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