Alderan Resources Limited
Annual Report 2023

Plain-text annual report

Alderan Resources Limited ABN 55 165 079 201 Annual Consolidated Financial Report 30 June 2023 Contents Page Alderan Resources Limited 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 28 29 30 31 32 33 58 59 63 75 78 2 CORPORATE INFORMATION ABN 55 165 079 201 Directors Mr Ernest Thomas Eadie Mr Scott Caithness 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 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 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 2023. Alderan Resources Limited Directors and Officers The names of the directors and officers who held office during or since the end of the year and until the date of this report are as follows. The Directors held office for the full year unless specified below. Name 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, resigned 21 June 2023 Mr Peter Williams Non-executive Director Appointed 13 May 2019 Mr Mathew O’Hara Company Secretary Appointed 15 July 2020 Names, Qualifications, Experience and Special Responsibilities 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 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, Southern Cross Gold and Discovery Nickel as well as a founding Director of Royalco Resources and Alderan 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. 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. 4 DIRECTORS’ REPORT (continued) Names, Qualifications, Experience and Special Responsibilities (continued) Alderan Resources Limited Mr Frank ‘Bruno’ Hegner: Executive Director (Resigned 21 June 2023) 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, AICD 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. 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 Hegner1 Peter Williams Total Number of fully paid ordinary shares Number of options over ordinary shares Number of performance rights 13,686,964 10,631,714 1,012,800 17,540,464 42,871,942 2,500,000 15,673,000 - 9,127,375 27,300,375 - - - - - 1 Mr Hegner resigned on 21 June 2023, these are the securities held by Mr Hegner on resignation date. 5 DIRECTORS’ REPORT (continued) 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: Alderan Resources Limited Date options issued Unquoted Options: 27-May-2021 27-May-2021 1-October-2021 1-October-2021 Quoted Options: 8-September-2022 Total Number of shares under option Exercise price of option $ Expiry date of option 5,000,000 5,000,000 10,000,000 10,000,000 410,788,694 440,788,694 0.11 0.15 0.11 0.15 0.016 27-May-2024 27-May-2024 1-October-2024 1-October-2024 9-September-2025 No Options were exercised during the period. The following Options lapsed or were cancelled during the period: • • • • • 3,666,667 options exercisable at $0.06, expiring on 19 July 2022; 7,750,000 options exercisable at $0.10, expiring on 19 July 2022; 5,000,000 options exercisable at $0.05, expiring on 7 August 2022; 27,890,625 options exercisable at $0.10, expiring on 7 August 2022; and 10,000,000 options exercisable at $0.08, expiring on 30 June 2023. 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 616,694,644 440,788,694 - REVIEW OF OPERATIONS Alderan Resources Limited’s (Alderan or the Company) principal activity is mineral exploration for copper and gold in the USA. Its Detroit, Frisco and White Mountain projects are located in Utah (see Figure 1). Alderan’s exploration focus during the first half of FY2023 was on the Detroit copper-gold project, where the Company’s focus was on the Drum and Mizpah gold prospects. The Frisco copper-gold project was explored for porphyry copper deposits by Rio Tinto subsidiary, Kennecott Exploration Corp (KEX), under a 2019 option agreement throughout the reporting period. The Company also holds the early-stage White Mountain gold project. Throughout the second half of FY2023, identifying and reviewing new project acquisition opportunities to strengthen the Company’s project portfolio was a key focus. Target commodities included copper and other critical metals required for the global move to electrification. Post year end, KEX returned the Frisco copper-gold project to Alderan and the Company executed an agreement to acquire a 100% interest in seven granted lithium exploration projects in the Lithium Valley district of Minas Gerais state, Brazil. 6 Alderan Resources Limited Figure 1: Alderan Resources’ project location in western Utah and Montana, USA. DETROIT PROJECT 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. The district has been explored historically and by Alderan for copper and gold. 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. Alderan’s FY2023 exploration activities at the Detroit Project included: • Completing a 22-hole reverse circulation drilling programme on the Mizpah prospect and assessing results; • Re-drilling abandoned Drum hole 9DD22-007 using a reverse circulation rig and assessing results; • Reviewing and interpreting assay results from infill soil samples collected from high priority zones along the prospective 6.5km strike of favourable stratigraphy; and • Completing preliminary cyanide leach gold recovery testwork on drill hole samples from Drum and Mizpah. 7 Alderan Resources Limited Mizpah Prospect The Mizpah oxide gold deposit sits in the same rock units as the historical Drum oxide gold mine which lies 2km to the south. Mizpah was drilled in the mid-1980s with the gold mineralisation open and occurring from surface. In the first half of FY2023, Alderan completed a 22-hole (1,797m) reverse circulation (RC) drilling programme at Mizpah targeting high-grade near-surface oxide gold mineralisation (see Figure 2).1 Alderan’s strategy was to traverse the entire prospective rock sequence consisting of predominantly fine-grained siltstones and sandstones with lesser carbonates and marbles of the host Tatow unit before moving into quartzites of the Lower Pioche Formation. Samples were collected over five-foot (1.52m) intervals sent to ALS in Nevada for gold analysis. All holes intersected gold mineralisation. Gold grades are consistent with historical drill holes however intersections are commonly significantly longer than in historical holes. Intercepts range in length from 4.57m in hole 3MZRC22-019 to 112.78m in 3MZRC22-014 with an average intercept length across all holes of 29.5m. Gold mineralisation occurs from surface on the eastern side of the prospect. The average grade of intercepts across all holes is 0.58g/t Au and intercepts commonly contain on average 8.5m thick higher-grade zones, many of which grade +1.0g/t Au. The highest gold grade for an individual sample interval (1.52m) is 5.23g/t Au which occurs in a 7.62m zone grading 2.18g/t Au from 3.05m below surface in hole 3MZRC22-012. Eighteen holes have individual sample intervals grading +1g/t Au with the remaining holes having maximum assays in the range of 0.9-1.0g/t Au. The gold intercepts occur in oxidised, mixed oxide-sulphide (transition) and reduced sulphide rich (un-oxidised) rocks. The depth of oxidation down holes ranges from 3.05m (hole 3MZRC22-021) to 38.10m (hole 3MZRC-008). Following completion of the drilling programme, Alderan submitted 277 samples collected over 1.52m mineralised intervals from the Mizpah and Drum reverse circulation drill holes for first pass gold recovery test work. The aim of the programme was to obtain an early indication of gold recoveries from oxide, mixed oxide-sulphide and sulphide mineralisation. The testing involved cyanide leaching and AAS gold analysis of residual pulp samples collected from gold mineralised intersections grading +0.3g/t Au. At Mizpah, the cyanide gold recoveries averaged 65.9% for 55 oxide samples from mineralised intervals in 13 of the 22 reverse circulation holes. The averaged fire assay gold grade for the samples was 0.89g/t Au and the recovered grade averaged 0.64g/t Au. Gold recoveries for mixed oxide-sulphide mineralisation at Mizpah averaged 38.9% for oxide > sulphide, 14.3% for oxide = sulphide and 8.9% for sulphide > oxide. Gold recoveries for 167 sulphide zone samples collected from 18 holes averaged 4.5%. 1Refer Alderan ASX announcements dated 3 August 2022, 25 August 2022, 30 September 2022 and 2 November 2022. 8 Alderan Resources Limited Figure 2: Mizpah prospect showing the location of Alderan RC drill holes, significant Alderan gold intersections and selected historical hole gold intersections. Drum Gold Mine Alderan’s FY2023 programme included drilling one reverse circulation hole, 9DRC22-001, a re-drill of hole 9DD22-007 which was aimed at replicating historical hole YC-174 which intersected 6.1m @ 10.3g/t Au within 15.2m @ 4.5g/t Au 150m down dip to the southwest of the West Pit. Hole 9DRC22-001 successfully traversed the mineralised horizon despite significant deviation and intersected 7.6m @ 0.96g/t Au from 106.7m downhole (approximately 81m below natural ground surface) demonstrating that the mineralised host stratigraphy mined in Drum’s West Pit remains open to the southwest for at least 150m down dip of the pit boundary. First pass gold recovery results on three oxide samples using cyanide leach averaged 95.5% from the mineralised interval in hole 9DRC22-001. Gold recoveries for the transition zone from oxide to sulphide averaged 77.8% across one oxide > sulphide and three sulphide > oxide samples. The recovery for one sulphide sample was 11.5%. Detroit Soil Sampling Alderan collected 665 C-horizon soil samples at Detroit in August-September 2022 to bring the total number of soil samples to 2,433 over the project area (see Figure 3).2 The sampling increased the sample line density from 200m to 100m in anomalous areas identified from the 2021 soil programme and also filled in sampling gaps along lines. Samples were collected at 40m intervals along lines and were sent to the ALS laboratory in Twin Falls, Idaho for multi-element analysis. 2 Refer Alderan ASX announcement dated 30 December 2022. 9 Alderan Resources Limited The soil sampling better defined and enhanced the Mizpah, Basin Main and Midway gold in soil anomalies. The Mizpah soil anomaly is significantly larger than previously identified and contains gold grades up to 0.26g/t Au. It now covers a north-south strike length of over 300m and has an east-west width of up to 400m. The Basin Main gold in soil anomaly lies 800m north of Mizpah in the same rock unit and is larger and higher order than Mizpah with grades up to 0.32g/t Au. The highest grades occur cover a north-south distance of 500m and the anomaly is 480m wide east-west. The Midway anomaly, 800m to the south of Mizpah, contains grades up to 0.19g/t Au and occurs over 200m north-south and 200m east-west. It appears to have a northeast-southwest orientation which is consistent with the prevailing structural trend throughout the Detroit district, including at the Drum gold mine 800m to the south. Figure 3: Detroit soil sampling lines with infill samples collected along lines in blue. The sampling has enhanced the Basin Main, Mizpah and Midway anomalies. FRISCO PROJECT 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 KEX, a subsidiary of Rio Tinto, where KEX can earn up to a 70% interest by spending US$30 million over 10 years. KEX’s exploration focus at Frisco is the discovery of a large-scale long-life porphyry copper-gold- molybdenum deposit. Assays for 220 samples were received for KEX’s Copper Gulch hole, SAWM0010, at Frisco (see Figure 4).3 The hole was drilled to test a coincident magnetic high modelled to a depth of 500m and anomalous copper geochemistry 500m southwest of the historical Cactus copper mine. The hole traversed Cactus Stock monzonite over its entire 530m length with alteration consisting dominantly of phyllic quartz-sericite-pyrite veins higher in the hole and increasing potassic biotite-magnetite-sulphide±quartz veins at depth. Mineralisation down the hole was typically low grade with sample intervals ranging from 0.52-3.60m down the hole, but most commonly either two or three metres. Elevated copper assays (>0.1% Cu) are associated with vein controlled 3 Refer Alderan ASX announcements dated 6 June 2022 and 14 December 2022. 10 Alderan Resources Limited potassic and sodic-calcic alteration with the two highest copper assays, 0.41% Cu and 0.51% Cu, occurring in chalcopyrite- pyrite and potassium feldspar-magnetite veins between 414.30 – 414.82m and 505.50 – 507.00m downhole respectively. The highest-grade continuous interval of mineralisation intersected was 22.5m grading 0.15% Cu from 495.0m. KEX’s conclusion is that potassic and phyllic veins and local intervals containing >1% chalcopyrite support being on the periphery of a porphyry system however the low vein density and lack of quartz in potassic-sulphide veins suggests that any potential porphyry would be small, deep and low grade. KEX hole SAWM0011 testing a prominent IP survey conductivity anomaly with associated metal zoning on the margin of the Cactus stock between the historical Washington and Imperial mines, was drilled to a depth of 304.65m.4 The hole intersected garnet-pyroxene skarn throughout its length with minor monzonite dykes occurring to a depth of 166m. The skarn is mostly un-mineralised with only trace galena-sphalerite-pyrite. Two one metre mineralised intervals with higher contents of pyrite and molybdenite-tennantite-pyrite-galena-sphalerite respectively occur below the monzonite towards the bottom of the hole. Mineralisation down hole SAWM0011 is weak overall with Cu-Ag strongest proximal to the monzonite contact. Key element assays for the 113 SAWM0011 samples5 include maximums of 104.5ppm Cu, 76.7ppm Mo, 753ppm Pb and 1170ppm Zn. KEX’s assessment is that mineralisation intersected is likely related to the monzonite stock, rather than an older porphyry system targeted by the drillhole and it is concluded that the phase of the Cactus Stock Monzonite seen in this hole is unlikely to be the causative intrusive for the skarn at Reciprocity. Subsequent to the financial year end, the Company regained 100% ownership of the Frisco Project following termination of the option agreement with KEX6. Alderan’s plans at Frisco include 3D modelling of the Cactus copper-gold deposit using all post mining drill hole data including KEX hole SAWM001 which intersected 41m @ 1.9% Cu, 0.62g/t Au, and modelling and interpreting the KEX drone magnetic data to identify additional tourmaline breccia targets analogous to Cactus which have the potential for high grade copper-gold mineralisation. WHITE MOUNTAIN PROJECT White Mountain is an early-stage epithermal gold project. Reconnaissance field inspections by Alderan have identified sinter terraces, a chalcedony blanket, alunite capping plus historical sulphur mining in the project area and limited rock sampling has highlighted anomalous gold and mercury. Alderan’s 2023-24 plans at White Mountain include a grid soil sampling programme to identify targets for drilling. 4 Refer Alderan ASX announcement dated 28 September 2022. 5 Refer Alderan ASX announcement dated 14 February 2023. 6 Refer Alderan ASX announcement dated 5 July 2023. 11 Alderan Resources Limited Figure 4: Frisco simplified geology showing the location of KEX drill holes SAWM0001-0011 ACQUISITION OF BRAZIL LITHIUM PROJECTS On 20 September 2023, the Company announced the execution of a binding share sale agreement to acquire 100% of the issued capital in Parabolic Lithium Pty Ltd (Parabolic) which has the right to acquire a 100% interest in seven lithium exploration projects in the mineral resource rich state of Minas Gerais, Brazil (see Figure 5).7 The Parabolic projects cover 472km2 and consist of 24 granted exploration licences in seven project areas, Curral de Dentro, Minas Novas, Carai, Catuji, Itaipe, Itambacuri and Governador Valadares. The projects are all located in and immediately to the south of the area known as ‘Lithium Valley’ in the Eastern Lithium Belt of Eastern Brazil (see Figure 6). The projects, which have not undergone historical exploration for lithium, typically have a number of key characteristics which were used to target the areas including: Lie within ‘Lithium Valley’ in Minas Gerais state in Brazil’s Eastern Lithium Belt; • • Proximal to fertile G4 granites based on regional mapping by the Brazil Geological Survey and interpretation of regional airborne magnetic and radiometric geophysical data; • Proximal to known lithium deposits, pegmatites and lithium pathfinder mineral occurrences; • Proximal to major district and regional scale structures; and • Presence of artisanal mining. 7 Refer Alderan ASX announcement dated 20 September 2023. 12 Alderan Resources Limited Recent discoveries in Lithium Valley include Sigma Lithium Corporation’s (NASDAQ: SGML; TSX: SGML) Grota do Cirilo project and Latin Resources Ltd’s (ASX: LRS) Salinas Project. Grota do Cirilo has a NI43-101 compliant Measured and Indicated Resource of 77.034Mt grading 1.43% Li2O and Inferred Resource of 8.557Mt grading 1.43% Li2O and is currently ramping up Phase 1 production to 270Ktpa8. Salinas’ has a JORC compliant Measured, Indicated & Inferred Mineral Resource estimate of 45.2Mt grading 1.34% Li2O9. Shareholder approval for the acquisition is scheduled for late October 2023 and, subject to this approval, Alderan’s forward programme will include transferring exploration licences into an Alderan owned entity in Brazil, geological mapping plus reconnaissance stream rock and soil sampling to prioritise targets, geophysical surveying to assist in drill hole targeting and initial drilling. Figure 5: Parabolic Lithium’s project locations in Minas Gerais State plus lithium mines and deposits within Brazil’s Eastern Lithium Belt. 8 Refer to NI43-101 technical report dated 12 June 2023 (Sigma-Lithium-Amended-and-Restated-Technical-Report-June-2023-JUNE-12-FINAL-pre- market.pdf (sigmalithiumresources.com) 9 Refer ASX announcement dated 20 June 2023 at https://www.investi.com.au/api/announcements/lrs/deefd35a-3b8.pdf 13 Alderan Resources Limited Figure 6: Figure 6: Location plan of Parabolic’s projects plus the Grota do Cirilo, Salinas, Itinga and Mina do Cachoeira lithium projects and G4 granites in the Lithium Valley region of Minas Gerais. 14 CORPORATE ACTIVITIES During the financial year ended 30 June 2023, the Company completed a placement to raise approximately $1.5 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 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). Alderan Resources Limited 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 under the Placement, 76.35 million free attaching options were also issued (exercisable at $0.016 on or before 9 September 2025) 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. In addition to the Placement, the Company also completed a pro-rata non-renounceable entitlement offer of one New Option for every two Shares held by those Shareholders at the Record Date at an issue price of $0.001 per New Option to raise up to $289,133 (Option Entitlement Offer). During October 2022, the Company announced it had received valid applications, under both the Option Entitlement Offer and a Shortfall Offer, for a total of 289,133,040 New Options to raise $289,133 (before costs). The New Options were issued on the same terms as the options issued under the Placement. All Options issued under the Placement and Entitlement Offer were approved for quotation on the ASX, under the code AL8OA, during October 2022. In February 2023, the Company announced that it would be undertaking a Share Purchase Plan (SPP) to its existing shareholders to raise up to $500,000 (before costs). The issue price of the new shares under the SPP was $0.007 per share and on 29 March the Company announced it had raised $204,000 with an additional $65,000 raised via a Shortfall Offer in May 2023. On 29 March 2023, the Company announced that Mr Frank ‘Bruno’ Hegner resigned as the Company’s Vice President Operations and as a Director. Mr Hegner agreed to work out his notice period, which was completed on 21 June 2023. In conjunction with the announcement of the acquisition of Parabolic on 20 September 2023, the Company also announced it had received binding commitments for a conditional share placement to raise approximately $1.75 million (before costs) from sophisticated and professional investors. Subject to Shareholder approval, Alderan will issue 291,666,662 fully paid ordinary shares at a price of $0.006 per Share together with a free attaching Listed Option, exercisable at $0.016 on or before 9 September 2025 (ASX: AL8OA), on the basis of one (1) Listed Option for every two (2) Shares issued (Capital Raising). The Capital Raising is inter-conditional on completion of the Parabolic acquisition. COMPETENT PERSONS STATEMENT The information in this report that relates to historical exploration results were reported by the Company in accordance with listing rule 5.7 on 6 June 2022, 25 August 2022, 28 September 2022, 30 September 2022, 2 November 2022, 14 December 2022, 30 December 2022, 14 February 2023, 5 July 2023 and 20 September 2023. The Company confirms it is not aware of any new information or data that materially affects the information included in the previous announcements. 15 Nature of Operations and Principal Activities During the period, the Company continued its exploration activities, predominantly for gold and copper, in Utah, USA. Alderan Resources Limited Significant Changes in State of Affairs During the financial year, the following significant changes in state of affairs occurred: • • • The Company completed a placement 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 each and expiring three years from the date of issue; The Company completed an Option Entitlement Offer of one New Option for every two Shares held at an issue price of $0.001 per New Option to raise $289,133 (before costs). Each New Option was exercisable at $0.016 each and expiring three years from date of issue; The Company completed a Share Purchase Plan at an issue price of $0.007 per Share which raised $269,000 (before costs); and • Mr Bruno Hegner resigned as the Company’s Vice President Operations and as a Director as at 21 June 2023. There were no other significant changes in the state of affairs of the Group during the year. 16 Alderan Resources Limited DIRECTORS’ REPORT (continued) 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 loss of the Group for the financial year ended 30 June 2023, after providing for income tax amounted to $2,440,914 (2022: $10,522,684). Review of financial conditions The Group had a net bank balance of $235,300 as at 30 June 2023 (2022: $254,732). Loss Per Share Basic loss per share (cents per share) Employees 30 June 2023 30 June 2022 (0.43) (2.63) The Company had 4 employees as at 30 June 2023 (2022: 6 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. 17 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 2023. 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: Position Directors Mr Ernest Thomas Eadie Non-Executive Chairman Mr Scott Caithness Mr Frank D Hegner Mr Peter Williams 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, resigned 21 June 2023 Appointed on 13 May 2019 Remuneration Policy The Company’s remuneration policy for its KMP has been developed by the Board taking into account the size of the Company, the size of the management team, the nature and stage of development of the Company’s current operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP: • • Exploration results; and The performance of the Company’s shares as quoted on the Australian Securities Exchange. Remuneration Committee Due to the current size of the Company, the Board did not implement a Remuneration Committee during the year, as such the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the Directors and the executive team. Remuneration structure In accordance with best practice corporate governance, the structure of non-executive Director and executive remuneration is separate and distinct. 18 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. Maximum aggregate 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. 19 DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) Long-Term Incentive Plan Alderan Resources Limited 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 (2022: Nil). There were no shares issued under the Long-Term Incentive Plan during the year (2022: Nil). 20 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 was employed in the position of Executive Director and Vice President of the Company’s subsidiary, Volantis Resources Corp until his resignation on 21 June 2023. 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. 21 Alderan Resources Limited DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) Relationship between Remuneration of KMP and Shareholder Wealth and Earnings The Board anticipates that the Company will retain earnings (if any) and other cash resources for the development of its exploration projects. The Company does not currently have a policy with respect to the payment of dividends and returns of capital however this will be reviewed on an annual basis. Therefore, there was no relationship between the Board’s policy for determining, or in relation to, the nature and amount of remuneration of KMP and dividends paid and returns of capital by the Company during the current and previous four financial years. The Company did not consider appreciation of the Company’s shares when setting remuneration. The Board did issue Options to 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: 2023 Directors Ernest Thomas Eadie Scott Caithness1 F.D. Hegner1, 2 Peter Williams Total Salary & fees $ Super- annuation $ 45,232 168,706 346,150 45,249 605,337 4,768 16,319 - 4,751 25,838 1 Short-term benefits include annul leave provided for but not paid. 2 Resigned as a Director on 21 June 2023. 2022 Directors Ernest Thomas Eadie Scott Caithness1 F.D. Hegner1 Peter Williams Total Salary & fees $ Super- annuation $ 45,455 238,548 367,937 45,455 697,395 4,545 22,103 - 4,545 31,193 1 Short-term benefits include annul leave provided for but not paid. Share-based payment Shares $ Share- based payment Options $ Termination benefits $ - - - - - - - - - - - 106,916 - 106,916 Share-based payment Shares $ Share- based payment Options $ Termination benefits $ - - - - - - 253,917 - - 253,917 - - - - - Total $ 50,000 185,025 453,066 50,000 738,091 Total $ 50,000 514,568 367,937 50,000 982,505 22 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 Fixed remuneration At risk - STI At risk - LTI 2023 100% 100% 100% 100% Ernest Thomas Eadie Scott Caithness F.D. Hegner1 Peter Williams 1 Resigned as a Director on 21 June 2023. Share-Based Compensation 2022 2023 2022 2023 100% 51% 100% 100% - - - - - - - - - - - 2022 - 49% - - There was no share based compensation issued to KMP during the financial year ended 30 June 2023 (2022: nil) Cash bonuses granted as compensation for the current financial year. No cash bonuses were granted during the year ended 30 June 2023 (2022: nil). Other transactions with related parties During the financial year ended 30 June 2023, there were no transactions with KMP and or companies associated with KMP (2022: $39,531). All transactions were made on normal commercial terms and conditions and at market rates. Loans from key management personnel As at 30 June 2023, there were no outstanding amounts due to KMP (2022: nil). Use of remuneration consultants During the financial year ended 30 June 2023, 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 93.77% “for” votes on its Remuneration Report for the year ended 30 June 2022. Incentive Securities granted to KMP During the financial year ended 30 June 2023, no unquoted securities were granted to key management personnel of the Company, or the entities they controlled, as part of their remuneration. 23 Alderan Resources Limited DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) KMP Equity Holdings Fully Paid Ordinary Shares Balance at beginning of year Number 4,401,250 1,346,000 1,012,800 8,254,750 Acquired1 Number 9,285,714 9,285,714 - 9,285,714 30 June 2023 Directors Ernest Thomas Eadie Scott Caithness F.D. Hegner2 Peter Williams Received on exercise of options Number Net change other Number Balance at end of year Number - - - - - - (1,012,800) - 13,686,964 10,631,714 - 17,540,464 1All changes relate to Director participation in the Placement (July 2022) and the Share Purchase Plan (March 2023). 2 Resigned as a Director on 21 June 2023. Share Options Balance at beginning of year Number 2,546,875 10,000,000 2,000,000 15,338,542 30 June 2023 Directors Ernest Thomas Eadie Scott Caithness F.D. Hegner2 Peter Williams Acquired1 Number Exercised Number Expired Number Balance at end of year Number 2,500,000 5,673,000 - 9,127,375 - - - - (2,546,875) - (2,000,000) (15,338,542) 2,500,000 15,673,000 - 9,127,375 1All changes relate to Director participation in the Placement (July 2022) and the Option Entitlement Offer (September 2022). 2 Resigned as a Director on 21 June 2023. Performance Rights 30 June 2023 Directors Ernest Thomas Eadie Scott Caithness F.D. Hegner1 Peter Williams Balance at beginning of year Number - - 200,000 - 1 Resigned as a Director on 21 June 2023. Acquired Number Converted Number Expired Number Balance at end of year Number - - - - - - - - - - (200,000) - - - - - 24 Alderan Resources Limited DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) 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 2023 2022 2021 2020 2019 (2,440,914) 0.007 (0.004) - (0.43) (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) 25 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 2023 Ernest Thomas Eadie Scott Caithness F.D. Hegner Peter Williams No. eligible to attend 8 8 7 8 Proceedings on behalf of the Company No. attended 8 8 5 8 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 5 July 2023, the Company announced it had regained 100% ownership of the Frisco Project following termination of the option agreement with Rio Tinto subsidiary, Kennecott Exploration Corp. • On 20 September 2023, the Company announced the execution of a binding share sale agreement to acquire 100% of the issued capital in Parabolic, which has the right to acquire a 100% interest in seven lithium exploration projects in the mineral resource rich state of Minas Gerais, Brazil. In conjunction with the announcement of the acquisition of Parabolic, the Company also announced it had received binding commitments for a conditional share placement to raise approximately $1.75 million (before costs) from sophisticated and professional investors. Subject to Shareholder approval, Alderan will issue 291,666,667 fully paid ordinary shares at a price of $0.006 per Share together with a free attaching Listed Option, exercisable at $0.016 on or before 9 September 2025 (ASX: AL8OA), on the basis of one (1) Listed Option for every two (2) Shares issued. The Capital Raising is inter-conditional on completion of the Parabolic acquisition. 26 Alderan Resources Limited DIRECTORS’ REPORT (continued) 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 No non-audit services were performed by the Group’s auditor, RSM Australia Partners, during the year ended 30 June 2023 (2022: nil). 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 28th day of September 2023 27 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 2023, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) (ii) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. RSM AUSTRALIA PARTNERS Perth, WA Dated: 28 September 2023 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 2023 Alderan Resources Limited Notes 30 June 2023 30 June 2022 Other income Interest income Consulting and administration expenses Exploration and evaluation expenditure Depreciation and amortisation expense Employee benefits expense Share based payment expense Finance costs Capitalised exploration and evaluation expenditure impairment 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 3 9 8 15 9 4 $ 34,722 2,718 (521,730) (869,866) (37,836) (701,006) - (565) $ - 9,692 (658,688) - (45,646) (509,099) (307,711) - (347,351) (9,011,232) (2,440,914) (10,522,684) - - (2,440,914) (10,522,684) 309,681 309,681 808,772 808,772 (2,131,233) (9,713,912) Loss attributable to members of the Company (2,131,233) (9,713,912) Total comprehensive loss attributable to members the Company for the year (2,131,233) (9,713,912) Basic and diluted loss per share (cents/share) 5 (0.43) (2.63) The accompanying notes form part of these consolidated financial statements. 29  CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2023 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 2023 30 June 2022 $ $ 6 7 8 9 10 235,300 104,379 339,679 100,703 7,588,233 7,688,936 8,028,615 254,732 155,820 410,552 179,849 7,642,492 7,822,341 8,232,893 436,952 30,805 467,757 376,312 39,724 416,036 7,560,858 7,816,857 11(a) 11(d) 11(b) 11(c) 28,100,642 7,883,069 101,420 973,762 26,651,452 7,457,025 101,420 664,081 (29,498,035) (27,057,121) 7,560,858 7,816,857 The accompanying notes form part of these consolidated financial statements. 30 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2023 Alderan Resources Limited Note Issued capital $ Options reserve Performance rights reserve Foreign currency reserve Accumulated losses Total equity $ $ $ 22,157,574 6,877,314 101,420 (144,691) (16,534,437) 12,457,180 - - - 4,493,878 - - - - - 579,711 - - - - - - (10,522,684) (10,522,684) 808,772 - 808,772 808,772 (10,522,684) (9,713,912) - - - - 4,493,878 579,711 26,651,452 7,457,025 101,420 664,081 (27,057,121) 7,816,857 26,651,452 7,457,025 101,420 664,081 (27,057,121) 7,816,857 - - - 1,449,190 - - - - - - 289,133 136,911 11(a) 11 (d) 11 (d) - - - - - - - (2,440,914) (2,440,914) 309,681 - 309,681 309,681 (2,440,914) (2,131,233) - - - - - - 1,449,190 289,133 136,911 Balance at 1 July 2021 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 2022 Balance at 1 July 2022 Loss for the year Other comprehensive loss for the year, net of income tax Total comprehensive loss for the year Contributions of equity, net of transaction costs Option Entitlement Offer Capital raising costs paid via issue of options Balance at 30 June 2023 28,100,642 7,883,069 101,420 973,762 (29,498,035) 7,560,858 The accompanying notes form part of these consolidated financial statements. 31 Alderan Resources Limited CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2023 Cash flows from operating activities Payments to suppliers and employees Payments for exploration and evaluation expenditures Interest received Interest paid Note 30 June 2023 $ 30 June 2022 $ (937,434) (945,934) 2,454 (565) (1,050,000) - 9,657 - Net cash (used in) operating activities 6 (1,881,479) (1,040,343) Cash flows from investing activities Payments to acquire tenements Payments for exploration and evaluation expenditures Proceeds from disposal of property, plant and equipment Refund of drilling bond Advance royalty payment and bond movement Net cash (used in) investing activities Cash flows from financing activities Proceeds from issue of shares (net of capital raising costs) Proceeds from issue of options Net cash provided by financing activities 11(a) 11 (d) 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 The accompanying notes form part of these consolidated financial statements. - - (275,546) (4,002,636) 81,672 48,261 (148,495) (18,562) 1,586,101 289,133 1,875,234 (24,807) 5,375 254,732 235,300 - - - (4,278,182) 4,765,878 - 4,765,878 (552,647) 15,869 791,510 254,732 32 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 These consolidated financial statements and notes represent those of Alderan Resources Limited (Alderan, the Company or Parent Entity) and Controlled Entities (the Group or Consolidated Entity). Alderan 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 28th September 2023 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 2023 In the year ended 30 June 2023, 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 2023. 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. 33 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 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 $2,440,914 and had net cash outflow from operating activities of $1,881,479 for the year ended 30 June 2023. As at that date the Group had net current liabilities of $128,078. 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 approximately $1.63 million (after costs) via a Placement and Option Entitlement Offer in September 2022, undertaking a Share Purchase Plan in February 2023 raising approximately $0.27 million (before costs) and receiving binding commitments for a conditional share placement to raise approximately $1.75 million (before costs) from sophisticated and professional investors, as announced on 20 September 2023, in conjunction with the Parabolic acquisition. The Directors are confident in their 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 as and when required with a successful capital raising anticipated in the short term. 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. 34 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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 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. 35 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) e) Foreign Currency Translation Alderan Resources Limited 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 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. 36 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) i) Income Tax Alderan Resources Limited 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. 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. 37 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) l) Leases Alderan Resources Limited 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. 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). 38 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. 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. 39 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. 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 2023. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations. 40 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) t) Critical Accounting Estimates and Assumptions Alderan Resources Limited 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. 41 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 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 2023 and 30 June 2022. 30 June 2023 Segment income Continuing Operations United States of America $ 34,722 34,722 Australia $ 2,718 2,718 Impairment Segment result (347,351) - (1,747,268) (693,646) Segment assets 7,821,376 207,239 Segment liabilities 159,588 308,169 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 Unallocated items $ Consolidated $ - - - - - - 37,440 37,440 (347,351) (2,440,914) 8,028,615 467,757 Unallocated items $ Consolidated $ - - - - - - - 9,692 9,692 9,011,232 (10,522,684) 8,232,893 4,262,369 416,036 42 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 Alderan Resources Limited NOTE 3: EXPENSES Consulting and administration expense Accountancy fees ASX fees Rent 30 June 2023 $ 30 June 2022 $ 51,506 33,552 34,230 40,037 36,231 18,894 Administration and consultancy fees 252,843 369,678 Insurance Legal fees 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% (2022: 25%) 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% (2022: 25%) 69,098 18,156 53,252 9,093 41,811 24,877 79,548 47,612 521,730 658,688 - - (2,440,914) (10,522,684) (610,229) 86,838 (82,175) (2,630,671) 2,329,736 (1,172,246) 605,566 1,473,181 - - (8,412,966) (13,737,210) (8,412,966) (13,737,210) (2,103,242) (3,434,303) 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. 43 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 5: LOSS PER SHARE Basic and diluted loss per share Alderan Resources Limited 30 June 2023 30 June 2022 Cents per share Cents per share (0.43) (2.63) Losses used in the calculation of basic and diluted loss per share is as follows: $ $ Loss for the year Loss from continuing operations (2,440,914) (10,522,684) (2,440,914) (10,522,684) 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 570,938,759 400,166,097 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 2023 $ 235,300 235,300 30 June 2022 $ 254,732 254,732 Reconciliation of loss after tax to net cash outflow from operating activities: Loss for the year (2,440,914) (10,522,684) Adjustment for non-cash income and expense items Depreciation and amortisation Gain on disposal of property, plant and equipment 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 37,836 (34,722) - 347,351 10,000 6,509 (9,429) 201,890 45,647 - 307,711 9,011,232 (16,975) (15,462) 38,595 111,593 (1,881,479) (1,040,343) 44 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 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 2021 Depreciation Exchange differences Balance at 1 July 2022 Disposals Depreciation Exchange differences Balance at 30 June 2023 Cost Accumulated depreciation 30 June 2023 $ 59,728 15,422 259 18,682 10,288 104,379 Office Equipment $ Motor Vehicle $ Exploration Equipment $ 5,139 (1,605) 183 3,717 - (1,483) 68 2,302 57,008 (8,435) 4,753 53,326 (46,950) (7,601) 1,225 - 146,909 (35,606) 11,503 122,806 - (28,752) 4,347 98,401 30 June 2023 $ 519,031 (418,328) 100,703 30 June 2022 $ 104,660 17,121 22 23,755 10,262 155,820 Total $ 209,056 (45,646) 16,439 179,849 (46,950) (37,836) 5,640 100,703 30 June 2022 $ 611,380 (431,531) 179,849 NOTE 9: EXPLORATION AND EVALUATION EXPENDITURE Carrying value at the beginning of the year Expenditure incurred during the year Expenditure expensed to the statement of profit and loss Impairment expense (i) Exchange differences Carrying value at the end of the year 30 June 2023 $ 30 June 2022 $ 7,642,492 11,587,899 869,866 (869,866) (347,351) 293,092 4,262,369 - (9,011,232) 803,456 7,588,233 7,642,492 (i) During the financial year ended 30 June 2023, the Company impaired an amount of $347,351 (2022: $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. 45 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 10: TRADE AND OTHER PAYABLES Trade creditors Accruals and other payables Kennecott JV royalty payment NOTE 11: EQUITY a) Issued Capital Alderan Resources Limited 30 June 2023 $ 93,264 343,688 - 436,952 30 June 2022 $ 148,474 82,679 145,159 376,312 Year to 30 June 2023 Year to 30 June 2022 No. $ No. $ Issued Capital 616,694,644 28,100,642 425,566,080 26,651,452 Movements in Ordinary Shares: Balance at 1 July 2021 Issue of Placement Shares – Tranche 1 (i) Issue of Placement Shares – Tranche 2 (ii) Issue of Placement Shares – Directors (iii) Less: share issue costs Balance at 1 July 2022 Issue of Placement Shares – Tranche 1 (iv) Issue of Placement Shares – Tranche 2 (v) Issue of SPP Shares (vi) Issue of Shortfall SPP Shares (vii) Less: share issue costs (viii) Balance at 30 June 2023 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 26,651,452 106,000,000 1,060,000 46,700,000 29,142,850 9,285,714 467,000 204,000 65,000 - (346,810) 616,694,644 28,100,642 i. ii. iii. iv. v. vi. vii. viii. 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. 106,000,000 fully paid ordinary shares issued under a Placement (Tranche 1) to professional and sophisticated investors on 27 July 2022 at an issue price of $0.01 per share. 46,700,000 fully paid ordinary shares issued under a Placement (Tranche 2) to professional and sophisticated investors on 7 September 2022, following shareholder approval, at an issue price of $0.01 per share. 29,142,850 fully paid ordinary shares issued under a Share Purchase Plan (SPP) to existing shareholders on 31 March 2023 at an issue price of $0.007 per share. 9,285,714 fully paid ordinary shares issued under the Shortfall Offer from the SPP to on 5 May 2023 at an issue price of $0.007 per share. Includes the issue of quoted options to Lead Manager with a fair value of $136,911, as stated in Note 11 (d). 46 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 11: EQUITY (CONTINUED) Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. b) Performance Rights Reserve Year to 30 June 2023 Year to 30 June 2022 Performance Rights Reserve No. - $ No. $ 101,420 200,000 101,420 Movements in Performance Rights: Balance at 1 July 2021 Expiry of B Performance Rights on 24 August 2021 Balance at 1 July 2022 Expiry of Class C Performance Rights on 24 August 2022 Balance at 30 June 2023 400,000 (200,000) 200,000 (200,000) 101,420 - 101,420 - - 101,420 There were no Performance Rights on issue as at 30 June 2023. 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 Reserve Balance at beginning of year Movement during the year Balance at the end of the year 30 June 2023 $ 664,081 309,681 973,762 30 June 2022 $ (144,691) 808,772 664,081 47 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 11: EQUITY (CONTINUED) d) Options Reserve Options Reserve 447,788,694 7,883,069 91,307,292 7,457,025 30 June 2023 30 June 2022 No. $ No. $ Movements in Options: Balance at 1 July 2021 Issue of Unquoted Options to Lead Manager (i) Expense for Employee Options issued (ii) Expense for MD Options issued (ii) Expiry of Unquoted Options without exercise (iii) Balance at 1 July 2022 Issue of Quoted Options under Placement (iv) Issue of Quoted Options to Lead Manager of Placement (v) Issue of Quoted Options under Option Entitlement Offer (vi) Issue of Quoted Options to Lead Manager of Option Entitlement Offer (vii) Issue of Quoted Options to Brokers for services relating to SPP (viii) Expiry of Unquoted Options without exercise (ix) 76,732,292 6,877,314 20,000,000 - - (5,425,000) 272,000 53,794 253,917 - 91,307,292 7,457,025 76,350,000 34,425,000 289,133,040 8,780,654 2,100,000 (54,307,292) - 123,930 289,133 8,781 4,200 - Balance at 30 June 2023 447,788,694 7,883,069 The weighted average exercise price of options outstanding at the end of the financial year was $0.03 (2022: $0.12). The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.09 years (2022: 0.94 years). (i) (ii) (iii) (iv) (v) (vi) On 1 October 2021, 20,000,000 unquoted options were issued to the Lead Manager who assisted with the Placement. 10,000,000 unquoted options were exercisable at $0.11 on or before 1 October 2024 (Tranche A) and 10,000,000 unquoted options were 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 amount above relates 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. On 8 September 2022, following shareholder approval, a total of 76,350,000 quoted options were issued to professional and sophisticated investors under the terms of the Placement announced on the ASX on 20 July 2022. These quoted options were issued for nil consideration and have an exercise price of $0.016 each and an expiry date of 8 September 2025; On 8 September 2022, 34,425,000 quoted options were issued to the Lead Manager of the Placement as consideration for services provided. The quoted options were issued for nil consideration and have an exercise price of $0.016 each and an expiry date of 8 September 2025; On 10 October 2022, a total of 289,133,040 quoted options were issued under an Option Entitlement Offer announced on the ASX on 6 September 2022. The quoted options had an issue price of $0.001 each, exercise price of $0.016 each and an expiry date of 8 September 2025; 48 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 11: EQUITY (CONTINUED) (vii) (viii) (ix) On 10 October 2022, 8,780,654 quoted options were issued to the Lead Manager of the Option Entitlement Offer as consideration for services provided. The quoted options were issued for nil consideration and have an exercise price of $0.016 each and an expiry date of 8 September 2025. These quoted options have been valued at $0.001 each, being the issue price of these quoted options under the Option Entitlement Offer. On 5 May 2023, 2,100,000 quoted options were issued to Brokers who assisted with the SPP in consideration for services provided. The quoted options were issued for nil consideration and have an exercise price of $0.016 each and an expiry date of 8 September 2025. These quoted options have been valued at $0.002 each, being the market price, as quoted on the ASX, of these quoted options on the date of issue. During the financial year ended 30 June 2023 a total of 54,307,292 unquoted options (with various exercise prices) expired without being exercised. $ - - Number Grant date Expiry date Exercise Price $ Placement Options 76,350,000 8-Sept-22 8-Sept-25 0.016 Fair value at grant date Vesting date Recognised as share issue cost at 30-Jun-23 $ - 8-Sept-22 Entitlement Offer Options* Lead Manager (Placement) Lead Manager (Entitlement Offer) Lead Manager (SPP) 289,133,040 10-Oct-22 8-Sept-25 0.016 289,133 10-Oct-22 34,425,000 8-Sept-22 8-Sept-25 0.016 123,930 8-Sept-22 123,930 8,780,654 10-Oct-22 8-Sept-25 0.016 8,781 10-Oct-22 8,781 2,100,000 5-May-23 8-Sept-25 0.016 4,200 5-May-23 4,200 * On 10 October 2022, a total of 289,133,040 quoted options were issued under an Option Entitlement Offer announced on the ASX on 6 September 2022. The quoted options had an issue price of $0.001 each, exercise price of $0.016 each and an expiry date of 9 September 2025. The Group has measured the fair value of the options issued during the year by using the Trinomial model with the following inputs: Grant date Expiry date Vesting date Share price at grant date Exercise price Expected volatility Dividend yield Interest rate Lead Manager (Placement) 8-Sept-22 8-Sept-25 8-Sept-22 $0.011 $0.016 80% 0% 3.14% 49 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 12: CONTINGENT LIABILITIES On 11 February 2021, the Group announced it had completed several strategic land deals whereby the Group had executed Option Agreements. If the Group 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). The option expires on 5 February 2024 and the Group is yet to exercise the option. 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. The option expires on 27 September 2024 and the Group is yet to exercise the option. On 3 June 2022, the Group announced it 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 Group 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 Group. On 27 June 2022, the Group announced it had executed an Option Agreement with the State of Utah School and Institutional Trust Lands Administration (SITLA) over 310 acres of land north of the historical Drum gold mine. If the Group decides to exercise the agreement with SITLA, additional liabilities will be incurred as follows: • US$200,000 work commitment consisting of: US$40,000 (Year 1), US$60,000 (Year 2) and US$100,000 (Year 3); 10-year lease primary term following completion of work commitments and exercising of option; • Annual fee of US$1.00/acre (US$310); • • US$2.00/acre annual lease rental (US$620 per annum); • 4% gross value royalty (2% royalty if patented federal mining claims are converted to SITLA lease). The option expires on 1 August 2025 and the Group is yet to exercise the option. 50 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 13: SIGNIFICANT EVENTS AFTER THE REPORTING DATE • On 5 July 2023, the Company announced it had regained 100% ownership of the Frisco Project following termination of the option agreement with Rio Tinto subsidiary, Kennecott Exploration Corp. • On 20 September 2023, the Company announced the execution of a binding share sale agreement to acquire 100% of the issued capital in Parabolic, which has the right to acquire a 100% interest in seven lithium exploration projects in the mineral resource rich state of Minas Gerais, Brazil. In conjunction with the announcement of the acquisition of Parabolic, the Company also announced it had received binding commitments for a conditional share placement to raise approximately $1.75 million (before costs) from sophisticated and professional investors. Subject to Shareholder approval, Alderan will issue 291,666,667 fully paid ordinary shares at a price of $0.006 per Share together with a free attaching Listed Option, exercisable at $0.016 on or before 9 September 2025 (ASX: AL8OA), on the basis of one (1) Listed Option for every two (2) Shares issued. The Capital Raising is inter-conditional on completion of the Parabolic acquisition. 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 2023 (2022: 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 2023 $ - - - 30 June 2022 $ 307,711 - 307,711 51 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 16: RELATED PARTY TRANSACTIONS a) Key management personnel Short-term employee benefits Post-employment benefits Termination benefits Share-based payments Alderan Resources Limited 30 June 2023 $ 605,337 25,838 106,916 - 738,091 30 June 2022 $ 697,395 31,193 - 253,917 982,505 Terms and conditions: All transactions were made on normal commercial terms and conditions and at market rates. b) Related party transactions There were no balances paid or owed from/to key management personnel and or companies associated with the shareholders and Directors as at 30 June 2023 (2022: $39,531) 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 2023 30 June 2022 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. 52 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 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 2023 $ 235,300 104,379 339,679 436,952 436,952 30 June 2022 $ 254,732 17,143 271,875 376,312 376,312 53 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 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 2023 $ 235,300 104,379 339,679 30 June 2022 $ 254,732 17,143 271,875 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. 54 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 17: FINANCIAL INSTRUMENTS (continued) At the reporting date, the interest rate profile of the Company's interest-bearing financial instruments was: Alderan Resources Limited Interest-bearing financial instruments Bank balances 30 June 2023 $ 235,300 235,300 30 June 2022 $ 254,732 254,732 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 2022. 30 June 2023 - Profit or loss 30 June 2022 - Profit or loss 100bp Increase 2,353 e) Liquidity risk 100bp Decrease (2,353) 100bp Increase 2,547 100bp Decrease (2,547) 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 2023 Financial Liabilities Trade and other payables Total 30 June 2022 Financial Liabilities Trade and other payables Total ≤6 Months $ 6-12 Months $ 1-5 Years $ ≥5 Years $ Total $ 436,952 436,952 - - - - - - 436,952 436,952 ≤6 Months $ 6-12 Months $ 1-5 Years $ ≥5 Years $ Total $ 376,312 376,312 - - - - - - 376,312 376,312 55 Alderan Resources Limited NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 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 2023 $ 30 June 2022 $ 30 June 2023 $ 30 June 2022 $ US dollar denominated balances 133,206 289,025 159,588 207,724 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 liabilities denominated in foreign currencies of $26,382 (assets of $133,206 less liabilities of $159,588) as at 30 June 2023 (2022: net assets of $83,301 (assets of $289,025 less liabilities of $207,724). 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 $264 (2022: $833); and net assets will increase/decrease by $264 (2021: $833). 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 2023 $ 51,908 109,938 161,846 30 June 2022 $ 170,547 - 170,547 Where the commitments are due in US Dollars, the Company has used the spot rate on 30 June 2023 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. 56 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 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: Current assets Non-current assets Total Assets Current liabilities Non-current liabilities Total Liabilities Net Assets Issue Capital Reserves Accumulated Losses Total Equity Alderan Resources Limited 30 June 2023 $ 30 June 2022 $ (2,131,232) (9,713,912) (2,131,232) (9,713,912) 206,474 7,662,553 7,869,027 (308,169) - 121,527 7,881,429 8,002,956 (186,099) - (308,169) (186,099) 7,560,858 7,816,857 28,100,641 26,651,452 7,984,489 7,558,445 (28,524,272) (26,393,040) 7,560,858 7,816,857 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 2023 and 30 June 2022. Contingent liabilities and capital commitments The parent entity had no contingent liabilities as at 30 June 2023 and 30 June 2022 and 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. Audit or review of the financial statements 30 June 2023 $ 41,000 30 June 2022 $ 37,500 57 Alderan Resources Limited DIRECTORS’ DECLARATION In the opinion of the Directors: 1. The consolidated financial statements and notes thereto are in accordance with the Corporations Act 2001 including: a. giving a true and fair view of the Group’s financial position as at 30 June 2023 and its performance for the year then ended; and b. complying with Australian Accounting Standards (including the Australian Accounting Interpretations), the Corporations Regulations 2001 and other mandatory professional reporting requirements; and 2. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 3. The consolidated financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. 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 28th day of September 2023 58 Level 32 Exchange Tower, 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844 RSM Australia Partners 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 2023, 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 2023 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 $2,440,914 and had net cash outflows from operating activities of $1,881,479 and from investing activities of $18,562 for the year ended 30 June 2023. As at that date, the Group had net current liabilities of $128,078. 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 $7,558,233 as at 30 June 2023. 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: • Assessing 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 this agreeing documentation; • Recalculating the translation differences relating to capitalised exploration and evaluation expenditure; foreign exchange • Assessing and evaluating management’s assessment of whether indicators of impairment existed as at 30 June 2023; • Evaluating management’s assessment of the write 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 financial the in 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 2023 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 2023. In our opinion, the Remuneration Report of Alderan Resources Limited, for the year ended 30 June 2023, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. RSM AUSTRALIA PARTNERS Perth, WA Dated: 28 September 2023 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 2023 (Reporting Period). Alderan Resources Limited PRINCIPLES AND RECOMMENDATIONS (Summary) LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT COMPLIES COMMENT No. 1. 1.1 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 Yes The Board is ultimately accountable for the performance of the Company and provides leadership and sets the strategic objectives of the Company. It appoints all senior executives and assesses their performance on at least an annual basis. It is responsible for overseeing all corporate reporting systems, remuneration frameworks, governance issues, and stakeholder communications. Decisions reserved for the Board relate to those that have a fundamental impact on the Company, such as material acquisitions and takeovers, dividends and buybacks, material profits upgrades and downgrades, and significant closures. The Company has developed a Board Charter which sets out the roles and responsibilities of the Board, a copy of which is available on the Company's website at https://alderanresources.com.au/company/corporate-governance/. 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. 63 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. 64 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. 65 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, 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 2023 as follows: - - - Tom Eadie, Non-executive Chairman – Independent Scott Caithness, Managing 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. No Yes As disclosed in the response to Recommendation 2.3 above, only 1 of the 3 current 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 considered to be independent. Mr Eadie is not the CEO. 66 Alderan Resources Limited 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. INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY A listed entity should articulate and disclose its values. Yes Yes 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. 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. 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. Yes Yes These are available at the Company’s website at https://alderanresources.com.au/company/corporate- governance/. 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. Code The the https://alderanresources.com.au/company/corporate-governance/.. disclosed Conduct on of is Company’s Whistleblower The at https://alderanresources.com.au/company/corporate-governance/.. available Policy is Company’s website at the Company’s website at 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 67 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. 68 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. Disclosure Continuous The https://alderanresources.com.au/company/corporate-governance/. The Board approves all material market announcements made by the Company prior to release to the ASX and is notified once release has occurred. Company’s website disclosed Policy the on at is 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. 69 Yes Yes Yes No 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 Alderan Resources Limited 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 https://alderanresources.com.au/company/corporate-governance/. Shareholder Communications Policy the Company’s website is disclosed on at 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. 70 overseeing the entity’s risk management framework. 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. No 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. 71 Alderan Resources Limited Title risks Mineral rights in the USA may be owned by private parties, local government, state government, federal government, or indigenous groups. Verifying the chain of title for USA mineral rights can be complex and may require that remedial steps be taken to correct any defect in title. Securing exploration and extraction rights to federally-owned mineral rights requires strict adherence to claim staking and maintenance requirements. The Company has taken reasonable steps to verify the title to the Tenements in which it has, or has a right to acquire, an interest. Although these steps are in line with market practice for exploration projects, 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 72 Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets. Other industry specific risks The Company’s activities are subject to a number of risks common to the conduct of mining exploration and the financing of mining exploration activities, including but not limited to: 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 73 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 at https://alderanresources.com.au/company/corporate-governance/.. 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. 74 Alderan Resources Limited Additional Securities Information In accordance with ASX Listing Rule 4.10, the following information is provided. 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 Class of Shares and Voting Rights The voting rights attached to the Fully Paid Ordinary Shares of the Company are: • • 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 22 September 2023) Spread of Holdings Number of Holders Number of Shares % of Issued Capital 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 Over 100,001 Total 95 131 148 462 333 1,169 35,881 434,174 1,246,470 19,737,233 595,240,886 616,694,644 0.01 0.07 0.20 3.20 96.52 100 Unmarketable Parcels, Restricted Securities and On-market buy backs • • • There are 641 holders of unmarketable parcels comprising a total of 7,630,639 ordinary shares. There are currently no shares subject to voluntary escrow. There is no current on-market buy back taking place. 75 Substantial Shareholders (based on substantial shareholder notices lodged with ASX) Name Tolga Kumova Number of Shares % 68,283,766 11.07% Alderan Resources Limited Twenty Largest Registered Shareholders (as at 22 September 2023) 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 MR BERTRAND LALANNE 7 FINCLEAR SERVICES NOMINEES PTY LIMITED 8 COMSEC NOMINEES PTY LIMITED 9 BUPRESTID PTY LTD 10 BNP PARIBAS NOMINEES PTY LTD 11 MR GAVIN JEREMY DUNHILL 12 INSTANT EXPERT PTY LTD 13 CAITHNESS RESOURCES PTY LTD 14 TORR FAMILY PTY LTD 15 SISU INTERNATIONAL PTY LTD 16 INSTANT EXPERT PTY LIMITED

17 ACN 167 523 659 PTY LTD > 18 JURKOVIC FAMILY SUPERANNUATION FUND NO 1 PTY LTD 19 QUAALUP INVESTMENTS PTY LTD 20 ROKKS RESOURCES PTY LTD TOTAL Number of Shares % 56,620,433 9.18% 40,205,795 6.52% 25,162,693 4.08% 18,333,333 2.97% 16,679,897 2.70% 16,000,000 2.59% 15,793,750 2.56% 15,519,820 2.52% 14,925,000 2.42% 14,111,911 2.29% 14,000,000 2.27% 11,764,706 1.91% 10,631,714 1.72% 10,196,714 1.65% 10,000,000 1.62% 10,000,000 1.62% 9,785,714 1.59% 9,775,000 1.59% 7,338,337 1.19% 7,050,000 1.14% 333,894,817 54.13% 76 Twenty Largest Registered Quoted Option Holders (as at 22 September 2023) Alderan Resources Limited Name 1 EMERGING EQUITIES PTY LTD 2 MS CHUNYAN NIU 3 GONDWANA INVESTMENT GROUP PTY LTD 4 MISS RABIA YIGIT 5 BUPRESTID PTY LTD 6 VALAS INVESTMENTS PTY LTD 7 COMSEC NOMINEES PTY LIMITED 8 MR MARK GERARD HENNESSY & MS SUSAN MARIE GERAGHTY 9 ASIA PACIFIC DEVELOPMENT CENTRE PTY LTD 10 THIRD PARTY NOMINEES PTY LTD 11 ICADER NOMINEES PTY LTD 12 GAZUMP RESOURCES PTY LTD 13 PAC PARTNERS SECURITIES PTY LTD 14 CMC MARKETS STOCKBROKING NOMINEES PTY LIMITED 15 CAITHNESS RESOURCES PTY LTD 16 MR TROND PETER JACOBSEN 17 EARTH EXPLORATION PTY LTD 18 SISU INTERNATIONAL PTY LTD 19 INSTANT EXPERT PTY LIMITED

20 MR ILHAN ILNAH TOTAL Number of Quoted Options % 42,599,315 10.37% 40,834,587 9.94% 28,310,217 6.89% 20,000,000 4.87% 19,178,750 4.67% 18,824,700 4.58% 17,705,000 4.31% 13,999,999 3.42% 11,450,000 2.79% 10,250,000 2.50% 10,000,000 2.43% 9,161,101 2.23% 7,763,066 1.89% 6,796,448 1.65% 5,500,000 1.34% 5,196,000 1.26% 5,000,000 1.22% 5,000,000 1.22% 5,000,000 1.22% 5,000,000 1.22% 287,569,183 70.02% Unquoted Securities (as at 22 September 2023) Type of Security 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 No. of Securities 5,000,000 5,000,000 10,000,000 10,000,000 Unquoted Securities >20% Holders (as at 22 September 2023) • • 100% of the unquoted options exercisable at $0.11 and $0.15 each on or before 27-May-24 are held by Caithness Resources Pty Ltd ; and 100% of the unquoted options exercisable at $0.11 and $0.15 each on or before 1-Oct-24 are held by CG Nominees (Australia) Pty Ltd; No. of Holders 1 1 1 1 77 Schedule of Tenements Unpatented Mining Claims - Volantis Resources Corp 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 78 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 79 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 80 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 81 Alderan Resources Limited NW 137 NW 138 NW 139 NW 141 NW 142 CTR 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 82 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 83 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 84 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 85  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 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 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 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 Alderan Resources Limited Beaver Co. Document No. 267521 267522 267523 267524 267525 267526 267527 267528 267529 267530 267531 267532 267533 267534 267535 267536 267537 267538 267539 267540 267541 267542 267930 267931 267932 267933 267934 267935 267936 267937 267938 267939 267940 267941 267942 267943 267944 267945 267946 267947 267948 267949 267950 86 Alderan Resources Limited WM 44 WM 45 WM 46 WM 47 WM 48 WM 49 WM 50 WM 51 WM 52 WM 53 WM 54 WM 55 WM 56 WM 57 WM 58 WM 59 WM 60 WM 61 WM 62 WM 63 WM 64 WM 65 WM 66 WM 67 WM 68 WM 69 WM 70 WM 71 WM 72 WM 73 WM 74 WM 75 WM 76 WM 77 WM 78 WM 79 WM 80 WM 81 WM 82 WM 83 WM 84 WM 85 WM 86 WM 87 WM 88 UMC 443936 UMC 443937 UMC 443938 UMC 443939 UMC 443940 UMC 443941 UMC 443942 UMC 443943 UMC 443944 UMC 443945 UMC 443946 UMC 443947 UMC 443948 UMC 443949 UMC 443950 UMC 443951 UMC 443952 UMC 443953 UMC 443954 UMC 443955 UMC 443956 UMC 443957 UMC 443958 UMC 443959 UMC 443960 UMC 443961 UMC 443962 UMC 443963 UMC 443964 UMC 443965 UMC 443966 UMC 443967 UMC 443968 UMC 443969 UMC 443970 UMC 443971 UMC 443972 UMC 443973 UMC 443974 UMC 443975 UMC 443976 UMC 443977 UMC 443978 UMC 443979 UMC 443980 267951 267952 267953 267954 267955 267956 267957 267958 267959 267960 267961 267962 267963 267964 267965 267966 267967 267968 267969 267970 267971 267972 267973 267974 267975 267976 267977 267978 267979 267980 267981 267982 267983 267984 267985 267986 267987 267988 267989 267990 267991 267992 267993 267994 267995 87 Alderan Resources Limited WM 89 WM 90 WM 91 WM 92 WM 93 WM 94 WM 95 UMC 443981 UMC 443982 UMC 443983 UMC 443984 UMC 443985 UMC 443986 UMC 443987 267996 267997 267998 267999 276800 276801 276802 Utah State Lease for Metalliferous Minerals (ML54260 OBA) Lessee Effective Date Term Rent Premises Acres Valyrian Resources Corp. 16 June 2022 10 USD$1 per acre N1/2 Section 7, T15S, R10W 310.00 MOL Utah State Lease for Metalliferous Minerals (ML54609 OBA) Lessee Effective Date Term Rent Premises Acres Valyrian Resources Corp. 10 March 2021 10 USD$1 per acre per year Section 32: T14S, R10W, 640.00 88 

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