 46
SF 82
CT 47
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
CT 76
CT 77
CT 101
CT 102
CT 103
CT 104
CT 105
426720
426721
426722
426723
426967
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
426996
426997
434804
434805
434806
434807
434808
258691
258692
258693
258694
258845
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
258874
258875
261072
261073
261074
261075
261076
75
Alderan Resources Limited
CT 106
CT 107
CT 108
CT 109
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
NW 102
NW 103
NW 104
NW 105
NW 106
NW 107
NW 108
NW 109
NW 110
NW 111
NW 112
NW 113
434809
434810
434811
434812
434813
434814
434815
434816
434817
434818
434819
434820
434821
434822
434823
434824
434825
434826
434827
434828
434829
434830
434831
434832
434833
434834
434835
434836
434837
434838
434839
434840
434841
434842
434843
434844
434845
434846
434847
434848
261077
261078
261079
261080
261081
261082
261083
261084
261085
261086
261087
261088
261089
261090
261091
261092
261093
261094
261095
261096
261097
261098
261099
261100
261101
261102
261103
261104
261105
261106
261107
261108
261109
261110
261111
261112
261113
261114
261115
261116
76
Alderan Resources Limited
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
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
434849
434850
434851
434852
434853
434854
434855
434856
434857
434858
434859
434860
434861
434862
434863
434864
434865
434866
434867
434868
434869
434870
434871
434872
434873
434874
434875
434876
434877
428552
428553
428554
428555
428556
428557
428558
428559
428560
428561
428562
261117
261118
261119
261120
261121
261122
261123
261124
261125
261126
261127
261128
261129
261130
261131
261132
261133
261134
261135
261136
261137
261138
261139
261140
261141
261142
261143
261144
261145
259870
259871
259872
259873
259874
259875
259876
259877
259878
259879
259880
77
Alderan Resources Limited
NW 12
NW 13
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
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
428563
428564
428565
428566
428567
428568
428569
428570
428571
428572
435319
435320
426435
426436
426437
426438
426439
426440
426441
426442
426443
426444
426445
426446
426447
426448
426449
426450
426451
426452
426453
426454
426455
426456
426457
426458
426459
426460
426461
426463
259881
259882
259883
259884
259885
259886
259887
259888
259889
259890
261331
261332
258176
258177
258178
258179
258180
258181
258182
258183
258184
258185
258186
258187
258188
258189
258190
258191
258192
258193
258194
258195
258196
258197
258198
258199
258200
258201
258202
258269
78
Alderan Resources Limited
SF 29
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
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
426464
426465
426466
426467
426468
426469
426470
426471
426472
426473
426474
426475
426476
426477
426478
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
258270
258271
258272
258273
258274
258275
258276
258277
258278
258279
258280
258281
258282
258283
258284
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
79
Alderan Resources Limited
Unpatented Mining Claims (Continued)
Claim
Name
Serial No.
Beaver Co Document No.
SF 70
SF 71
SF 72
SF 73
SF 74
SF 75
SF 76
SF 77
SF 78
SF 79
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
426504
426505
426506
426507
426508
426509
426510
426511
426512
426513
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
258310
258311
258312
258313
258314
258315
258316
258317
258318
258319
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
80
Alderan Resources Limited
WC 25
WC 26
WC 27
WC 28
WC 29
WC 30
WC 31
WC 32
WC 33
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
437549
437550
437551
437552
437553
437554
437555
437556
437557
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
264275
264276
264277
264278
264279
264280
264281
264282
264283
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
81
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
82
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
83
Elephant Canyon Group
Alderan Resources Limited
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
84
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
CM119
Cave Mine Group
Alderan Resources Limited
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
435813
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
262242
85
CM126
CM127
CM128
CM129
CM130
CM131
CM132
Claim
Name
WM 1
WM 2
WM 3
WM 4
WM 5
WM 6
WM 7
WM 8
WM 9
WM 10
WM 11
WM 12
WM 13
WM 14
WM 15
WM 16
WM 17
WM 18
WM 19
WM 20
WM 21
WM 22
WM 23
WM 24
WM 25
WM 26
WM 27
WM 28
WM 29
WM 30
WM 31
WM 32
WM 33
WM 34
WM 35
WM 36
WM 37
Alderan Resources Limited
435820
435821
435822
435823
435824
435825
435826
262249
262250
262251
262252
262253
262254
262255
White Mountain Group
Serial No.
Beaver Co. Document No.
UMC 442729
UMC 442730
UMC 442731
UMC 442732
UMC 442733
UMC 442734
UMC 442735
UMC 442736
UMC 442737
UMC 442738
UMC 442739
UMC 442740
UMC 442741
UMC 442742
UMC 442743
UMC 442744
UMC 442745
UMC 442746
UMC 442747
UMC 442748
UMC 442749
UMC 442750
UMC 443915
UMC 443916
UMC 443917
UMC 443918
UMC 443919
UMC 443920
UMC 443921
UMC 443922
UMC 443923
UMC 443924
UMC 443925
UMC 443926
UMC 443927
UMC 443928
UMC 443929
267521
267522
267523
267524
267525
267526
267527
267528
267529
267530
267531
267532
267533
267534
267535
267536
267537
267538
267539
267540
267541
267542
267930
267931
267932
267933
267934
267935
267936
267937
267938
267939
267940
267941
267942
267943
267944
86
Alderan Resources Limited
WM 38
WM 39
WM 40
WM 41
WM 42
WM 43
WM 44
WM 45
WM 46
WM 47
WM 48
WM 49
WM 50
WM 51
WM 52
WM 53
WM 54
WM 55
WM 56
WM 57
WM 58
WM 59
WM 60
WM 61
WM 62
WM 63
WM 64
WM 65
WM 66
WM 67
WM 68
WM 69
WM 70
WM 71
WM 72
WM 73
WM 74
WM 75
WM 76
WM 77
WM 78
WM 79
WM 80
WM 81
WM 82
WM 83
WM 84
WM 85
UMC 443930
UMC 443931
UMC 443932
UMC 443933
UMC 443934
UMC 443935
UMC 443936
UMC 443937
UMC 443938
UMC 443939
UMC 443940
UMC 443941
UMC 443942
UMC 443943
UMC 443944
UMC 443945
UMC 443946
UMC 443947
UMC 443948
UMC 443949
UMC 443950
UMC 443951
UMC 443952
UMC 443953
UMC 443954
UMC 443955
UMC 443956
UMC 443957
UMC 443958
UMC 443959
UMC 443960
UMC 443961
UMC 443962
UMC 443963
UMC 443964
UMC 443965
UMC 443966
UMC 443967
UMC 443968
UMC 443969
UMC 443970
UMC 443971
UMC 443972
UMC 443973
UMC 443974
UMC 443975
UMC 443976
UMC 443977
267945
267946
267947
267948
267949
267950
267951
267952
267953
267954
267955
267956
267957
267958
267959
267960
267961
267962
267963
267964
267965
267966
267967
267968
267969
267970
267971
267972
267973
267974
267975
267976
267977
267978
267979
267980
267981
267982
267983
267984
267985
267986
267987
267988
267989
267990
267991
267992
87
Alderan Resources Limited
WM 86
WM 87
WM 88
WM 89
WM 90
WM 91
WM 92
WM 93
WM 94
WM 95
UMC 443978
UMC 443979
UMC 443980
UMC 443981
UMC 443982
UMC 443983
UMC 443984
UMC 443985
UMC 443986
UMC 443987
267993
267994
267995
267996
267997
267998
267999
276800
276801
276802
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.
Claim Name
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
88
Alderan Resources Limited
ADDITIONAL SECURITIES INFORMATION
SHAREHOLDER INFORMATION
The security holder information set out below was applicable as at 27 September 2019.
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
99
141
108
203
96
647
Shares
48,113
413,953
910,164
7,935,484
170,907,183
180,214,897
There are 647 holders of ordinary shares. Each shareholder is entitled to one vote per share held.
b) Marketable parcel
There are 53 shareholders with less than a marketable parcel, being 10,090 shares, amounting to 0.01% 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 2 substantial shareholders listed on the Companies register as at 27 September 2019, holding 61,023,582 fully
paid ordinary shares, being 33.86% of the fully paid ordinary shares on issue.
1
2
BELGRAVE CAPITAL MANAGEMENT LIMITED
KITARA INVESTMENTS PTY LTD
30,769,082
30,254,500
17.07%
16.79%
e) On market buy-back
There is no on-market buy-back scheme in operation for the company’s quoted shares or quoted options.
89
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:
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Number
Shareholder Name / Entity
BELGRAVE CAPITAL MANAGEMENT LIMITED
KITARA INVESTMENTS PTY LTD
QUAALUP INVESTMENTS PTY LTD
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY
LIMITED
Number of Ordinary
Shares
% of Issued
Capital
30,769,082
30,254,500
8,838,337
8,675,990
17.07%
16.79%
4.90%
4.81%
KINGSLANE PTY LTD
7,375,000
4.09%
TR NOMINEES PTY LTD
BNP PARIBAS NOMINEES PTY LTD
PETER GEERDTS
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
GONDWANA INVESTMENT GROUP PTY LTD
6,156,250
5,512,292
5,150,000
4,908,448
3,078,334
3.42%
3.06%
2.86%
2.72%
1.71%
BUPRESTID PTY LTD
2,975,000
1.65%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
2,667,827
1.48%
RL HOLDINGS PTY LTD
TAURUS CORPORATE SERVICES PTY LTD
MR CARLO CHIODO
HAWTHORN GROVE INVESTMENTS PTY LTD
CHRISTOPHER WANLESS
SANDHURST TRUSTEES LTD
MR PETER WILLIAMS
KINGSLANE PTY LTD
2,643,641
2,510,308
2,475,474
2,437,500
2,401,247
1.47%
1.39%
1.37%
1.35%
1.33%
2,343,750
1.30%
2,073,259
2,000,000
1.15%
1.11%
135,246,239
75.05%
90
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
(Size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Ordinary Options
Optionholders
Options
-
-
-
5
34
39
-
-
-
396,952
65,890,502
66,287,454
There are 39 holders of Company Options.
b) Voting rights
Unlisted options do not entitle the holder to any voting rights.
c) Holders of more than 20% of unquoted options.
There were no substantial option holders as at 27 September 2019
3) Performance Rights
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 Rights
Holders
Number held
-
-
-
-
1
1
-
-
-
-
600,000
600,000
The performance rights convert 1:1 to fully paid ordinary shares upon satisfaction of conditions as announced to the ASX
on 26 July 2018 which have not been satisfied.
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.
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