Alderan Resources Limited Annual Report 2022

Plain-text annual report

Alderan Resources Limited ABN 55 165 079 201 Annual Consolidated Financial Report 30 June 2022 Alderan Resources Limited Page Contents Corporate Information Directors’ Report Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other 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 Additional Securities Information Schedule of Tenements 3 4 31 32 33 34 35 36 62 63 67 79 82 2 CORPORATE INFORMATION ABN 55 165 079 201 Directors Mr Ernest Thomas Eadie Mr Scott Caithness Mr Frank ‘Bruno’ Hegner Mr Peter Williams Company Secretary Mr Mathew O’Hara Registered Address and Principal Place of Business Suite 23, 513 Hay Street Subiaco WA 6008 Telephone: 08 6143 6711 Fax: 08 9388 8824 Bankers National Australia Bank 197 St Georges Terrace Perth WA 6000 Auditors RSM Australia Partners Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 Telephone: 08 9261 9100 Share Registry Automic Registry Services Level 5, 126 Phillip Street Surrey Hills NSW 2000 Telephone: 1300 288 664 (within Australia) +61 (0) 2 9698 5414 (outside Australia) Stock Exchange Listing Australian Securities Exchange (ASX Code: AL8) Alderan Resources Limited 3 DIRECTORS’ REPORT Alderan Resources Limited The Directors of Alderan Resources Limited (Company) present their report on Alderan Resources Limited and its subsidiaries (the Group) for the year ended 30 June 2022. Directors and Officers The names of the directors and officers who held office during or since the end of the year and until the date of this report are as follows. The Directors held office for the full year unless specified below. Position Date appointed / resigned Mr Ernest Thomas Eadie Non-executive Chairman Appointed on 23 January 2017 Mr Scott Caithness Managing Director Appointed on 6 April 2021 Mr Frank ‘Bruno’ Hegner Executive Director Appointed on 1 November 2017 Mr Peter Williams Non-executive Director Appointed 13 May 2019 Mr Mathew O’Hara Company Secretary Appointed 15 July 2020 Current Directors and Officers Mr Ernest Thomas Eadie: Non-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. 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 1980’s. 4 Alderan Resources Limited DIRECTORS’ REPORT (continued) Mr Scott Caithness: Managing Director Qualifications: AUSIMM, AICD Mr Caithness has more than 35 years’ experience in mineral exploration at senior management, executive committee and board levels across Australia, Asia, Africa and the Pacific with roles in some of the world’s largest resources companies including global diversified miner Vedanta Resources and its subsidiary Hindustan Zinc Limited, where he led group exploration, and Rio Tinto, where he managed exploration programs across Australia, India, China, Papua New Guinea and the Philippines. Mr Caithness also co-founded and was Managing Director of Indian Pacific Resources, which listed on the ASX as Akora Resources (ASX: AKO) last year, and he was a Senior Trade Commissioner to Malaysia and Brunei for the Australian Trade Commission for three years. Mr Frank ‘Bruno’ Hegner: Executive Director Qualifications: Bachelor of Arts in Russian History from Fort Lewis College; Juris Doctor from the University of Denver College of Law Mr Hegner has more than 25 years of experience as a corporate manager and executive. He was previously Managing Director of Rio Tinto’s Copper Projects Group and Vice-President / General Manager of Resolution Copper Company in Arizona USA. Mr Hegner has significant experience in management and development of major copper projects around the world including land titles, permitting, acquisitions, governmental relations, cost management, project management and operations. Mr. Hegner has also been a consultant to private equity groups on mineral development projects. He has extensive experience serving on the Board of Directors of both non-profit and publicly-traded entities. Mr 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 led 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 Mathew O’Hara: Company Secretary Qualifications: Bachelor of Commerce, Accounting & Finance, Member of the Chartered Accountants in Australia & New Zealand Mr O’Hara is a Chartered Accountant and has over 15 years’ experience in corporate finance, accounting and governance. He has been employed by, and acted as, Non-Executive Director, Company Secretary and Chief Financial Officer of several companies in the resources sector. Prior to these roles Mr O’Hara spent several years with an international accounting firm specialising in the Corporate Finance, Advisory and Audit divisions gaining significant experience with ASX, TSX and AIM listed clients across a diverse range of industries. 5 Alderan Resources Limited DIRECTORS’ REPORT (continued) Directors’ Interests 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 Scott Caithness Frank Hegner Peter Williams Total Number of fully paid ordinary shares Number of options over ordinary shares Number of performance rights 9,401,250 6,346,000 1,012,800 13,254,750 30,014,800 2,500,000 12,500,000 - 12,500,000 27,500,000 - - - - - 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 30/06/2020 27/05/2021 27/05/2021 Broker Options 01/10/2021 01/10/2021 08/09/2022 Tranche C Tranche A Tranche B Tranche A Tranche B Tranche A 10,000,000 5,000,000 5,000,000 10,000,000 10,000,000 34,425,000 Long-Term Incentive Plan 04/08/2020 04/08/2020 Tranche E Tranche F 3,500,000 3,500,000 0.08 0.11 0.15 0.11 0.15 0.016 0.195 0.225 30/06/2023 27/05/2024 27/05/2024 01/10/2024 01/10/2024 09/09/2025 03/08/2023 03/08/2023 Placement Options 08/09/2022 Total Tranche A 76,350,000 157,775,000 0.016 09/09/2025 6 Alderan Resources Limited DIRECTORS’ REPORT (continued) Shares under option or issued on exercise of options (continued) No Options were exercised during the period. The following Options lapsed or were cancelled during the period: • • • • • • • • • • • 5,000,000 options exercisable at $0.12, expiring on 31 December 2021; 125,000 options exercisable at $1.00, expiring on 12 June 2022; 100,000 options exercisable at $1.50, expiring on 12 June 2022; 100,000 options exercisable at $2.00, expiring on 12 June 2022; 100,000 options exercisable at $2.50, expiring on 12 June 2022; 3,666,667 options exercisable at $0.06, expiring on 19 July 2022; 7,000,000 options exercisable at $0.10, expiring on 19 July 2022; 750,000 options exercisable at $0.10, expiring on 19 July 2022; 5,000,000 options exercisable at $0.10, expiring on 7 August 2022; 5,000,000 options exercisable at $0.20, expiring on 7 August 2022; and 22,890,625 options exercisable at $0.10, expiring on 7 August 2022. 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 578,266,080 157,775,000 - 7 Alderan Resources Limited DIRECTORS’ REPORT (continued) Review of Operations Alderan Resources Limited’s (Alderan or the Company) principal activity is mineral exploration for gold and copper in Utah, USA. Detroit is Alderan’s flagship project, where the company is focused on the Drum and Mizpah gold prospects (Figure 1). Kennecott Exploration Limited (KEX), a subsidiary of Rio Tinto Ltd, is exploring to earn an interest in Alderan’s Frisco copper-gold project and the Company also holds the early-stage White Mountain gold project. Alderan retains two tenements in the Valley Crossroads area following its withdrawal from an option agreement with Tamra Mining LLC on tenements surrounding Tamra’s copper mine at Milford which is on care and maintenance. Figure 1: Alderan Resources’ project location in western Utah, USA Detroit Project, Utah The Detroit Project lies within the Detroit Mining District, approximately 175km southeast of Salt Lake City in Utah and contains numerous historical copper, gold and manganese mines including the Drum gold mine, one of the most economically important sediment hosted gold deposits in the State (Figure 2). The district has been explored for copper and gold in the past, but no single company was able to build a significant contiguous land position to enable district-wide modern exploration. Historical exploration at Detroit focussed on the near surface Basin Porphyry oxide copper prospect plus the Mizpah and Drum oxide gold deposits. The Basin Porphyry copper oxide deposit was drilled in the early 1960’s, Mizpah in the mid- 1980s and Drum was mined from 1984-89. The geology of the area consists primarily of moderately west to southwest- dipping, Cambrian age clastic and calcareous sediments that have been intruded by an Eocene poly-phase quartz diorite to quartz monzonite porphyry which has undergone phyllic alteration. In summary, Alderan’s exploration at Detroit over the year includes: • Six diamond drill holes testing targets identified from District scale geochemical and geophysical exploration completed by Alderan in FY21; 8 DIRECTORS’ REPORT (continued) Alderan Resources Limited • Negotiating option agreements over the Drum Gold Mine (Drum) with North Exploration LLC and the Drum North area with the State of Utah School and Institutional Trust Lands Administration (SITLA); • Completing deposit modelling from historical drill hole data plus in-pit rock sampling and eight verification diamond drill holes at Drum; • Re-negotiating a new Miller-Myers option over a reduced area covering four patented mining claims totalling 68.6 acres (27.7ha); • Completing a 22-hole reverse circulation drilling programme targeting near surface gold mineralisation at Mizpah; and • Completing infill soil sampling to better delineate gold in soil anomalies at Detroit. Drum Gold Mine The Drum distal disseminated gold deposit produced 125,000oz of gold from 3.17 million tonnes of oxide ore grading 1.22g/t gold between 1984-89.1 It is the largest historical mine in the Detroit District and was one of the most productive and economically important sediment-hosted gold deposits in Utah. It was discovered in 1982 with a drill intercept of 15m grading 8.5g/t gold and was mined from two open pits - East Pit and West Pit. Towards the end of its life, a small underground operation was developed in the West Pit which produced mined grades of +4g/t gold. After securing an option agreement with North Exploration LLC in September 2021 over the Drum leases, Alderan’s historical drill hole constrained modelling of the deposit suggests exploration potential for remnant gold mineralisation left behind when mining ceased of approximately 1.2-1.5 million tonnes at a grade of approximately 1.1-1.4g/t gold (approximately 42,000 - 67,000 ounces)2. This estimate of exploration potential quantity and grade is conceptual in nature, there has been insufficient exploration to estimate Mineral Resources and it is uncertain if further exploration will result in the estimation of a Mineral Resource. Importantly the review also highlighted that the deposit is open along strike to the south and down dip to the southwest and the historical holes were terminated once they entered unoxidized rock. Historical drill hole YC-174 which intersected 15.2m grading 4.5g/t gold is 150m down dip to the southwest of the West Pit. Gold grades in drill holes ranged up to 38.8g/t Au over five-foot (~1.5m) intervals and high-grade intersections include: • • • • • YC-58A: 4.6m @ 18.1g/t Au within 13.7m @ 6.4g/t Au; YC-113A: 9.1m @ 10.8g/t Au within 22.9m @ 5.0g/t Au; YC-174: 6.1m @ 10.3g/t Au within 15.2m @ 4.5g/t Au; YC-169: 18.3m @ 7.7g/t Au within 35.1m @ 4.3g/t Au; and YC-242: 15.2m @ 6.4g/t Au within 38.1m @ 3.2g/t Au. 1Krahulec, K. “Sedimentary Rock-Hosted Gold and Silver Deposits of the Northeastern Basin and Range, Utah” Utah Geological Survey; Jan 2Refer Alderan ASX announcements dated 18 and 19 November 2021. 9 DIRECTORS’ REPORT (continued) Alderan Resources Limited Figure 2: Drum gold mine – view looking southwest to East Pit with the West pit located behind the vehicles. Alderan’s initial work at Drum entailed in-pit rock sampling and diamond drilling to confirm the presence and grade of gold mineralisation indicated. It was known from historical data that gold mineralisation at Drum primarily occurs in two stratigraphic horizons, the lower Tatow unit and the upper Chisholm Formation within a northeast-southwest trending structural corridor bound by two steeply dipping faults. Both the Tatow and Chisholm units consist of fine-grained calcareous shales, siltstones and carbonates and are separated by the massive and un-mineralised Howell Limestone. All units dip gently at ~20-30° to the southwest and strike roughly north-south. A total of 76 composited rock samples were collected over intervals ranging from 1.3-3.3m along pit walls. Gold grades range up to 10.7g/t with 36 samples grading +0.5g/t Au and 22 assaying +1.0g/t Au. In April 2022, Alderan successfully completed an eight-hole (869m) diamond drilling programme at Drum which confirmed and extended remnant oxide mineralisation left behind when mining ceased in 1989 (Figure 3). The holes targeted the deeper Tatow unit which was the prime historical ore horizon in the East Pit and the Chisholm unit, the historical ore host in the West Pit. Holes were drilled at the northern and southern ends of both pits and 150m down dip to the southwest of the West Pit boundary. Results included3: • • • • • • 9DD22-001: 6.3m @ 2.9g/t Au within 16.2m @ 1.0g/t Au from 60.04m downhole below the northern end of the East Pit; 9DD22-003: 6.5m @ 2.5g/t Au within 17.8m @ 1.7g/t Au from 88m downhole below the southern end of the East Pit; collared at 9DD22-002 site; 9DD22-004: 6.1m @ 2.3g/t Au from surface at bottom of northern end of the West Pit; 9DD22-005: 3.2m @ 2.0g/t Au from surface at bottom of northern end of the West Pit; 9DD22-006: 3.1m @ 1.1g/t Au from 2.7m downhole at bottom of southern end of the West Pit; 9DD22-007: 15.9m @ 0.42g/t Au from surface in waste dump material plus 5.9m @ 1.2g/t Au from 100.6m downhole; hole collared 150m downdip to the southwest of the West Pit; hole abandoned short of target depth due to lost rods. Alderan’s key conclusions following interpretation of the exploration and drill results at Drum are: • The gold grade of Alderan’s rock samples and drill intersections is consistent with 1.1-1.2g/t Au reported historical grades; 3Refer Alderan ASX announcements dated 25 February 2022, 5 April 2022, 11 May 2022 and 25 May 2022. 10 DIRECTORS’ REPORT (continued) Alderan Resources Limited • The mineralisation is oxidised and likely suitable for heap leaching as the historical Drum mine was a heap leach operation; • Hole 9DD22-007 did not fully traverse the host Chisholm Formation but demonstrates that the mineralisation • • remains open 150m down dip of the West Pit; There is potential for gold mineralisation in waste dumps that surround the open pits; The mineralisation sits within a 400m wide by 600m long NE-SW trending structural corridor which is open to the southwest; • Gold mineralisation can extend into quartzites stratigraphically below the Tatow host horizon; • Mineralised intersections below the East Pit are 15-20m thick and suggest that the host Tatow unit dips at ~25o SW; • Alderan’s West Pit holes were collared at the bottom of the pit hence mineralised intersections are not true host horizon thickness; • There is potential for high grade, structurally controlled primary gold mineralisation associated with bedding parallel thrusting and high angle faults. Post the reporting period, a re-drill of hole DD22M-007 using a reverse circulation drill rig was completed4. The new hole, 9DPRC-001, was successfully drilled to a depth of 130m from surface (21m deeper than 9DD22-007) to traverse the host Chisholm Formation. Assay results are expected in Q4, 2022. Next steps at Drum include metallurgical sighter testing to get an indication of gold recoveries and completion of the environmental assessment required for permitting to enable further drilling in 2023. Figure 3: Drum historical gold mine showing pit outlines, interpreted major bounding faults, significant historical (black) and Alderan (blue) drill intersections plus hole 9DPRC22-001 (green) which is a re-drill of abandoned hole 9DD22-007. 4Refer Alderan ASX announcement dated 25 August 2022. 11 Alderan Resources Limited DIRECTORS’ REPORT (continued) Mizpah Prospect The Mizpah oxide gold deposit has gold mineralisation from surface. It is located 2km north of Drum and was drilled in the mid-1980s but never mined. The deposit sits in the same rock units as Drum and Alderan’s modelling constrained to historical drilling indicates that the known deposit has a north-south strike length of approximately 350m and down dip width of 200m however it is open along strike to the north and south and down dip to the southwest5. Alderan drill holes 190m and 350m to the west northwest of the historically defined deposit indicate that the Mizpah mineralising system has potential to be significantly larger. Holes DD20M-006 and 3DD22-001 intersected 83m @ 0.41g/t Au from 35.8m downhole and 69.5m grading 0.18g/t Au from 87.5m downhole respectively6. Due to its close proximity to the Basin Porphyry intrusive complex, hole 3DD22-001 traversed highly metamorphosed interbedded carbonates and fine-grained clastic sediments. Post year-end in August 2022, Alderan completed a 21-hole reverse circulation (RC) drilling programme at Mizpah, targeting high-grade near-surface oxide gold mineralisation (Figure 4)7. Historical high-grade drill intersections at Mizpah which typically sit within thicker, lower grade gold mineralised zones include: • MZ-104: 7.6m @ 2.4g/t Au from 19.8m downhole; • MZ-49: 10.7m @ 2.2g/t Au from surface; • MZ-87-32: 9.2m @ 2.1g/t Au from 6.1m downhole; • MZ-87-048: 10.7m @ 2.0g/t Au from 3.1m downhole; • MZ-87-52: 13.7m @ 1.7g/t Au from 30.5m downhole with last assay 9.1g/t Au. The Mizpah historical holes were drilled to an average depth of only 28m and like Drum, did not evaluate the potential for primary gold mineralisation below the oxide zone. There are 40 historical holes which have final assays grading more than 0.5g/t Au, well above the typical cut-off grade of 0.15-0.2g/t Au for oxide heap leach gold deposits in the USA, with 20 of these having last assays grading more than 1.0g/t Au. The highest final assay down an historical hole is 9.1g/t Au in MZ- 87-528. All Alderan’s drill holes have traversed the oxide zone before ending in un-oxidised sediments. Alderan has submitted all samples to the laboratory for gold analysis with results expected early in Q4, 2022. 5Refer Alderan ASX announcement dated 12 August 2021. 6Refer Alderan ASX announcements dated 22 March 2022 and 3 August 2022. 7Refer Alderan ASX announcement dated 25 August 2022. 8Refer Alderan ASX announcement dated 24 August 2021. 12 DIRECTORS’ REPORT (continued) Alderan Resources Limited Figure 4: Mizpah block model outline based on historical drill data, selected near surface high grade historical drill intercepts and Alderan’s completed reverse circulation drill holes. The Mizpah mineralisation dips at ~20o to the southwest from surface and is open to the west, north and south. Detroit District Exploration Following District scale geological mapping, stream, soil and rock sampling plus magnetic and IP geophysical surveys completed over the Detroit District by Alderan in 2021, six diamond holes were drilled to test four targets, Southern Anomaly, Copperhead, Northern Extension and Basin Main magnetic anomaly (Figure 5). The holes targeted distal disseminated gold and porphyry copper deposits focused on chargeability geophysical anomalies associated with historical mine workings and gold and copper in rock samples on margins of and within the Basin Complex. Assay results for the holes were low order with highest grades 1.03g/t Au over 1.56m at Copperhead and 417ppm Cu over 5.86m at Basin Main9. No further exploration is planned on these targets. Alderan’s soil sampling at Detroit highlighted three high order gold anomalies in the targeted stratigraphy which hosts Drum and reaffirm the potential for a series of oxide and primary gold deposits stretching over 3km of strike length from Drum to the north (Figure 6)10. In total 1,768 samples were collected every 40m along 200m and 400m spaced lines. 9Refer Alderan ASX announcement dated 30 December 2021. 10Refer Alderan ASX announcement dated 27 June 2022. 13 DIRECTORS’ REPORT (continued) Alderan Resources Limited Figure 5: Basin Complex 3D inversion model chargeability anomaly (20-30 millisecond shell; yellow) overlying the Basin Main magnetic anomaly (>0.03 SI units cutoff; red) showing the location of historical holes plus Alderan’s planned and completed holes. The high priority anomalies, Midway, Mizpah and Basin Main, were identified using a 0.025ppm Au cut-off and all sit within the same rock units as Drum (see Figure 6). The Midway anomaly sits between Drum and Mizpah ~1.2km north of the Drum pits. Midway has high order gold in soil assays which range from 0.034-0.189ppm Au and sits within a broader 240m anomalous zone along the line. The additional high order soil anomalies include the Mizpah deposit, ~2km north of the Drum pits, and the Basin Main gold anomaly which is located a further 800m north of Mizpah. Mizpah, as expected given there is gold mineralisation from surface in drill holes, is highlighted by a 500m long gold anomalous zone along a soil line with assays in the range of 0.038 - 0.155ppm Au. Lower order anomalous gold is evident on the line 200m to the north. 14 Alderan Resources Limited DIRECTORS’ REPORT (continued) The Basin Main gold anomaly, which occurs over two lines, is the most prominent anomaly in the soil survey. It consists of a 480m long zone with grades ranging from 0.02 - 0.322ppm Au on its northern line and a 400m long zone with grades of 0.023 - 0.042ppm Au over a 160m zone on the line 200m to the south. Additional infill soil sampling to better define the anomalies highlighted has been completed with assay results expected in Q4, 2022. Figure 6: Detroit soil sample lines and gold anomalous soil samples on geology plan. Basin Main, Mizpah and Midway prospects are highlighted by gold in soils grading up to 0.32, 0.16 and 0.19g/t gold respectively. Detroit Next Steps Assay results from the Mizpah and Drum reverse circulation drilling programme and infill soil samples are expected early and mid Q4, 2022 respectively. Work is underway on the environmental assessment at Drum ahead of permitting new drill sites. Due to the season specific requirement of the EA this work is expected to run until Q2, 2023. Further drilling will be planned following receipt and interpretation of the outstanding drill hole and soil sample assays. Frisco Project, Utah The Frisco copper-gold-silver project lies 300km south-southwest of Salt Lake City in Utah. The project is the subject of a farm in agreement with Kennecott Exploration (KEX), a subsidiary of Rio Tinto, where KEX can earn up to a 70% interest by spending US$30 million over 10 years. Frisco was explored historically, and more recently by Alderan, for copper and gold prior to this agreement. KEX’s exploration focus at Frisco is the discovery of a large-scale long-life porphyry copper- gold-molybdenum deposit. 15 Alderan Resources Limited DIRECTORS’ REPORT (continued) In the first half of the year, KEX completed a UAV (drone) magnetic survey which aimed to identify new magnetic targets and provide better resolution of existing targets (see Figures 7 & 8)11. The survey identified three new magnetic low features and the Copper Gulch anomaly located immediately to the southeast of the historical Cactus copper mine. In addition to identifying the new magnetic anomalies, it better defined the Cactus Porphyry, Reciprocity and North Carbonate anomalies which have been the subject of previous exploration. Figure 7: Frisco UAV (drone) reduced to pole magnetic image showing the location of the Copper Gulch anomaly and the magnetic low anomalies identified by KEX. Copper Gulch is a 1,500m long by 500m wide magnetic and copper geochemistry anomaly which lies approximately 500m southwest of the historical Cactus copper mine. Past KEX and Alderan drilling at Cactus includes intersections of 41m @ 1.9% Cu, 0.62g/t Au and 32m @ 1.2% Cu, 0.3g/t Au in tourmaline breccias. Historical holes drilled on the margin of the Copper Gulch magnetic anomaly intersected copper mineralisation grading up to 0.2% Cu over downhole intervals up to 30m. 11 Alderan ASX announcement dated 21 January 2022. 16 DIRECTORS’ REPORT (continued) KEX has completed one hole to a depth of 529.7m at Copper Gulch and a second hole is planned pending assay results expected in Q4, 2022. Alderan Resources Limited Figure 8: Depth slice at 500m below surface of Frisco UAV (drone) magnetics showing the location of the Copper Gulch anomaly identified by KEX and the location of historical drillholes which intersected potassic altered intrusive rocks and low-grade copper mineralisation. Valley-Crossroads Project, Utah Alderan advised Tamra Mining Company LLC of its withdrawal from the option agreement covering the Valley Crossroads project area in June 2022. Work undertaken by Alderan on Valley Crossroads tenement included reviewing all historical drilling and sampling data, re-processing, modelling, and interpreting aeromagnetic data and drilling three diamond holes at the Black Rock prospect which did not intersect significant mineralisation. Alderan retains two 100% owned tenements at the northern end of the Valley Crossroads project area. 17 Alderan Resources Limited DIRECTORS’ REPORT (continued) Capital Raising Activities In August 2021, Alderan received firm commitments to raise $5 million (before costs) through the issue of approximately 125 million new shares to at a price of $0.04 per Share. Funds were used towards exploration, specifically surface exploration and diamond drilling at the Detroit project, and for working capital purposes. Alderan Directors participated in the placement for an additional $105,000 Subsequent to the financial year end on 20 July 2022, Alderan received firm commitments to raise approximately $1.4 million (before costs) to accelerate exploration at its Detroit project. Alderan issued 133.7 million new shares to sophisticated and professional investors at a price of $0.01 per share together with a free attaching option exercisable at $0.016 each and expiring three (3) years from date of issue on the basis of one (1) Option for every two (2) shares issued. In addition, following shareholder approval at a General Meeting on 2 September 2022, Alderan Directors participated in the Placement for an additional $150,000. Alderan has also announced a non-renounceable rights issue of Options. The Rights Issue Options will be exercisable at $0.016 each and expire on 9 September 2025. Existing shareholders will have the right to subscribe for one (1) Option for every two (2) shares held on the record date of 12th September 2022 at an issue price of $0.001 per Option. The Company will apply to have the Rights Issue Options quoted and tradeable on the ASX. Alderan will use proceeds from the Placement and Rights Issue to advance exploration activities, specifically the reverse circulation drilling program at the Detroit project, and for working capital purposes. The Company is also committed to assessing new opportunities in the USA to further strengthen its project portfolio. Renegotiated Option at Detroit Project In June, Alderan executed a renegotiated three-year option agreement with George Miller and Ron Myers (Miller-Myers) at the Detroit Project12. The agreement covers four patented mining claims totalling 68.6 acres (27.7ha) and replaces the 11 February 2021 agreement with Miller-Myers covering 60 patented claims totalling 1,010 acres (44.5ha). The reduced area covered by the new agreement enables Alderan to retain a strategic tenement holding following its exploration over the Detroit district in Q4, 2021 (Figure 9). This exploration highlighted a number of coincident IP and magnetic geophysical anomalies with associated anomalous copper and gold geochemistry in soils and rocks which were drill tested as part of the prospect prioritisation. Two targets, the Chargeability Stem and Skarn (proposed drill sites Y and P respectively), sit on the margins of the Miller-Myer leases and remain untested. The reduction of the Miller-Myer option area aligns with Alderan’s strategy of rapidly exploring tenements held under option and then retaining only those portions deemed prospective, enabling Alderan to maximise its expenditure on in- ground exploration at Detroit where the Company is currently focused on the high potential Drum and Mizpah oxide gold deposits. Drum North Option Secured Alderan secured a mining exploration agreement with option to lease with the SITLA over 230 acres (93ha) of land immediately north of the historical Drum gold mine13. This Drum North area bridges the gap between Alderan’s Drum tenement and its tenement further north which covers the historically defined Mizpah gold deposit and provides the Company with 6.5km of uninterrupted strike of highly prospective stratigraphy which hosts both the Drum and Mizpah oxide gold deposits. 12Refer Alderan ASX announcement dated 3 June 2022. 13Refer Alderan ASX announcement dated 27 June 2022. 18 DIRECTORS’ REPORT (continued) Alderan Resources Limited Figure 9: Detroit tenement showing the relinquished Miller-Myers option area and the acquired Drum North option area. Competent Persons Statement The information contained in this announcement that relates to the exploration potential for the Drum gold mine peripheral to the historical pits is based on, and fairly reflects, information compiled by Dr Marat Abzalov, who is a Fellow of the Australian Institute of Mining and Metallurgy. Dr Abzalov is a consultant to Alderan and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Dr Abzalov consents to the inclusion in this announcement of the matters based on his information in the form and context in which it appears. Dr Abzalov holds securities in the Company. The information in this report that relates to historical exploration results were reported by the Company in accordance with listing rule 5.7 on 12 August 2021, 24 August 2021, 18 November 2021, 19 November 2021, 30 December 2021, 21 January 2022, 25 February 2022, 22 March 2022, 5 April 2022, 11 May 2022, 27 June 2022, 25 May 2022, 3 August 2022, 25 August 2022. The Company confirms it is not aware of any new information or data that materially affects the information included in the previous announcements. Principal Activities During the period, the Company continued its exploration activities, predominantly for gold and copper, in Utah, USA. 19 Alderan Resources Limited DIRECTORS’ REPORT (continued) Significant Changes in State of Affairs During the period, the Company completed a capital raising of approximately $5 million (before costs) through the issue of approximately 125 million new shares to at a price of $0.04 per share. Funds were used towards exploration, specifically surface exploration and diamond drilling at the Detroit project, and for working capital purposes. There were no other significant changes in the state of affairs of the Company during the financial year. Likely developments and expected results of operations The Company intends to continue its exploration activities on its existing projects and to acquire further suitable projects for exploration as opportunities arise. 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 2022, after providing for income tax amounted to $9,713,912 (2021: $2,938,648). Review of financial conditions The Group had a net bank balance of $254,732 as at 30 June 2022 (2021: $791,510). Loss Per Share 30 June 2022 30 June 2021 $ $ Basic loss per share (cents per share) (2.63) (0.73) Employees The Company had 6 employees as at 30 June 2022 (2021: 7 employees). Laws and Regulations The 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. Environmental Regulations The Company is subject to and is compliant with all aspects of environmental regulation of its exploration and mining activities. The directors are not aware of any environmental law that is not being complied with. 20 Alderan Resources Limited DIRECTORS’ REPORT (continued) 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 2022. 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 Scott Caithness Mr Frank D Hegner Mr Peter Williams Remuneration Policy Position Non-Executive Chairman Managing Director Executive Director Non-Executive Director Period of Employment Appointed on 23 January 2017 Appointed on 6 April 2021 Appointed on 1 November 2017 Appointed on 13 May 2019 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. 21 Alderan Resources Limited DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) 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 financial year. 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. 22 Alderan Resources Limited DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) 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 is to: i. ii. iii. iv. 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: i. ii. iii. iv. a director; a full-time or part-time employee; a contractor; or a casual employee 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 (2021: 7,000,000). There were no shares issued under the Long-Term Incentive Plan during the year (2021: Nil). 23 Alderan Resources Limited DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) Service Agreements Managing Director Service Agreement – Mr Scott Caithness The Company entered into an Executive Service Agreement with Mr Scott Caithness on 6 April 2021. Mr Caithness is employed in the position of Managing Director. The material terms of the employment agreement with Mr Caithness are as follows: • Mr Caithness is employed in the position of Managing Director; • Mr Caithness is to be paid an annual salary of $250,000 plus superannuation. This salary is inclusive of director’s fees and is intended to cover all the services that he may perform for the Company. He is also entitled to receive all reasonable expenses incurred in the fulfilment of his duties; and • Mr Caithness was issued 10 million unquoted options which expire three years from date of issue and which vest following 12-month continuous service (5,000,000 exercisable at $0.11 and 5,000,000 exercisable at $0.15). Executive Director Service Agreement – Mr Bruno Hegner The Company entered into an Executive Service Agreement with Mr Bruno Hegner on 23 October 2017. Mr Hegner is employed in the position of Executive Director and Vice President of the Company’s subsidiary, Volantis Resources Corp. The material terms of the employment agreement with Mr Hegner are as follows: • Mr Hegner will be paid an annual salary of US$129,600 plus superannuation for 60% full time equivalent work hours plus a rate of US$930 per day for additional days worked in excess of the 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; and Entitlement to severance and redundancy package payments shall continue to be calculated based on previous annual salary of US$216,000. • Non-Executive Director Service Agreement – Mr Peter Williams The Company entered into a Non-Executive Director Service Agreement with Mr Peter Williams on 6 April 2021, the material terms are as follows: • Mr Williams is employed in the position of Non-Executive Director; and • Mr Williams will be paid an annual salary of $50,000. 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. Non-Executive Chairman Service Agreement – Mr Tom Eadie The Company entered into a Non-Executive Chairman Service Agreement with Mr Tom Eadie on 1 September 2019. Mr Eadie is to provide services as a Non-Executive Director and Chairman. The material terms of the employment agreement with Mr Eadie are as follows: • Mr Eadie is employed in the position of Non-executive Chairman; and • Mr Eadie will be paid an annual salary of $50,000. 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. 24 DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) Alderan Resources Limited 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 KMP and has implemented a Long- Term Incentive Plan which will generally be of value if the Company’s shares appreciate over time. 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 KMP of Alderan Resources Limited are as follows: Short-term benefits Super- annuation $ Salary & fees $ Share-based payment Shares $ Share-based payment Perf rights $ Share- based payment Options $ 45,455 238,548 367,937 45,455 697,395 4,545 22,103 - 4,545 31,193 - - - - - - - - - - - 253,917 - - 253,917 Short-term benefits Super- annuation $ Salary & fees $ Share-based payment Shares $ Share-based payment Perf rights $ Share- based payment Options $ 32,610 35,962 346,973 87,318 6,917 509,780 3,098 3,416 - 8,296 - 14,810 - - - - - - - - - - - - - 26,083 - - - 26,083 2022 Directors Ernest Thomas Eadie Scott Caithness1, 2 F.D. Hegner2 Peter Williams Total 2021 Directors Ernest Thomas Eadie Scott Caithness1, 2 F.D. Hegner Peter Williams Nicolaus Heinen3 Total 1 Appointed as a Director on 6 April 2021. 2 Short-term benefits include annual leave provided for but not paid 3 Resigned as a Director on 23 September 2020. Total $ 50,000 514,568 367,937 50,000 982,505 Total $ 35,708 65,461 346,973 95,614 6,917 550,673 25 Alderan Resources Limited DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) Remuneration of Key Management Personnel (continued) The proportion of remuneration linked to performance and the fixed proportion are as follows: Directors Ernest Thomas Eadie Scott Caithness1, 2 F.D. Hegner2 Peter Williams Fixed remuneration At risk - STI At risk - LTI 2022 100% 51% 100% 100% 2021 2022 2021 100% 60% 100% 100% - - - - - - - - - 2022 - 49% - - - 2021 - 40% - - - 100% Nicolaus Heinen3 1 Appointed as a Director on 6 April 2021. 2 Short-term benefits include annual leave provided for but not paid 3 Resigned as a Director on 23 September 2020. Share-Based Compensation 100% Share Options The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows: Number Grant date Expiry date MD (A) MD (B) 5,000,000 27-5-21 27-5-24 5,000,000 27-5-21 27-5-24 Exercise Price $ 0.110 0.150 Fair value at grant date Vesting date $ 150,000 130,000 27-5-22 27-5-22 Recognised as expense at 30-Jun-22 $ 136,027 117,890 The Group has measured the fair value of the options issued to key management personnel by using the Black-Scholes model with the following inputs. Grant Date Expiry Date Vesting Date MD (A) MD (B) 27-May-21 27-May-21 27-May-24 27-May-24 27-May-22 27-May-22 Share price at Grant Date $0.06 $0.06 Exercise Price $0.110 $0.150 Expected Volatility Dividend Yield Interest Rate 100% 100% 0% 0% 0.09% 0.09% Cash bonuses granted as compensation for the current financial year. No cash bonuses were granted during the year ended 2022 (2021: nil). Other transactions with related parties During the financial year ended 30 June 2022, the Company paid an amount of $39,530.79 to Portable PPB Pty Ltd for the use of geological tools. Portable PPB Pty Ltd is a related party of Non-Executive Director, Peter Williams. There were no other balances owed from/to key management personnel and or companies associated with the shareholders and Directors (2021: $6,717.20). All transactions were made on normal commercial terms and conditions and at market rates. 26 Alderan Resources Limited DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) Loans from key management personnel As at 30 June 2022, there were no outstanding amounts due to KMP (2021: nil). Use of remuneration consultants During the financial year ended 30 June 2022, the Company did not engage the services of an independent remuneration consultant to review its remuneration for Directors, KMP and other senior executives. Voting and comments made at the company's Annual General Meeting ('AGM') The Company received 99.62% “for” votes on its Remuneration Report for the year ended 30 June 2021. Incentive Securities granted to KMP During the financial year ended 30 June 2022, no unquoted securities were granted to key management personnel of the Company, or the entities they controlled, as part of their remuneration. Share based payments to KMP are from Options issued in prior year that are vesting over a certain period. KMP Equity Holdings Fully Paid Ordinary Shares Balance at beginning of year Number 3,901,250 - 512,800 7,954,750 Balance at beginning of year Number 2,546,875 10,000,000 2,000,000 15,338,542 30 June 2022 Directors Ernest Thomas Eadie Scott Caithness F.D. Hegner Peter Williams Share Options 30 June 2022 Directors Ernest Thomas Eadie Scott Caithness F.D. Hegner Peter Williams Granted as compensation Number Received on exercise of options Number Net change other Number Balance at end of year Number - - - - - - - - 500,000 1,346,000 500,000 300,000 4,401,250 1,346,000 1,012,800 8,254,750 Granted as compensation Number Exercised Number Expired Number Balance at end of year Number - - - - - - - - - - - - 2,546,875 10,000,000 2,000,000 15,338,542 27 Alderan Resources Limited DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) Performance Rights Balance at beginning of year Number - - 400,000 - 30 June 2022 Directors Ernest Thomas Eadie Scott Caithness F.D. Hegner Peter Williams Granted as compensation Number Converted Number Expired Number Balance at end of year Number - - - - - - - - - - (200,000) - - - 200,000 - Additional Information for Consideration of Shareholder Wealth This table summarises the earnings of the Group and other factors that are considered to affect shareholder wealth. Loss after income tax attributable to shareholders ($) Share price at financial year end ($) Movement in share price for the year ($) Total dividends declared (cents per share) Basic loss per share (cents per share) END OF REMUNERATION REPORT 2022 2021 2020 2019 2018 (10,522,684) 0.011 (0.031) - (2.63) (2,049,435) 0.042 (0.103) - (0.73) (1,702,261) 0.145 0.101 - (0.92) (4,167,457) 0.044 (0.841) - (3.26) (6,706,218) 0.885 0.42 - (6.15) 28 Alderan Resources Limited DIRECTORS’ REPORT (continued) Indemnification and insurance of Officers The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person who is or has been a director or officer of the Company for any liability caused as such a director or officer and any legal costs incurred by a director or officer in defending an action for any liability caused as such a director or officer. During or since the end of the financial year, no amounts have been paid by the Company in relation to the above indemnities. During the financial year, insurance premiums were paid by the Company to insure against a liability incurred by a person who is or has been a director or officer of the Company. Indemnity and insurance of Auditor The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. 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 2022 Ernest Thomas Eadie Scott Caithness F.D. Hegner Peter Williams No. eligible to attend 8 8 8 8 Proceedings on behalf of the Company No. attended 8 8 8 7 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. Significant Events After the Reporting Date • On 20 July 2022, the Company announced that it had received firm commitments to raise approximately $1.4 million (before costs) at a price of $0.01 per share together with a free attaching option exercisable at $0.016 and expiring 3 years from issue date (Placement). The Company will apply to have the options quoted and tradeable on the ASX. The Placement settled in two Tranches, with Tranche 1 settling on 27 July 2022 through the issue of 106 million shares and Tranche 2 settling on 7 September 2022 through the issue of 31.7 million shares (following shareholder approval received on 2 September 2022). The Company also issued an additional 15 million shares to Directors at a price of $0.01 per share on 7 September 2022 (following shareholder approval received on 2 September 2022). In addition to the Shares issued a total of 76.35 million free attaching options were also issued (exercisable at $0.016 on or before 9 September 2025) as part of the Placement and 34.43 million options (exercisable at $0.016 on or before 9 September 2025) to the lead manager in consideration for services provided under the Placement; 29 Alderan Resources Limited DIRECTORS’ REPORT (continued) • On 6 September 2022, the Company lodged an Option Entitlement Offer Prospectus for the non-renounceable offer of 1 new option for every 2 shares held by eligible shareholders, as at the record date, at an issue price of $0.001 per new option to raise approximately $289,133. The new options are exercisable at $0.016 on or before 9 September 2025 and the Company will apply to have the options quoted and tradeable on the ASX; and • The impact of the Coronavirus (COVID-19) pandemic is ongoing, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. 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. Auditor RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001. This Directors’ Report is signed in accordance with a resolution of the Board of Directors made pursuant to section 298(2)(a) of the Corporations Act 2001 Mr Tom Eadie Chairman Dated this 30th day of September 2022 30 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 2022, 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 2022 MATTHEW BEEVERS 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 PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2022 Alderan Resources Limited Interest income Consulting and administration expenses Depreciation and amortisation expense Employee benefits expense Share based payment expense Finance costs Notes 30 June 2022 30 June 2021 $ $ 3 15 9,692 (658,688) (45,646) (509,099) (307,711) - 6,349 (530,920) (57,567) (292,519) (633,084) (1,816) Capitalised exploration and evaluation expenditure impairment (9,011,232) (539,878) 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/(loss) for the year, net of income tax Total comprehensive loss for the year (10,522,684) (2,049,435) 4 - - (10,522,684) (2,049,435) 808,772 808,772 (889,213) (889,213) (9,713,912) (2,938,648) Loss attributable to members of the Company (9,713,912) (2,938,648) Total comprehensive loss attributable to members the Company for the year (9,713,912) (2,938,648) Basic and diluted loss per share (cents/share) 5 (2.63) (0.73) The accompanying notes form part of these consolidated financial statements. 32 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2022 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 Provisions Total Liabilities Net Assets Equity Issued capital Options reserve Performance rights reserve Foreign currency reserve Accumulated losses Net Equity Note 30 June 2022 30 June 2021 $ $ 6 7 8 9 10 11(a) 11(d) 11(b) 11(c) 254,732 155,820 410,552 179,849 7,642,492 7,822,341 8,232,893 376,312 39,724 416,036 7,816,857 26,651,452 7,457,025 101,420 664,081 791,510 131,603 923,113 209,056 11,587,899 11,796,955 12,720,068 262,888 - 262,888 12,457,180 22,157,574 6,877,314 101,420 (144,691) (27,057,121) (16,534,437) 7,816,857 12,457,180 The accompanying notes form part of these consolidated financial statements. 33 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2022 Alderan Resources Limited Balance at 1 July 2020 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 Balance at 30 June 2021 Balance at 1 July 2021 Loss for the year Other comprehensive loss for the year, net of income tax Total comprehensive loss for the year Note Issued capital $ Options reserve Performance rights reserve Foreign currency reserve $ Accumulated losses Total equity $ $ 19,027,550 6,324,230 101,420 744,522 (14,485,002) 11,712,720 - - - 3,050,024 - - - - 80,000 553,084 - - - - - - (2,049,435) (2,049,435) (889,213) - (889,213) (889,213) (2,049,435) (2,938,648) - - - - 3,050,024 633,084 22,157,574 6,877,314 101,420 (144,691) (16,534,437) 12,457,180 22,157,574 6,877,314 101,420 (144,691) (16,534,437) 12,457,180 - - - - - - - - - - - - - (10,522,684) (10,522,684) 808,772 - 808,772 808,772 (10,522,684) (9,713,912) - - - - 4,493,878 579,711 Contributions of equity, net of transaction costs 11(a) 4,493,878 Share based payments 11(d) - 579,711 Balance at 30 June 2022 26,651,452 7,457,025 101,420 664,081 (27,057,121) 7,816,857 The accompanying notes form part of these consolidated financial statements. 34 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2022 Cash flows from operating activities Payments to suppliers and employees Interest received Interest paid Alderan Resources Limited Note 30 June 2022 $ Restated* 30 June 2021 $ (1,050,000) (1,391,592) 9,657 - 6,972 (1,816) Net cash (used in) operating activities 6 (1,040,343) (1,386,436) Cash flows from investing activities Payments for property, plant and equipment Payments to acquire tenements Payments for exploration and evaluation expenditures Security deposit Advance royalty payment and bond movement Net cash (used in) investing activities Cash flows from financing activities - (275,546) (4,002,636) - - (3,025) (468,693) (2,584,359) - 192,700 (4,278,182) (2,863,377) Proceeds from issue of shares (net of capital raising costs) 11(a) 4,765,878 Proceeds from exercise of options Net cash provided by financing activities - 4,765,878 2,672,869 237,500 2,910,369 Decrease 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 (552,647) (1,339,444) 15,869 791,510 254,732 (2,470) 2,133,424 791,510 * Restated – refer to Note 21 The accompanying notes form part of these consolidated financial statements. 35 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 These consolidated financial statements and notes represent those of Alderan Resources Limited (the Company or parent entity) and Controlled Entities (the Group or consolidated entity). Alderan Resources Limited is a listed public company incorporated and domiciled in Australia. The separate financial statements of the parent entity, Alderan Resources Limited, have not been presented within this financial report as permitted by the Corporations Act 2001. Supplementary information about the parent entity is disclosed in Note 19. The financial statements were authorised for issue on 30th September 2022 by the Directors of the Company. NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards (IFRS). Except for cash flow information, the financial statements have been prepared on an accruals basis. Material accounting policies adopted in preparation of this financial report are presented below and have been consistently applied unless otherwise stated. Historical cost convention The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets at fair value through profit or loss. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within Note 1. New and Amended Accounting Policies adopted by the Group Standards and Interpretations applicable to 30 June 2022 In the year ended 30 June 2022, 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. As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Group. Standards and interpretations in issue not yet effective The directors have also reviewed all of the new and revised standards and interpretations in issue not yet effective for the year ended 30 June 2022. As a result of this review, the directors have determined that there will be no material impact of these standards and interpretations on the Group and, therefore, no change is necessary to Group accounting policies. The principal accounting policies adopted in preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 36 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Going Concern The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. As disclosed in the financial statements, the Group incurred a net loss of $10,522,684 and had net cash outflow from operating activities of $1,040,343 and investing activities of $4,278,182 for the year ended 30 June 2022. As at that date the Group had net current liabilities of $5,484. The ability of the Group to continue as a going concern is primarily dependent on securing additional funding though the issue of additional equity securities. 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 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 after consideration of the following factors: a) The Directors believe that future funding will be available to meet the Group’s objectives and debts as and when they fall due, including through engaging with parties interested in joint venture arrangements and/or raising additional capital through equity placements to existing or new investors. The Group has a demonstrated history of success in this regard including having raised $1.55 million subsequent to the year end (refer to Note 13) with the Directors being confident in the ability to continue to raise additional funds on a timely basis, as and when required; and b) The Group has the capacity, if necessary, to reduce its operating cost structure in order to reduce its working capital requirements. 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 statements do not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the consolidated entity does not continue as a going concern. a) Principles of Consolidation The consolidated financial statements incorporate all of the assets, liabilities and results of the parent (Alderan Resources Limited) and all of the subsidiaries (including any structured entities). Subsidiaries are entities the parent controls. The parent controls an entity when it 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 over the entity. A list of controlled entities is contained in Note 16. The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group. Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the non- controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of profit or loss and other comprehensive income. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the Group. Losses incurred by the Group are attributed to the non-controlling interest in full, even if that results in a deficit balance. Where 37 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. When the Group changes the proportion of ownership of a non-controlling interest, the difference between the fair value of the consideration paid or received and the adjustment to the balance of the non-controlling interest, is recognised in equity as an adjustment to retained earnings. Such an adjustment to retained earnings does not meet definitions of profit and loss, or other comprehensive income, so is not disclosed in the statement of profit or loss and other comprehensive income. Consideration paid or received for a non-controlling interest is valued as at the transaction date, not as at an earlier authorisation or contract date, because it does not meet the definition of a share-based payment. b) Operating Segments Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (CODM). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. c) 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 current when: it is expected to be realised or intended to be sold or consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within twelve 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 twelve months after the reporting period. All other assets are classified as non-current. A liability is current when: it is expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within twelve months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. d) Cash and Cash Equivalents Cash on hand and in banks and short-term deposits are stated at nominal value. For the purpose of the consolidated statement of cash flows, cash includes cash on hand and in banks, and money market investments readily convertible to cash within 90 days, net of outstanding bank overdrafts. e) Foreign Currency Translation The consolidated financial statements are presented in Australian dollars (AUD), which is also the functional currency of the parent company. Foreign currency transactions are translated into the functional currency of the parent company, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items at year end exchange rates are recognised in profit or loss. Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction (not retranslated). Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined. In the Group's financial statements, all assets, liabilities and transactions of group entities with a functional currency other than AUD (the Group's presentation currency) are translated into AUD upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting period. On consolidation, assets and liabilities have been translated into AUD at the closing rate at the reporting date. Income and expenses have been translated into the Group's presentation currency at the average rate over the reporting period. Exchange differences are charged/credited to other comprehensive income and recognised in the currency translation reserve in equity. On disposal of a foreign operation the cumulative translation differences recognised in equity are reclassified to profit or loss and recognised as part of the gain or loss on disposal. Goodwill and fair value adjustments 38 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into AUD at the closing rate. f) Financial Instruments Financial assets are measured at amortised cost if they are held within a business model whose objective is to hold assets in order to collect contractual cash flows which arise on specified dates and are solely principal and interest. All other financial instrument assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive income. Financial assets may be impaired based on an expected credit loss model to recognise an allowance. Such impairment is measured with a 12-month expected credit loss model unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime expected credit loss model is adopted For financial liabilities, the portion of the change in fair value that relates to the Group’s credit risk is presented in other comprehensive income. Hedge accounting requirements align the accounting treatment with the Group’s risk management activities. The Group does not currently have any impaired financial assets, financial liabilities with changes in fair value due to credit risk presented in other comprehensive income, or financial instruments requiring hedge accounting. g) Trade and Other Payables Trade payables and other accounts are recognised when the Group becomes obliged to make future payments resulting from the purchase of goods and services. h) Trade and Other Receivables Trade and other receivable are amounts due from related parties and other receivables represent the principal amounts due at balance date plus accrued interest less, where applicable, any unearned income and provision for expected credit loss. i) Income Tax The income tax expense or revenue for the year is the tax payable on the current year’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary difference at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probably that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the difference will not reverse in the foreseeable future. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. 39 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) j) Plant and Equipment Plant and equipment has been stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a diminishing value basis to write off the net cost of each item of plant and equipment over their expected useful lives as follows: Office equipment Motor vehicles Exploration equipment 3-5 years 7 years 3-5 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits. k) Exploration and Evaluation Expenditure For each area of interest, expenditure incurred in the exploration for, and evaluation of, mineral resources are either expensed as incurred or capitalised and recognised as an exploration and evaluation asset. Exploration, evaluation and development expenditure capitalised are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. l) Leases The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred. m) Revenue and Other Income Revenue from contracts with customers is recognised based on the transfer of promised goods or services to customers with an amount that reflects the consideration to which the Group expects to be entitled to in exchange for those goods or services. Other revenue is recognised when it is probable that the economic benefit will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Research and development tax offset income is recognised when it is received or when the right to receive payment is established. Revenue is measured at the fair value of the consideration received or receivable. Interest income is recognised using the effective interest rate methods, which, for floating rate financial assets, is the rate inherent in the instrument. All revenue is stated net of goods and services tax. 40 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) n) Goods and Services Tax (GST) and other similar taxes Revenues, expenses and assets are recognised net of the amount of GST, except: – where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of any asset or as part of an item of expense; or – for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. o) Impairment of Assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation 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. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which they are separately identifiable cash flows (cash generating units). p) Employee Benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Defined contribution superannuation expense Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred. Share-based payments Equity-settled and cash-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. 41 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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 consolidated entity or employee, 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 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. q) 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. r) 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. 42 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) s) New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2022. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations. t) Critical Accounting Estimates and Assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Capitalised Exploration and Evaluation Expenditure 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. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made. Share based payment transactions The Group 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 Trinomial or the 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. 43 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 2: SEGMENT REPORTING AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Directors in order to allocate resources to the segment and to assess its performance. Information regarding these segments is presented below. The accounting policies of the reportable segments are the same as the Group’s accounting policies. The following tables are an analysis of the Group’s revenue and results by reportable segment provided to the Directors for the years ended 30 June 2022 and 30 June 2021. 30 June 2022 Segment income Impairment Segment result Segment assets Total assets includes: Continuing Operations United States of America $ 9 9 Australia $ 9,683 9,683 9,011,232 - (9,356,320) (1,166,364) 8,109,592 123,301 Acquisition of non-current assets 4,262,369 - Segment liabilities 229,936 186,100 30 June 2021 Segment income Impairment Segment result Segment assets Total assets includes: Continuing Operations United States of America $ - - Australia $ 6,349 6,349 539,878 - (795,601) (1,253,834) 11,393,459 1,326,609 Acquisition of non-current assets 3,101,856 - Segment liabilities 134,266 128,622 Unallocated items $ Consolidated $ - - - - - - - 9,692 9,692 9,011,232 (10,522,684) 8,232,893 4,262,369 416,036 Unallocated items $ Consolidated $ - - - - - - - 6,349 6,349 539,878 (2,049,435) 12,720,068 3,101,856 262,888 44 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 3: EXPENSES Alderan Resources Limited Consulting and administration expense Accountancy fees ASX fees Rent Administration and consultancy fees Insurance Legal fees Exploration project related costs and others Promotion and investor relations Travel expenses NOTE 4: INCOME TAX (a) Income tax benefit (b) Numerical reconciliation between tax-benefit and pre-tax net loss Accounting (loss) before income tax Income tax benefit using the Company’s domestic tax rate of 25% (2021: 27.5%) Non-deductible items Deductible items Unrecognised deferred tax asset attributable to tax losses and temporary differences Income tax attributable to entity (c) Unrecognised deferred tax Tax losses for which no deferred tax asset has been recognised Losses available for offset against future taxable income Total Potential tax benefits at 25% (2021: 27.5%) 30 June 2022 $ 30 June 2021 $ 40,037 36,231 18,894 369,678 41,811 24,877 - 79,548 47,612 658,688 49,035 36,910 13,487 236,064 56,066 37,033 60,842 33,000 8,483 530,920 - - (10,522,684) (2,049,435) (2,630,671) 2,329,736 (1,172,246) (563,595) 26,425 - 1,473,181 537,170 - - (13,737,210) (13,737,210) (7,844,487) (7,844,487) (3,434,303) (2,157,234) 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. 45 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 5: LOSS PER SHARE Basic and diluted loss per share Alderan Resources Limited 30 June 2022 30 June 2021 Cents per share Cents per share (2.63) (0.73) Losses used in the calculation of basic and diluted loss per share is as follows: $ $ Loss for the year Loss from continuing operations (10,522,684) (2,049,435) (10,522,684) (2,049,435) 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 and diluted loss per share 400,166,097 281,973,928 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 30 June 2022 $ 254,732 254,732 Restated* 30 June 2021 $ 791,510 791,510 Reconciliation of loss after tax to net cash outflow from operating activities: Loss for the year (10,522,684) (2,049,435) Adjustment for non-cash income and expense items Depreciation and amortisation Share-based payment expense Impairment of capitalised exploration and evaluation expenditure Foreign exchange gain/loss Change in assets and liabilities Trade and other receivables Provisions Trade and other payables Net cash used in operating activities * Restated – refer to Note 21 45,647 307,711 9,011,232 (16,975) 57,567 633,084 539,878 - (15,462) 38,595 111,593 16,794 - (584,324) (1,040,343) (1,386,436) 46 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 7: TRADE AND OTHER RECEIVABLES Alderan Resources Limited Bonds GST receivable Sundry debtors Prepayment Security deposit NOTE 8: PLANT AND EQUIPMENT Balance at 1 July 2020 Additions Depreciation Exchange differences Balance at 1 July 2021 Additions Depreciation Exchange differences Balance at 30 June 2022 Cost Accumulated depreciation Office Equipment $ Motor Vehicle $ 3,441 3,025 (1,032) (295) 5,139 - (1,605) 183 3,717 72,857 - (9,566) (6,283) 57,008 - (8,435) 4,753 53,326 NOTE 9: EXPLORATION AND EVALUATION EXPENDITURE Carrying value at the beginning of the year Expenditure incurred during the year Impairment expense (i) Exchange differences 30 June 2022 $ 104,660 17,121 22 23,755 10,262 155,820 Exploration Equipment $ 212,036 - (46,969) (18,158) 146,909 - (35,606) 11,503 122,806 30 June 2022 $ 611,380 (431,531) 179,849 30 June 2022 $ 11,587,899 4,262,369 (9,011,232) 803,456 30 June 2021 $ 95,903 11,231 73 14,470 9,926 131,603 Total $ 288,334 3,025 (57,567) (24,736) 209,056 - (45,646) 16,439 179,849 30 June 2021 $ 560,616 (351,560) 209,056 30 June 2021 $ 9,417,490 3,098,831 (539,878) (388,544) Carrying value at the end of the year 7,642,492 11,587,899 (i) During the financial year ended 30 June 2022, the Company impaired an amount of $9,011,232 of exploration and evaluation expenditure. This related to historical exploration and evaluation expenditure incurred on areas where the Company is no longer pursuing active exploration activities. 47 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 10: TRADE AND OTHER PAYABLES Trade creditors Accruals and other payables Kennecott JV royalty payment NOTE 11: EQUITY Alderan Resources Limited 30 June 2022 $ 148,474 82,679 145,159 376,312 30 June 2021 $ 14,540 115,334 133,014 262,888 a) Ordinary shares Year to 30 June 2022 Year to 30 June 2021 No. $ No. $ Fully paid ordinary shares 425,566,080 26,651,452 297,941,092 22,157,574 Movements in Ordinary Shares Balance at 1 July 2020 Shares issued for services (i) Shares issued on exercise of Options (ii) Shares issued under a Placement (iii) Shares issued on exercise of Options (iv) Less: share issue costs Balance at 1 July 2021 Issue of Placement Shares – Tranche 1 (v) Issue of Placement Shares – Tranche 2 (vi) Issue of Placement Shares – Directors (vii) Less: share issue costs Balance at 30 June 2022 259,438,641 19,027,550 500,000 1,875,000 80,000 187,500 35,294,118 3,000,000 833,333 50,000 - (187,476) 297,941,092 22,157,574 44,116,163 80,883,825 2,625,000 - 1,764,647 3,235,338 105,000 (611,107) 425,566,080 26,651,452 48 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 11: EQUITY (CONTINUED) Alderan Resources Limited i. ii. iii. iv. v. vi. vii. 500,000 fully paid ordinary shares issued as consideration for services provided for investor relations. The deeded issue price was $0.16, being the share price on date of issue, 30 July 2020. 1,875,000 fully paid ordinary shares issued following exercise of 1,875,000 unquoted options with an exercise price of $0.10 and an expiry date of 7 August 2022. 35,294,118 fully paid ordinary shares issued under a Placement to professional and sophisticated investors in December 2020 at an issue price of $0.085 per share. 833,333 fully paid ordinary shares issued following exercise of 833,333 unquoted options with an exercise price of $0.06 and an expiry date of 19 July 2022. 44,116,163 fully paid ordinary shares issued under a Placement (Tranche 1) to professional and sophisticated investors on 6 August 2021 at an issue price of $0.04 per share. 80,883,825 fully paid ordinary shares issued under a Placement (Tranche 2) to professional and sophisticated investors on 1 October 2021, following shareholder approval, at an issue price of $0.04 per share. 2,625,000 fully paid ordinary shares issued to Directors on 1 October 2021, following shareholder approval, at an issue price of $0.04 per share. 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. 49 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 11: EQUITY (CONTINUED) Alderan Resources Limited b) Performance rights reserve Year to 30 June 2022 Year to 30 June 2021 No. $ No. $ Fully paid Balance at beginning of year 400,000 101,420 Expiry of Class A and B Performance Rights (200,000) - Balance at end of year 200,000 101,420 600,000 (200,000) 400,000 101,420 - 101,420 The performance rights on issue as at 30 June 2022 are as follows: Class C Number 200,000 Expiry Date 24 August 2022 Vesting Conditions 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. The conditions for conversion of the remaining performance rights (Class C) into fully paid ordinary shares were not met by 30 June 2022 however on 24 August 2022 the Class C Performance Rights expired without the conditions for conversion being met. The Group measured the fair value of the performance rights issued at the grant date by using the Monte-Carlo pricing model with the following inputs. Class Grant Date Expiry Date Spot Price A B C 24 Aug-18 24 Aug-18 24 Aug-18 24 Aug-20 24 Aug-21 24 Aug-22 $0.34 $0.34 $0.34 Vesting Hurdle (120 days) $1.00 $1.50 $2.00 Fair value Expected Volatility Dividend Yield Interest Rate $0.15 $0.17 $0.19 100% 100% 100% 0% 0% 0% 1.98% 2.03% 2.21% c) Foreign Currency Reserves Balance at beginning of year Movement during the year Balance at the end of the year 30 June 2022 $ (144,691) 808,772 664,081 30 June 2021 $ 744,522 (889,213) (144,691) 50 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 11: EQUITY (CONTINUED) d) Options Options 91,307,292 7,457,025 76,732,292 6,877,314 30 June 2022 30 June 2021 No. $ No. $ Movements in Options Balance at 1 July 2020 Exercise of Options (i) Issue of Employee Options under ESIP (ii) Exercise of Options (iii) Expiry of Options (iv) Issue of Options to Managing Director (v) Expiry of Options (vi) Balance at 1 July 2021 Options issued to Brokers (vii) Expense for Employee Options issued (viii) Expense for MD Options issued (viii) Expiry of Options (ix) Balance at 30 June 2022 71,425,625 6,324,230 (1,875,000) 7,000,000 (833,333) (8,715,000) 10,000,000 (270,000) - 527,002 - - 26,082 - 76,732,292 6,877,314 20,000,000 - - (5,425,000) 272,000 53,794 253,917 - 91,307,292 7,457,025 The weighted average exercise price of options outstanding at the end of the financial year was $0.12 (2021: $0.13). The weighted average remaining contractual life of options outstanding at the end of the financial year was 0.94 years (2021: 1.50 years). 51 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 11: EQUITY (CONTINUED) (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) On 30 July 2020, 1,875,000 unquoted options with an exercise price of $0.10 and an expiry of 7 August 2022 were exercised. On 3 August 2020, 7,000,000 unquoted options were issued as follows: a. 3,500,000 unquoted options to employees under the Company’s Long Term Incentive Plan vesting after 12 months continuous service exercisable at $0.195 on or before 3 August 2023 (Tranche A); and b. 3,500,000 unquoted options to employees under the Company’s Long Term Incentive Plan vesting after 12 months continuous service exercisable at $0.225 on or before 3 August 2023 (Tranche B). On 22 December 2020, 833,333 unquoted options with an exercise price of $0.06 and an expiry of 19 July 2022 were exercised by Managing Director, Peter Williams; On 22 February 2021 a total of 8,715,000 unquoted options (with various exercise prices) expired without being exercised; On 27 May 2021, 10,000,000 unquoted options were issued to Managing Director, Scott Caithness, as follows: a. 5,000,000 unquoted options, vesting after 12 months continuous service, exercisable at $0.11 on or before 27 May 2024 (Tranche A); and b. 5,000,000 unquoted options, vesting after 12 months continuous service, exercisable at $0.15 on or before 27 May 2024 (Tranche A); and On 28 June 2021 a total of 270,000 unquoted options (with various exercise prices) expired without being exercised. On 1 October 2021, 20,000,000 unquoted options were issued to Brokers who assisted with the Placement, as follows: a. 10,000,000 unquoted options exercisable at $0.11 on or before 1 October 2024 (Tranche A); and b. 10,000,000 unquoted options exercisable at $0.15 on or before 1 October 2024 (Tranche B), In prior periods, unquoted options have been issued to Employees and the Managing Director (MD). The fair value of these unquoted options was determined at the grant date and expensed over the vesting period. The amounts above relate to the portion of the expense to be recorded at 30 June 2022. During the financial year ended 30 June 2022 a total of 5,425,000 unquoted options (with various exercise prices) expired without being exercised. Number Grant date Expiry date 10,000,000 1-10-21 1-10-24 10,000,000 1-10-21 1-10-24 3,500,000 24-7-20 3,500,000 24-7-20 3-8-23 3-8-23 5,000,000 27-5-21 27-5-24 5,000,000 27-5-21 27-5-24 Broker (A) Broker (B) ESIP (A) ESIP (B) MD (A) MD (B) Exercise Price $ 0.110 0.150 0.195 0.225 0.110 0.150 Fair value at grant date Vesting date Recognised as expense at 30-Jun-22 $ 146,000 126,000 297,500 280,000 150,000 130,000 1-10-21 1-10-21 3-8-21 3-8-21 27-5-22 27-5-22 $ 146,000 126,000 27,712 26,082 136,027 117,890 52 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 11: EQUITY (CONTINUED) The Group has measured the fair value of the options issued during the year and in prior years by using the Trinomial or the Black-Scholes model with the following inputs. Grant Date Expiry Date Broker (A) Broker (B) ESIP (A) ESIP (B) MD (A) MD (B) 1-Oct-21 1-Oct-21 24-Jul-20 24-Jul-20 27-May-21 27-May-21 1-Oct-24 1-Oct-24 3-Aug-23 3-Aug-23 27-May-24 27-May-24 NOTE 12: CONTINGENT LIABILITIES Vesting Date 1-Oct-21 1-Oct-21 3-Aug-21 3-Aug-21 27-May-22 27-May-22 Share price at Grant Date $0.04 $0.04 $0.15 $0.15 $0.06 $0.06 Exercise Price 0.110 0.150 $0.225 $0.195 $0.110 $0.150 Expected Volatility Dividend Yield Interest Rate 100% 100% 100% 100% 100% 100% 0% 0% 0% 0% 0% 0% 0.58% 0.58% 0.27% 0.27% 0.09% 0.09% On 11 February 2021, the Company announced it had completed some strategic land deals whereby the Company executed Option Agreements. If the Company decides to exercise the various Option Agreements, additional liabilities will be incurred, as follows: Option Agreement with Drum Mountain Mineral Properties LLC (DMMP): 55% interest for $3 million in exploration expenditure over 3 years; • • Upon Volantis (100% owned Alderan subsidiary) completing expenditures to earn 55%, DMMP will have a one-time option to contribute at 45%. If the option is not exercised, Volantis may earn 70%; 70% interest for an additional $2 million over 5 years; and 1% Net Smelter Royalty (NSR) if a party’s interest is reduced to less than 10%. • • Option Agreement with Hartshorn Claim Group: • Annual payments from acquisition date of $15,000, $15,000 and $30,000; and • Purchase price $200,000 in 3 years plus a 2% NSR (with 1% purchasable for $200,000). On 30 September 2021, the Company announced it’s 100% owned subsidiary, Valyrian Resources Corp, had executed an Option Agreement with North Exploration LLC to purchase 10 State of Utah mining claims totalling 210 acres located in Millard County, Utah. If the Company decides to exercise the Option Agreement, additional liabilities will be incurred, as follows: First Anniversary: US$15,000, plus SITLA, BLM and county fees; Second Anniversary: US$25,000 plus SITLA, BLM and county fees; Third Anniversary: Purchase for US$450,000; • • • • Option can be terminated at any time by the Company; and • 2% Net Smelter Return Royalty, with the option to purchase 1% for US$450,000 Under the Option Agreement, an annual work commitment of US$20,000, US$40,000 and US$60,000 for the first three years respectively is also required. On 3 June 2022, the Company announced is had renegotiated the Option Agreement over four leases held by George Miller and Ron Myers. The original Option Agreement was announced on 11 February 2021. If the Company decides to exercise the Option Agreement, additional liabilities will be incurred, as follows: • Annual non-refundable payments from acquisition date of $50,000, $70,000 and $172,800; and • Option can be terminated at any time by the Company. There were no other contingent liabilities as of 30 June 2022. 53 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 13: SIGNIFICANT EVENTS AFTER THE REPORTING DATE • On 20 July 2022, the Company announced that it had received firm commitments to raise approximately $1.4 million (before costs) at a price of $0.01 per share together with a free attaching option exercisable at $0.016 and expiring 3 years from issue date (Placement). The Company will apply to have the options quoted and tradeable on the ASX. The Placement settled in two Tranches, with Tranche 1 settling on 27 July 2022 through the issue of 106 million shares and Tranche 2 settling on 7 September 2022 through the issue of 31.7 million shares (following shareholder approval received on 2 September 2022). The Company also issued an additional 15 million shares to Directors at a price of $0.01 per share on 7 September 2022 (following shareholder approval received on 2 September 2022). In addition to the Shares issued a total of 76.35 million free attaching options were also issued (exercisable at $0.016 on or before 9 September 2025) as part of the Placement and 34.43 million options (exercisable at $0.016 on or before 9 September 2025) to the lead manager in consideration for services provided under the Placement; • On 6 September 2022, the Company lodged an Option Entitlement Offer Prospectus for the non-renounceable offer of 1 new option for every 2 shares held by eligible shareholders, as at the record date, at an issue price of $0.001 per new option to raise approximately $289,133. The new options are exercisable at $0.016 on or before 9 September 2025 and the Company will apply to have the options quoted and tradeable on the ASX; and • The impact of the Coronavirus (COVID-19) pandemic is ongoing, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. 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 2022 (2021: nil). NOTE 15: SHARE-BASED PAYMENTS From time to time, the Company provides Unquoted Options to officers, employees, consultants and other key advisors as part of remuneration and incentive arrangements. The number of options granted, and the terms of the options granted are determined by the Board. Shareholder approval is sought where required. During the past two years, the following equity-settled share-based payments have been recognised: Expense arising from option-settled share-based payment transactions Expense arising from share-settled share-based payment transactions Net share-based payment expense recognised in the profit or loss 30 June 2022 $ 307,711 - 307,711 30 June 2021 $ 553,084 80,000 633,084 The share-based payment expense consists of expensing a proportion of unquoted options which we issued during the year and are being recognised as an expense on a straight-line basis over the vesting period. Options have been valued by the Company using either the Trinomial or the Black-Scholes model based on the inputs shown at Note 11 (d). In addition to the above, share-based payments totalling $272,000 were recognised as equity raising costs during the year. 54 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 16: RELATED PARTY TRANSACTIONS a) Key management personnel Short-term employee benefits Post-employment benefits Share-based payments - options Alderan Resources Limited 30 June 2022 $ 697,395 31,193 253,917 982,505 30 June 2021 $ 509,780 14,810 26,083 550,673 Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates. b) Related party transactions During the financial year ended 30 June 2022, the Company paid an amount of $39,530.79 to Portable PPB Pty Ltd for the use of geological tools. Portable PPB Pty Ltd is a related party of Non-Executive Director, Peter Williams. There were no other balances owed from/to key management personnel and or companies associated with the shareholders and Directors (2021: $6,717.20) c) 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 2022 30 June 2021 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. 55 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 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 Group'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 30 June 2022 $ 254,732 17,143 271,875 376,312 376,312 30 June 2021 $ 791,510 11,304 802,814 262,888 262,888 56 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 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 2022 $ 254,732 17,143 271,875 30 June 2021 $ 791,510 11,304 802,814 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. 57 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 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 30 June 2022 $ 254,732 254,732 30 June 2021 $ 791,510 791,510 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 2021. 30 June 2022 - Profit or loss 30 June 2021 - Profit or loss 100bp Increase 100bp Decrease 100bp Increase 100bp Decrease 2,547 (2,547) 7,915 (7,915) 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 2022 Financial Liabilities Trade and other payables Total 30 June 2021 Financial Liabilities Trade and other payables Total ≤6 Months $ 6-12 Months $ 1-5 Years $ ≥5 Years $ Total $ 376,312 376,312 - - - - - - 376,312 376,312 ≤6 Months $ 6-12 Months $ 1-5 Years $ ≥5 Years $ Total $ 262,888 262,888 - - - - - - 262,888 262,888 58 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 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 financial assets and financial liabilities as at the reporting date expressed in Australian dollars are as follows: Assets Liabilities 30 June 2022 $ 30 June 2021 $ 30 June 2022 $ 30 June 2021 $ US dollar denominated balances 289,025 277,263 207,724 197,734 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. The Company had net assets denominated in foreign currencies of $83,301 (assets of $289,025 less liabilities of $207,724) as at 30 June 2022 (2021: $79,529 (assets of $277,263 less liabilities of $197,734). 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 $833 (2021: $795); and net assets will increase/decrease by $833 (2021: $795). 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: COMMITMENTS 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 2022 $ 30 June 2021 $ 170,547 1,205,143 - - 170,547 1,205,143 Where the commitments are due in US Dollars, the Company has used the spot rate on 30 June 2022 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. 59 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 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 Alderan Resources Limited 30 June 2022 $ 30 June 2021 $ (9,713,912) (7,484,714) (9,713,912) (7,484,714) 8,002,956 12,522,333 (186,099) (65,153) 7,816,857 12,457,180 26,651,452 22,157,574 7,558,445 6,978,734 (26,393,040) (16,679,128) 7,816,857 12,457,180 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 2022 and 30 June 2021. Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2022 and 30 June 2021. Capital commitments There are no commitments which 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 ‘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. 30 June 2022 $ 30 June 2021 $ Audit or review of the financial statements 37,500 41,000 60 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022 NOTE 21: RESTATEMENT OF COMPARATIVES Alderan Resources Limited To achieve greater consistency with industry practice, cash outflows associated with exploration and evaluation expenditure are now included as cash flows from investing activities. As a result of this cash outflows from operating activities in FY 2021 have decreased from $3,970,795 to $1,386,436 by $2,584,359 and cash outflows from investing activities have increased from $279,018 to $2,863,377 by $2,584,359. No other amounts or statements are affected by this change. 61 DIRECTORS’ DECLARATION In the opinion of the Directors: Alderan Resources Limited 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 2022 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 Tom Eadie Chairman Dated this 30th day of September 2022 62 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 2022, the consolidated statement of profit or loss and other 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 2022 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 in the financial report, which indicates that the Group incurred a loss of $10,522,684 and had net cash outflows from operating activities of $1,040,343 and from investing activities of $4,278,182 for the year ended 30 June 2022. As at that date, the Group had net current liabilities of $5,484. 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 of our report, 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 statements The Group has capitalised exploration and evaluation expenditure with a carrying value of $7,642,492 as at 30 June 2022. 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 existence of an economically recoverable mineral reserve may be assessed; and • Assessing whether any indicators of impairment are present, and if so, judgments applied to determine and quantify any impairment loss. Our audit procedures included: • Assessed the Group’s accounting policy for compliance with Australian Accounting Standards; • For a sample of Mining claims held by the Group, to supporting right of tenure agreeing this documentation; • Testing a sample of additions that to supporting documentation and the amounts testing capitalised are in compliance with the Group’s accounting policy and relate to the relevant areas of interest; • Assessing evaluating management’s assessment of whether indicators of impairment existed as at 30 June 2022; and • Evaluating management’s assessment of the impairment of capitalised exploration and evaluation expenditure and the impairment charge that was recorded during the year; the accuracy of testing • Assessing management’s determination that exploration and evaluation activities have not yet reached a stage where the existence or otherwise of economically recoverable reserves may be reasonably determined; • Enquiring with management and reading budgets and other supporting documentation as evidence that active and significant operations in, or relation to, the area of interest will be continued in the future; and • Assessing the disclosures in the financial statements. 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 2022 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: https://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 2022. In our opinion, the Remuneration Report of Alderan Resources Limited, for the year ended 30 June 2022, 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 2022 MATTHEW BEEVERS 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. In determining what those policies and procedures should involve the Company has turned to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition). Unless disclosed below, all the principles and recommendations of the ASX Corporate Governance Council have been applied for the entire financial year ended 30 June 2022 (Reporting Period). Alderan Resources Limited PRINCIPLES AND RECOMMENDATIONS (Summary) LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT COMPLIES COMMENT No. 1. 1.1 Yes A listed entity should have and disclose a board charter setting out: (a) The respective roles and responsibilities of its board and management; and (b) Those matters expressly reserved to the board and those delegated to management. 1.2 A listed entity should: (a) undertake appropriate checks before Yes 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. A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. 1.3 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. 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. 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. 67 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: (a) Have and disclose a diversity policy; (b) Through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) Disclose in relation to each reporting period: 1. 2. the measurable objectives set for that period to achieve gender diversity; the entity’s progress towards achieving those objectives; and 3. either: A. the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or B. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender 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. The Company was not in the S&P / ASX 300 Index at the commencement of the reporting period. 68 1.6 diversity in the composition of its board should be 30% of its directors of each gender within a specified period. A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) Disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. Alderan Resources Limited Yes The Board reviews 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). During the reporting period, the Board collectively assessed their respective roles and contributions to the Company and determined they were appropriate. 1.7 A listed entity should: Yes The Board constantly assesses the performance of the Managing Director, the Company Secretary and other Key Management Personnel during the course of the year. (a) Have and disclose a process for periodically evaluating the performance of its senior executives; and (b) Disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. 2. 2.1 STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE No The board of a listed entity should: (a) Have a nomination committee which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director; and disclose: 3) 4) the charter of the committee; the members of the committee; and 5) as at the end of each reporting period, the number of times the committee 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. The Company’s Nomination Committee Charter and Remuneration Committee Charter are available on the Company’s website. 69 met throughout the period, and the individual attendances of the members at those meetings; or (b) If it does not have a nomination committee, disclose the fact and the processes it employs to address board succession issues and to ensure the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. 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. A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) If a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of 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 (c) the length of service for each director A majority of the board of a listed entity should be independent directors 2.2 2.3 2.4 2.5 The chair of the board of a listed entity should be an independent director and, in particular, No Alderan Resources Limited No Yes 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. Details of the Directors and their independence status as at 30 June 2022 as follows: No - - - - Tom Eadie, Non-executive Chairman – Not independent Scott Caithness, Managing Director – Not independent Bruno Hegner, Executive Director - Not independent Peter Williams, Non-Executive Director – Not independent The independence of each Director has been determined in taking into account the relevant factors suggested in The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council (Recommendations) (Independence Factors). The length of service for each director is disclosed in this Annual Report. As disclosed in the response to Recommendation 2.3 above, none 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. Mr Eadie is the Chairman and is not considered to be independent by virtue of him acting in the capacity of an Executive Chairman between 11 February 2019 and 1 September 2019. 70 should not be the same person as the CEO of the entity A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. Yes Upon appointment to the Board new Directors are provided with Company policies and procedures and are provided an opportunity to discuss the Company's operations with senior management and the Board. The Company encourages its directors to participate in professional development opportunities presented to the Company and provides appropriate industry information to its Board members on a regular basis. Alderan Resources Limited INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY A listed entity should articulate and disclose its values. Yes The Board has adopted a Board Charter, Securities Trading Policy, Whistleblower Policy, Continuous Disclosure Policy and Shareholder Communication Policy which detail frameworks for acceptable corporate behaviour. 2.6 3. 3.1 3.2 A listed entity should: (a) Have and disclose a code of conduct for its directors, senior executives and employees; and (b) Ensure that the board or a committee of the board is informed of any material breaches of that code. 3.3 A listed entity should: (a) Have and disclose a whistleblower policy; and (b) Ensure that the board or a committee of the board is informed of any material incidents reported under that policy. Yes Yes These are available at the Company’s website. 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. The Company’s Whistleblower Policy is available at the Company’s website. It is a requirement of the Board that it is informed of any material breaches, none of which occurred during the reporting period. 3.4 A listed entity should: No The Company has not yet adopted an anti-bribery and corruption policy; however the Company will look to implement an appropriate policy in the near term. (a) Have and disclose an anti-bribery and corruption policy; and 71 Alderan Resources Limited No 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. The Directors require that management report regularly on all financial and commercial aspects of the Company to ensure that they are familiar with all aspects of corporate reporting and believe this to mitigate the risk of not having an independent committee. (b) Ensure that the board or a committee of the board is informed of any material breaches of that policy. SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS The board of a listed entity should: (a) Have an audit committee which: 4. 4.1 1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and 2) is chaired by an independent director, who is not the chair of the board; and disclose: 3) 4) the charter of the committee; the relevant qualifications and experience of the members of the committee; and 5) as at the end of each reporting period, the number of times the committee met throughout the period, and the individual attendances of the members at those meetings; or (b) If it does not have an audit committee, disclose the 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. 72 4.2 4.3 5. 5.1 5.2 5.3 6. 6.1 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 records of the entity have been properly 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 controls which is operating effectively. A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. MAKE TIMELY AND BALANCED DISCLOSURE A listed entity should have a written policy for complying with its continuous disclosure obligations under Listing Rule 3.1. A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation RESPECTS THE RIGHTS OF SECURITY HOLDERS A listed entity should provide information about itself and its governance to investors via its website. Yes The Board receives a section 295A declaration from the equivalent of the CEO and CFO for each quarterly, half yearly and full year report in advance of approval of these reports. Alderan Resources Limited Yes Yes Yes As well as receiving management accounts and financial updates at each Board meeting, the Board receives a section 295A declaration from the equivalent of the CEO and CFO for each quarterly in advance of approval of these reports. 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. The Board approves all material market announcements made by the Company prior to release to the ASX and is notified once release has occurred. Yes The Company complies with this recommendation. 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. 73 6.2 6.3 6.4 7. 7.1 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by poll rather than by a show of hands. RECOGNISE AND MANAGE RISK The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director; and disclose: 3) 4) the charter of the committee; the members of the committee; and 5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings: or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. Alderan Resources Limited Yes Yes Yes No 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 puts all resolutions that are subject to the Listing Rules to a poll. Further the Chair has regard for the results of the proxy voting when deciding if a non-Listing Rule resolution should be put to a poll instead of by show of hands. The Board has not established a separate risk committee. Given the present size of the company, the Board has decided that the full Board can adequately discharge the functions of a risk committee for the time being. The Board will establish a Risk Committee when the size and complexity of the Company’s operations and management warrant it. In the meantime, the Company’s Audit and Risk Committee Charter includes principles to guide the Board’s oversight of the Company’s risk function. 74 7.2 The board or a committee of the board should: Yes The Board currently reviews its risk management strategy on an annual basis at a minimum at a Board level. The Board considers it to be sound. Alderan Resources Limited (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound, and that the entity is operating with due regard to the risk appetite set by the Board; and (b) disclose, in relation to each reporting period, whether such a review has taken place. 7.3 7.4 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it 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. 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. Yes The Company is not of the size or scale to warrant the cost of an internal audit function. This function is undertaken by the Board as a whole via the regular and consistent reporting in all risk areas. 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. Exploration and evaluation risks Mineral exploration, development and mining activities are high-risk undertakings. There can be no assurance that exploration on these Tenements, or any other claims or leases that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. Title risks 75 Alderan Resources Limited 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, 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 76 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: Alderan Resources Limited risks inherent in resource estimation; a) b) operation and technical risks; c) environmental risks; d) e) contract counterparty risks; and f) competition risks. tenure risks; No 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. 8. 8.1 REMUNERATE FAIRLY AND RESPONSIBLY The board of a listed entity should: (a) have a remuneration committee which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director; and disclose: 3) 4) the charter of the committee; the members of the committee; and 5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) 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 77 Alderan Resources Limited 8.2 8.3 directors and senior executives and ensuring that such remuneration is appropriate and not excessive. A listed entity should separately disclose its policies and practises regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. A listed entity which has an equity-based remuneration scheme should: (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. Yes 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. 78 Alderan Resources Limited Additional Securities Information Class of Shares and Voting Rights The voting rights attached to the Fully Paid Ordinary Shares of the Company are: a) b) at a meeting of members or classes of members each member entitled to vote may vote in person or by proxy or by attorney; and on a show of hands every person present who is a member has one vote, and on a poll every person present in person or by proxy or attorney has one vote for each ordinary share held. Options do not carry any voting rights. Distribution of Shareholders (as at 23 September 2022) Spread of Holdings Number of Holders 1-1,000 1,001-5,000 5,001 - 10,000 10,001 -100,000 Over 100,001 Total 97 142 161 530 362 1,292 Total Units 37,608 471,937 1,355,458 22,301,270 554,099,807 578,266,080 There are 743 holders of unmarketable parcels comprising a total of 10,285,657 ordinary shares. There are currently no shares subject to voluntary escrow. There is no current on-market buy back taking place. Company Secretary Mathew O’Hara Registered Office Suite 23, 513 Hay Street Subiaco WA 6008 Telephone: (08) 6143 6711 Share Registry Automic Registry Services Level 5, 126 Phillip Street Surrey Hills NSW 2000 Substantial Shareholders (based on substantial shareholder notices lodged with ASX) Name Tolga Kumova Number of Shares % 68,283,766 11.81% 79 Twenty Largest Registered Shareholders (as at 23 September 2022) Name 1 GONDWANA INVESTMENT GROUP PTY LTD 2 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 3 MS CHUNYAN NIU 4 INSTANT EXPERT PTY LIMITED

5 MR MARK GERARD HENNESSY & MS SUSAN MARIE GERAGHTY 6 BUPRESTID PTY LTD 7 MR GAVIN JEREMY DUNHILL 8 MR ANTON WASYL MAKARYN & MRS MELANIE FRANCES MAKARYN 9 INSTANT EXPERT PTY LTD 10 BNP PARIBAS NOMINEES PTY LTD 11 YUCAJA PTY LTD 12 SANCOAST PTY LTD 13 SISU INTERNATIONAL PTY LTD 14 INSTANT EXPERT PTY LIMITED

15 JURKOVIC FAMILY SUPERANNUATION FUND NO 1 PTY LTD 16 QUAALUP INVESTMENTS PTY LTD 17 MR BERTRAND LALANNE 18 MR MARAT ABZALOV & MRS SVETLANA ABZALOV 19 CITICORP NOMINEES PTY LIMITED 20 BNP PARIBAS NOMS PTY LTD TOTAL Alderan Resources Limited Number of Shares % 56,620,433 9.79% 41,709,724 7.21% 29,100,001 5.03% 18,333,333 3.17% 16,679,897 2.88% 14,925,000 2.58% 14,000,000 2.42% 12,442,158 2.15% 11,764,706 2.03% 11,516,533 1.99% 10,592,874 1.83% 10,000,000 1.73% 10,000,000 1.73% 10,000,000 1.73% 9,775,000 1.69% 7,338,337 1.27% 7,000,000 1.21% 6,933,333 1.20% 6,215,374 1.07% 6,053,880 1.05% 311,000,583 53.76% 80 Unquoted Securities (as at 23 September 2022) Class Unquoted options exercisable at $0.08 each on or before 30-Jun-23 Unquoted options exercisable at $0.195 each on or before 3-Aug-23 Unquoted options exercisable at $0.225 each on or before 3-Aug-23 Unquoted options exercisable at $0.11 each on or before 27-May-24 Unquoted options exercisable at $0.15 each on or before 27-May-24 Unquoted options exercisable at $0.11 each on or before 01-Oct-24 Unquoted options exercisable at $0.15 each on or before 01-Oct-24 Unquoted options exercisable at $0.016 each on or before 09-Sept-25 Unquoted Securities >20% Holders (as at 23 September 2022) There were no substantial holders of unquote options as at 23 September 2022. Alderan Resources Limited Number 10,000,000 3,500,000 3,500,000 5,000,000 5,000,000 10,000,000 10,000,000 110,775,000 81 Schedule of Tenements Unpatented Mining Claims - Volantis Resources Corp (Held under JV with Kennecott Exploration) Claim Name Serial No. Beaver Co Document No. Alderan Resources Limited 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 CT 5 CT 6 CT 7 CT 8 CT 9 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 426681 426682 426683 426684 426685 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 258652 258653 258654 258655 258656 82 Alderan Resources Limited 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 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 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 426720 426721 426722 426723 426967 426968 426969 426970 426971 426972 426973 426974 426975 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 258691 258692 258693 258694 258845 258846 258847 258848 258849 258850 258851 258852 258853 83 Alderan Resources Limited 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 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 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 434809 434810 434811 434812 434813 434814 434815 434816 434817 434818 434819 434820 434821 434822 434823 434824 434825 434826 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 261077 261078 261079 261080 261081 261082 261083 261084 261085 261086 261087 261088 261089 261090 261091 261092 261093 261094 84 Alderan Resources Limited 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 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 434827 434828 434829 434830 434831 434832 434833 434834 434835 434836 434837 434838 434839 434840 434841 434842 434843 434844 434845 434846 434847 434848 434849 434850 434851 434852 434853 434854 434855 434856 434857 434858 434859 434860 434861 434862 434863 434864 434865 434866 434867 434868 434869 434870 434871 261095 261096 261097 261098 261099 261100 261101 261102 261103 261104 261105 261106 261107 261108 261109 261110 261111 261112 261113 261114 261115 261116 261117 261118 261119 261120 261121 261122 261123 261124 261125 261126 261127 261128 261129 261130 261131 261132 261133 261134 261135 261136 261137 261138 261139 85 Alderan Resources Limited 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 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 434872 434873 434874 434875 434876 434877 428552 428553 428554 428555 428556 428557 428558 428559 428560 428561 428562 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 261140 261141 261142 261143 261144 261145 259870 259871 259872 259873 259874 259875 259876 259877 259878 259879 259880 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 86 Alderan Resources Limited SF 17 SF 18 SF 19 SF 20 SF 21 SF 22 SF 23 SF 24 SF 25 SF 26 SF 27 SF 28 SF 29 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 426451 426452 426453 426454 426455 426456 426457 426458 426459 426460 426461 426463 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 258192 258193 258194 258195 258196 258197 258198 258199 258200 258201 258202 258269 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 87 Alderan Resources Limited SF 62 SF 63 SF 64 SF 65 SF 66 SF 67 SF 69 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 WC 25 WC 26 426497 426498 426499 426500 426501 426502 426503 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 437549 437550 258303 258304 258305 258306 258307 258308 258309 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 264275 264276 88 Alderan Resources Limited 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 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 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 Unpatented Mining Claims - Valyrian Resources Corp Claim Name Serial No. Beaver Co Document No. BR 1 BR 2 BR 3 BR 4 BR 5 BR 6 BR 7 BR 8 BR 9 BR 10 446780 446781 446782 446783 446784 446785 446786 446787 446788 446789 270617 270618 270619 270620 270621 270622 270623 270624 270625 270626 89 Alderan Resources Limited BR 11 BR 12 BR 13 BR 14 BR 15 BR 16 BR 17 BR 18 BR 19 BR 20 BR 21 BR 22 BR 23 BR 24 BR 25 BR 26 BR 27 BR 28 BR 29 BR 30 BR 31 BR 32 BR 33 BR 34 BR 35 BR 36 BR 37 BR 38 BR 39 BR 40 BR 41 BR 42 BR 43 BR 44 BR 45 BR 46 BR 47 BR 48 BR 49 BR 50 BR 51 BR 52 BR 53 BR 54 BR 55 446790 446791 446792 446793 446794 446795 446796 446797 446798 446799 446800 446801 446802 446803 446804 446805 446806 446807 446808 446809 446810 446811 446812 446813 446814 446815 446816 446817 446818 446819 446820 446821 446822 446823 446824 446825 446826 446827 446828 446829 446830 446831 446832 446833 446834 270627 270628 270629 270630 270631 270632 270633 270634 270635 270636 270637 270638 270639 270640 270641 270642 270643 270644 270645 270646 270647 270648 270649 270650 270651 270652 270653 270654 270655 270656 270657 270658 270659 270660 270661 270662 270663 270664 270665 270666 270667 270668 270669 270670 270671 90 Alderan Resources Limited BR 56 BR 57 BR 58 BR 59 BR 60 BR 61 BR 62 BR 63 BR 64 BR 65 BR 66 BR 67 BR 68 BR 69 BR 70 BR 71 BR 72 BR 73 BR 74 BR 75 BR 76 BR 77 BR 78 BR 79 BR 80 BR 81 BR 82 BR 83 BR 84 BR 85 BR 86 BR 87 BR 88 BR 89 BR 90 BR 91 BR 92 BR 93 BR 94 BR 95 BR 96 BR 97 BR 98 BR 99 ND 1 446835 446836 446837 446838 446839 446840 446841 446842 446843 446844 446845 446846 446847 446848 446849 446850 446851 446852 446853 446854 446855 446856 446857 446858 446859 446860 446861 446862 446863 446864 446865 446866 446867 446868 446869 446870 446871 446872 446873 446874 446875 446876 446877 446878 446879 270672 270673 270674 270675 270676 270677 270678 270679 270680 270681 270682 270683 270684 270685 270686 270687 270688 270689 270690 270691 270692 270693 270694 270695 270696 270697 270698 270699 270700 270701 270702 270703 270704 270705 270706 270707 270708 270709 270710 270711 270712 270713 270714 270715 270716 91 Alderan Resources Limited ND 2 ND 3 ND 4 ND 5 ND 6 ND 7 ND 8 ND 9 ND 10 ND 11 ND 12 ND 13 ND 14 ND 15 ND 16 ND 17 ND 18 ND 19 ND 20 ND 21 ND 22 ND 23 ND 24 ND 25 ND 26 ND 27 ND 28 ND 29 ND 30 ND 31 ND 32 ND 33 ND 34 ND 35 ND 36 ND 37 ND 38 ND 39 ND 40 ND 41 ND 42 ND 43 ND 44 ND 45 ND 46 446880 446881 446882 446883 446884 446885 446886 446887 446888 446889 446890 446891 446892 446893 446894 446895 446896 446897 446898 446899 446900 446901 446902 446903 446904 446905 446906 446907 446908 446909 446910 446911 446912 446913 446914 446915 446916 446917 446918 446919 446920 446921 446922 446923 446924 270717 270718 270719 270720 270721 270722 270723 270724 270725 270726 270727 270728 270729 270730 270731 270732 270733 270734 270735 270736 270737 270738 270739 270740 270741 270742 270743 270744 270745 270746 270747 270748 270749 270750 270751 270752 270753 270754 270755 270756 270757 270758 270759 270760 270761 92 Alderan Resources Limited ND 47 ND 48 ND 49 ND 50 ND 51 ND 52 ND 53 ND 54 ND 55 ND 56 ND 57 ND 58 ND 59 ND 60 ND 61 ND 62 ND 63 ND 64 ND 65 ND 66 ND 67 ND 68 ND 69 ND 70 ND 71 ND 72 ND 73 ND 74 ND 75 ND 76 ND 77 ND 78 ND 79 ND 80 ND 81 ND 82 ND 83 ND 84 ND 85 ND 86 ND 87 ND 88 ND 89 LP 1 446925 446926 446927 446928 446929 446930 446931 446932 446933 446934 446935 446936 446937 446938 446939 446940 446941 446942 446943 446944 446945 446946 446947 446948 446949 446950 446951 446952 446953 446954 446955 446956 446957 446958 446959 446960 446961 446962 446963 446964 446965 446966 446967 UMC 447645 270762 270763 270764 270765 270766 270767 270768 270769 270770 270771 270772 270773 270774 270775 270776 270777 270778 270779 270780 270781 270782 270783 270784 270785 270786 270787 270788 270789 270790 270791 270792 270793 270794 270795 270796 270797 270798 270799 270800 270801 270802 270803 270804 272099 93 Alderan Resources Limited LP 2 LP 3 LP 4 LP 5 LP 6 LP 7 LP 8 LP 9 LP 10 LP 11 LP 12 LP 13 LP 14 LP 15 LP 16 LP 17 LP 18 LP 19 LP 20 LP 21 LP 22 LP 23 LP 24 LP 25 LP 26 LP 27 LP 28 LP 29 LP 30 UMC 447646 UMC 447647 UMC 447648 UMC 447649 UMC 447650 UMC 447651 UMC 447652 UMC 447653 UMC 447654 UMC 447655 UMC 447656 UMC 447657 UMC 447658 UMC 447659 UMC 447660 UMC 447661 UMC 447662 UMC 447663 UMC 447664 UMC 447665 UMC 447666 UMC 447667 UMC 447668 UMC 447669 UMC 447670 UMC 447671 UMC 447672 UMC 447673 UMC 447674 272100 272101 272102 272103 272104 272105 272106 272107 272108 272109 272110 272111 272112 272113 272114 272115 272116 272117 272118 272119 272120 272121 272122 272123 272124 272125 272126 272127 272128 White Mountain Group - Valyrian Resources Corp 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 Serial 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 Beaver Co. Document No. 267521 267522 267523 267524 267525 267526 267527 267528 267529 267530 267531 267532 267533 94 Alderan Resources Limited 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 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 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 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 267534 267535 267536 267537 267538 267539 267540 267541 267542 267930 267931 267932 267933 267934 267935 267936 267937 267938 267939 267940 267941 267942 267943 267944 267945 267946 267947 267948 267949 267950 267951 267952 267953 267954 267955 267956 267957 267958 267959 267960 267961 267962 267963 267964 267965 95 Alderan Resources Limited 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 WM 86 WM 87 WM 88 WM 89 WM 90 WM 91 WM 92 WM 93 WM 94 WM 95 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 UMC 443978 UMC 443979 UMC 443980 UMC 443981 UMC 443982 UMC 443983 UMC 443984 UMC 443985 UMC 443986 UMC 443987 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 267993 267994 267995 267996 267997 267998 267999 276800 276801 276802 Utah State Lease for Metalliferous Minerals (ML53495) Lessee Effective Date Term Rent Premises Acres Valyrian Resources Corp. 16 June 2022 10 USD$1 per acre N1/2 Section 7, T15S, R10W 250.00 Utah State Lease for Metalliferous Minerals (ML54069 OBA) 96 Lessee Effective Date Term Rent Premises Acres Valyrian Resources Corp. 10 March 2021 10 USD$1 per acre per year Sec 32: T14S, R10W, 640.00 Alderan Resources Limited 97

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