Alien Metals Ltd
Annual Report
For the year ended 31 December 2018
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Contents
Chair & Chief Executive’s statement ..................................................................... 3
Business overview ............................................................................................ 4
Strategy and business model ..................................................................... 4
Financial highlights ................................................................................. 4
Overview of operations ............................................................................ 4
Copper project ...................................................................................... 4
Silver projects ....................................................................................... 4
Future outlook ...................................................................................... 5
Governance .................................................................................................... 6
Chair’s Corporate governance statement ...................................................... 6
Board leadership .................................................................................... 7
Nomination & Remuneration Committee Report ............................................. 11
Audit Committee Report ......................................................................... 14
Risk Management .................................................................................. 16
Financial statements ........................................................................................ 23
Directors responsibilities statement ........................................................... 23
Independent auditor’s report ................................................................... 24
Consolidated statement of comprehensive income ......................................... 28
Consolidated statement of financial position ................................................ 29
Consolidated statement of cash flows ......................................................... 30
Consolidated statement of changes in equity ................................................ 31
Notes to the financial statements .............................................................. 32
Other information ........................................................................................... 51
Forward looking statements
Certain information in this annual report may constitute a forward-looking statement. Forward-looking statements are frequently
characterised by words such as “plan”, “expect”, “forecast”, “project”, “intend”, “believe”, “anticipate”, “expect”, “budget”,
“scheduled”, “outlook” and other similar words or statements that certain events or conditions “may” or “will” occur.
Forward-looking statements are not guarantees of future performance. Rather, they are based on current opinions and estimates
of management and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ
from any future results or developments expressed or implied from each forward-looking statement. Each forward-looking
statement is expressed only as at the date on which it is made and the Company undertakes no obligation to update forward-
looking statements if circumstances or management’s estimates or opinions should change, other than as required by securities
laws. The reader is cautioned not to place undue reliance on forward-looking statements.
2
Chair & Chief Executive’s statement
2018 was a year of significant change for shareholders with the Company changing the composition of its board
and bringing in new leadership and direction; these changes continued into 2019, which saw our respective
appointments to the Board in February.
The Company’s former Executive Chairman, Dennis Edmonds, set a strategy of reducing corporate overheads,
value accretion of the Mexican asset portfolio and acquiring or entering into joint ventures for additional
projects in Mexico or other jurisdictions with an established mining community, stable political background,
and where we can be assured of strong operational control.
During Dennis’ tenure, good progress was made to reduce costs and, following a strategic review of the
company’s assets, field exploration continued to satisfy minimum expenditure requirements and progress the
greenfield Donovan 2 concession to a drill ready target. The complementary disciplines of geophysical,
detailed mapping and sampling and geochemical and geochemical analysis are being similarly applied to the
company’s other primary targets; Los Campos and San Celso.
We are committed to delivering on the strategy of acquiring one or more additional projects and are seeking
to identify a suitable project that can be acquired, earned into or joint ventured at a price which will not
overly dilute existing Shareholders. We intend, in making any investment, to ensure the costs and capital
commitments are minimised to an acceptable level for a company of Alien’s market capitalisation and capital
resources.
We believe that in order to successfully grow this Group we need to focus on channelling the funds invested in
it towards exploration activity, business development and acquisitions, and this is at the heart of everything
we do.
The Group’s work to identify suitable acquisition targets to date has included lithium projects, gold and base
metals projects in a range of jurisdictions including Mexico, Sub-Saharan Africa and Australia. Alien works to a
strict selection criteria centred on assessing risk, appropriate scale and likely upside.
We look forward to sharing further results from our exploration work at the Donovan 2 project, and also
hopefully to reporting on the successful acquisition of a suitable project to add to the Company’s portfolio.
Dan Smith
Chair
Peter Taylor
Chief Executive Officer
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
3
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Business overview
Strategy and business model
is to create a multi-
Alien Metals’ objective
commodity portfolio
in
jurisdictions with established mining communities,
stable political backgrounds, and where strong
operational controls can be assured.
of mining projects
The Group has operated in Mexico for over ten years
during which time it has established long-term
relationships with local government, communities,
and key stakeholders.
Alien Metals’ geological experts assess and identify
projects for potential mineralisation. Wherever
possible, the projects are acquired on a low-cost
is
option basis whilst preliminary exploration
undertaken to assess the merits of further work.
The Company routinely evaluates mining projects in
jurisdictions other than Mexico; during 2018, this
included Namibia and the Ukraine. These evaluations
have not yet led to the Company making an
acquisition.
studies evidence
Where preliminary
sufficient
mineralisation, increasingly comprehensive studies
will be undertaken with a view to delineating a
compliant mineral resource estimate in readiness of
potential sale of the asset to a producing mining
company, at which time a significant premium over
its acquisition and development cost may be
justified.
Financial highlights
All dollar amounts in this annual report and financial
statements are US dollars, unless stated otherwise.
As at 31 December 2018, the Group had total assets
of $0.7 million (2017: $1.3 million) of which $0.3
million (2017: $0.9 million) was cash. The Group had
total liabilities of $0.1 million (2017: $0.1 million) of
which $0.1 million were current liabilities (2017: $0.1
million).
In the year ended 2018 the Group made an operating
loss of $1.5 million (2017: $1.4 million) and a loss per
share of 0.3 cents (2017: 0.5 cents).
Overview of operations
During 2018, the Group completed its initial high
level exploration programme over its portfolio of
mining concessions covering an area of over
approximately 1,500 hectares, to develop and direct
future exploration work.
As at 31 December 2018, the Company held 12 fully
owned mining concessions
4
Copper project
Donovan 2 project
The Company’s 750 hectare Donovan 2 flagship
project is located to the southeast of Zacatecas city
and in close proximity to Alien’s portfolio other
wholly owned projects along the Mexican precious
and base metals belt. The Teck Resources San Nicolás
copper zinc deposit and Minera Frisco El Coronel gold
mine are both located within 25km.
Alien Metals' preliminary exploration programme on
this project, has identified several areas that exhibit
pathfinder
indicators of volcanogenic massive
sulphide (VMS)-style mineralisation, and ground
magnetic geophysics and induced polarisation have
confirmed
sub-surface VMS-style
mineralisation.
indications of
Silver projects
Los Campos project
The Los Campos project comprises four concessions
covering an area of approximately 500 hectares and
is located on the south side of the city of Zacatecas
and bounds the Endeavour Silver El Compas gold
mine. The property encompasses at least two known
veins: the Los Campos vein and the San Rafael vein,
and is easily accessible 15-minutes’ drive from the
centre of the City of Zacatecas.
The Los Campos vein system has been developed
along a strike distance of 3.3km and to depths
exceeding 100m. Our geological mapping and
sampling discovered additional veins running either
parallel or nearly parallel to the Los Campos vein.
San Celso project
The 88 hectare San Celso project is located in the
historic mining district of Pánfilo Natera-Ojocaliente
and is surrounded by other concessions to the south
and west. It encompasses two veins: the San Celso
and Las Cristinitas veins. Work carried out during
2018 resulted in the surface extension of these veins
of 800 metres. Samples taken to date have evidenced
grades of up to 395g/t Ag, 13,700ppm Pb, and
13,900ppm Zn.
La Africana project
The La Africana project is a strategically located
project covering approximately 15 hectares, 3
kilometres south west of Pánfilo Natera. The project
encompasses a past-producing mine and work carried
out on the project evidences significant zones of
high-grade silver mineralisation over respectable
widths.
Other silver mining concessions
Alien Metals holds two additional concessions not
otherwise grouped into project groupings, covering
almost 142 hectares. These concessions were
acquired in 2006 because of their strategic position
to the San Celso project. These concessions too
require further exploratory work to fully assess their
economic potential.
Future outlook
The Company has benefited from fresh leadership, a
new perspective, and the financial support of
experienced mining professionals
the
injection of additional cash resources in May 2018.
through
The directors have taken action to reduce the
Company’s expenditures and to identify and acquire
small but scalable projects in jurisdictions with
stable governments, and in commodities considered
to have strong futures, both in the short-to-medium,
and long term.
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
5
Governance
Chair’s corporate governance statement
Maintaining the highest standards of corporate governance in the context of the stage, size and complexity of
any company, together with robust systems of internal control are fundamental building blocks for any
business.
Following the change to the AIM Rules in March 2018, the Board resolved to adopt the QCA Corporate
Governance Code. In July 2018, the Financial Reporting Council published an update to the UK Corporate
Governance Code for accounting periods beginning on or after 1 January 2019 (the “Code”), and the Board
resolved to adopt this code with immediate effect.
The UK Corporate Governance Code is widely recognised as setting the highest standard for corporate
governance and is written to accommodate very large companies as well as much smaller ones. The directors
have therefore satisfied themselves that appropriate governance structures, policies and procedures are in
place, and have made training available to all directors.
All directors have access to the services of the Company Secretary, who is responsible for advising the board
on all governance matters. Both the appointment and removal of the Company Secretary are matters for the
whole board.
The provisions of the Code that the Company does not apply are summarised below, and described in further
detail within this annual report:
Employee engagement
The Board has not appointed a director from the workforce, created a formal workforce advisory panel, or
designated a non-executive director to engage with the workforce. This is contrary to Code provision 5 and is
explained in the section headed “Culture and employees” on page 9.
Senior independent director
The Board has not appointed a senior independent director. This is contrary to Code provision 12 and is
explained in the section headed “Senior Independent Director” on page 8.
Meetings with non-executive directors
Significant changes to the Board were made during 2018 and as a consequence, neither Chair met with the
non-executive directors in the absence of the executive directors during the course of 2018. This is contrary to
Code provision 13. The Chair intends to meet with the non-executive directors in accordance with this Code
provision during 2019.
Annual evaluation of the performance of the board
The Board does not carry out a formal annual evaluation of the performance of the board, its committees, the
Chair and individual directors. This is contrary to Code provision 21 and is explained in the section headed
“Board assessments” on page 15.
Performance related pay
Non-executive directors participate in the Company’s share option plan. This is contrary to Code provision 34
and is explained in the section headed “Share Option Plan and Option-Based Awards” on page 13.
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
6
Board leadership
The Board of Directors is responsible for overseeing the long term success and strategic direction of the
Company in accordance with the schedule of matters reserved for board decision and it responsible for
monitoring the activities of the executive management.
Non-executive Chair
Daniel Smith
(appointed 26 February
2019)
Skills and experience
Dan Smith has over 10 years’ capital markets experience working in various roles
including as an Executive and Non-Executive Director and Company Secretary of
companies with shares quoted on AIM, ASX and NSX. He is the founder of Minerva
Corporate Pty Ltd, a boutique corporate services firm focused on providing
corporate advisory, company secretarial, and accounting services to listed and
unlisted entities, as well as compliance manager services for IPOs and RTOs across
sectors including natural resources. Dan is currently a Non-Executive Director and
Company Secretary of AIM traded Europa Metals Ltd, a European focused zinc-lead
exploration company.
Roles on Board committees
None
Chief Executive Officer
Peter Taylor
(appointed 26 February
2019)
Skills and experience
Peter Taylor commenced his career as a mining engineer at De Beers Consolidated
Mines in 1986. He has over 25 years’ experience leading strategic operations
within the mining and exploration sector in Africa, Southeast Asia and Europe,
including as Chief Operating Officer at formerly AIM and TSX:V traded African gold
and iron company, African Aura Mining Inc.
Roles on Board committees
None
Non-executive director
Christopher Gordon
(appointed 15 May 2018)
Skills and experience
Chris Gordon has a Bachelor of Economics degree awarded by the University of
London and over 10 years’ experience in the financial services sector in London,
working in dealing and trading roles with a focus on raising capital for listed
companies. Chris Gordon previously acted as a non-executive director for Gunsynd
plc which is listed on AIM.
Roles on Board committees
Member:
Member:
Audit Committee
Nomination & Remuneration Committee
Non-executive director
James Cable
Skills and experience
James Cable has been a chartered accountant for over 40 years and has extensive
experience at board level in various companies. He has significant international
and commercial experience gained in the Middle East, Africa, Far East and Europe
in several business sectors including natural resources and construction. He is a
former Finance Director of Kopane Diamond Developments Plc and Mantle
Diamonds Ltd and he advises natural resources companies on corporate strategy
and project finance and is a director of GemRock Company Ltd.
Roles on Board committees
Chair:
Chair:
Audit Committee
Nomination & Remuneration Committee
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
7
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Company Secretary
David Taylor
Skills and experience
David Taylor is a Fellow of The Institute of Chartered Secretaries and
Administrators (“ICSA”), has held senior roles in a number of international blue
chip companies, and most recently prior to his appointment to the Company,
served as Assistant Company Secretary of ICSA, a leading authority on governance
and compliance.
Roles on Board committees
Secretary:
Secretary:
Audit Committee
Nomination & Remuneration Committee
Directors who served during the year ended 31 December 2018 are listed on page 51.
In the period to May 2018 (when Jim Williams retired as Chief Executive), there had been a clear division of
responsibilities between the Chair and the Chief Executive. The Chair was responsible for the leadership of the
Board and ensuring its effectiveness. The Chief Executive was responsible for the performance of the
Company, together with the Chair. Following Jim Williams’ retirement, Dennis Edmonds served as the sole
executive director until the appointment of Peter Taylor as Chief Executive Officer in February 2019.
Following the resignation of Dennis Edmonds in April 2019, Dan Smith was appointed as Non-Executive Chair.
The following documents are available on the Company’s website, www.alienmetals.uk:
Schedule setting out the division of responsibilities between the Chair and CEO;
Terms of reference of the Nomination & Remuneration Committee
Terms of reference of the Audit Committee
Independent directors
At least half the Board, excluding the Chair, comprises independent non-executive directors who provide a
balance of skills and experience, and who are responsible for providing constructive challenge to and
assistance in, developing proposals on strategy.
James Cable is deemed an independent director; he has acted as a director of the Company for more than nine
years, which can in some circumstances be seen to impair a director’s independence, however, the Board
recognises significant value of having a director familiar with the history of the Company and the Board
consider Mr Cable to be independent in character and judgement. All the non-executive directors participate
in the Company’s share option plan; the extent of their participation is not considered to impact their
independence.
Each of James Cable and Chris Gordon is deemed independent.
Senior Independent Director
The role of a Senior Independent Director is to provide a sounding board for the Chair and serve as an
intermediary for the other directors and shareholders. In addition, a senior independent director would be
expected to meet the other non-executive directors without the Chair present, to appraise his performance.
The Company Secretary, as well as each of the non-executive directors, is available as a sounding board to the
Chair and to serve as an intermediary for shareholders. The Company Secretary is also available to serve as an
intermediary for any of the directors when required. The nomination of any one particular director to act as a
Senior Independent Director is not considered by the Board, at the present time, to improve its effective
operation, although the matter is kept under review.
The process through which board assessments are undertaken is more fully described in the section headed
“Board assessments”, on page 15.
Operation of the board
All directors are required to allocate sufficient time to the Company to discharge their responsibilities
effectively. In any decision-making, the directors are required to exercise their judgement in determining the
likely impact of each decision as to the likelihood of promoting the success of the company for the benefit of
its members as a whole. In doing so, the directors consider whether the decision is likely to promote the
success of the company for the benefit of its members as a whole, having regard for (amongst other matters):
(a) the likely consequences of any decision in the long term,
(b) the interests of the company's employees,
(c) the need to foster the company's business relationships with suppliers, customers and others,
(d) the impact of the company's operations on the community and the environment,
(e) the desirability of the company maintaining a reputation for high standards of business conduct, and
(f) the need to act fairly as between members of the company.
8
The Chair is ultimately responsible for ensuring that each board decision is taken having sufficient information
on and with all due discussion of, each of the aforementioned items as is relevant to such decision.
The Company has a schedule of matters reserved for its own decision, an executive committee comprising
exclusively executive directors or officers, and two committees comprised entirely of non-executive directors:
the Audit Committee and the Nomination & Remuneration Committee. From May 2018, the Executive
Committee had only one member and is therefore not expected to meet until such time as additional members
are appointed.
Each committee has formally delegated responsibilities by way of terms of reference.
The performance of the Board, committees and individual directors are evaluated on a regular basis.
Board meeting attendance
The small size of the Board and frequent contact between the directors enables decisions to be taken quickly
and effectively using written resolution procedures rather than physical board meetings. The number of
occasions on which the written resolution procedure was exercised is also set out in the table below.
No. meetings
No. written resolutions
Dennis Edmonds
James Cable
Chris Gordon
Tom Bailey
Jim Crombie
Tony Williams
Jim Williams
Board
5
9
2 of 2
5 of 5
0 of 2
3 of 4
3 of 4
3 of 3
3 of 3
Audit Committee
1
3
n/a
1 of 1
1 of 1
1 of 1
1 of 1
n/a
n/a
Nomination &
Remuneration
Committee
2
1
n/a
2 of 2
1 of 1
1 of 1
1 of 1
n/a
n/a
Value generation and preservation
The Company’s business model and opportunities immediately available are more fully described in the
“Business overview” section of this annual report. Over the long-term, the Company seeks to create value by
acquiring mining rights, demonstrating the presence of mineralisation and thereby significantly increasing the
value of those mining rights.
As the Company does not expect to generate operating revenues in the immediate future, it is dependent upon
the financial support of new or existing investors and it is believed that companies that are well-governed
enjoy a lower cost of capital which, all things being equal, should translate to greater business success.
The risks to the business are set out in the Risk Management section commencing on page 16.
Culture and employees
At the Company’s present stage of development, it has few employees and its culture therefore exists
principally in the boardroom and amongst any contractors. In the UK, all contractors report directly to the
Company Secretary. Overseas, all contractors report directly to the country manager. Both the Company
Secretary and the country manager report to the Chief Executive Officer. It is considered that the board is
well positioned to ensure that policy, practices and behaviour throughout the business is aligned with the
Company’s purpose, values and strategy. In the event that the Board had any concerns, it would require the
Company Secretary or country manager to take remedial action.
We are confident we understand our employees’ needs and that all employees feel able to speak openly to the
Chair, or any of the other directors. If for any reason, an employee feels unable to raise concerns in this way,
the Company’s whistleblowing policy sets out the process for raising concerns, and how to do so anonymously.
In addition, employees are provided details of the charity, Public Concern at Work, who will provide free and
confidential advice.
In view of the small number of company employees, the Board has considered there to be no need or benefit
gained by appointing a director from the workforce, creating a formal workforce advisory panel, or designating
a non-executive director to engage with the workforce.
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
9
The Board recognise the importance of the remuneration structure supporting its strategy and reinforcing the
culture of the organisation. This is further described in the Nomination & Remuneration Committee report on
page 11.
Relations with shareholders
The Executive Chair welcomes major shareholders to discuss the Company’s strategy and governance,
including, as explained in the Nomination & Remuneration Committee report, on the appointment of key board
appointments. The Chair reports to the Board as a whole, on the views of major shareholders.
All investors are encouraged and welcomed at the Company’s annual general meeting, at which there is
opportunity to pose questions to the directors.
Annual general meeting
At the Company’s annual general meeting held during 2018, all resolutions were passed and proxy voting
figures were published immediately following the AGM held on 20 September 2018. The Company received
more than 20% of votes against the resolutions relating to the proposal to change the name of the Company to
Alien Metals Limited at the Company’s Annual General Meeting. The number of investors who voted against the
resolutions represented less than 10% of the number who voted. It being clear that the majority of investors
were in favour, the Company proceeded with the change of name but the Chair extended an invitation to
investors who wished to discuss the matter, to do so. The invitation was not taken up by investors and no
further action has therefore been taken.
Major shareholders
As at 24 June 2019 being the latest practicable date, the Company had been notified of the following
companies or individuals interested 3% or more of the Company’s shares:
Shareholder
Gravner Ltd
King Dragon (Far East) Limited*
Peel Hunt LLP
No. shares
202,247,000
120,000,000
142,764,851
%
22.02
17.09
12.77
* As at 18 June 2019, 120,000,000 Common shares represented 10.73% in the Company. The most recent
notification by King Dragon (Far East) Limited is reflected here, at which time, 120,000,000 represented
17.09% of the total issued share capital in the Company.
Conflicts of interest
All Directors have duties under the BVI Business Companies Act to act with care, diligence and skill, in the best
interests of the Company.
Certain directors and officers of the Company may also serve as directors and/or officers of, or have
investments in other companies involved in mineral exploration and development and consequently there is
the potential for conflicts of interest.
Conflicts of interest can arise amongst shareholders, especially where one shareholder, or a small group of
shareholders, has a significant stake in the Company. The directors must not to allow this to compromise or
override their independent judgement, especially in the context of acting fairly as between members of the
Company.
In the event a conflict of interest should arise, each individual so conflicted is required to disclose the conflict
in accordance with the Company’s Articles of Association in order that it can be considered and approved if
appropriate. No director may vote on any matter in which he or she may be deemed to be interested.
On an ongoing basis, each director is responsible for informing the Company Secretary of any new actual or
potential conflicts that may arise or if there are any changes in circumstances that may affect an authorisation
previously given. Even when provided with authorisation, a director is not absolved from his or her statutory
duties.
Board Committees
The Board of Directors has two standing committees:
Audit Committee
Nomination & Remuneration Committee
The Company Secretary is Secretary to each Committee and attends all meetings.
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
10
The Board considers that each of the Committees has an appropriate balance of skills, experience,
independence and knowledge of the Company to enable them to discharge their respective duties and
responsibilities effectively.
The Corporate Governance Committee and a Health & Safety Committee were dissolved in July 2018 as the
size of the Board and the extent of operations did not warrant their continuance.
Audit Committee
The Audit Committee meets at appropriate times in the reporting and audit cycle, and otherwise as required.
It is responsible for nominating the external auditor recommending to the Board the auditor’s compensation,
overseeing the work of the auditor, and approving any proposals for non-audit services. The Audit Committee
is also responsible for reviewing public announcements relating to the Company’s profit or loss or cash flow,
satisfying itself of the adequacy of procedures for the release of financial information, and ensuring the
maintenance of appropriate and proportionate procedures for addressing matters relating to accounting,
internal financial controls and auditing matters.
It is the Board of Directors’ conclusion that each of the members of the Audit Committee has an understanding
of the accounting principles used by the Company to prepare its financial statements, the ability to assess the
general application of such accounting principles in connection with the accounting for estimates, accruals and
reserves, and experience in evaluating financial statements that present a breadth and level of complexity of
accounting issues generally comparable to the breadth and complexity of issues that can reasonably be
expected to be raised by the Company's financial statements.
The Audit Committee is currently composed of two members, being James Cable and Chris Gordon, each of
whom is an independent non-executive director and each of whom is deemed financially literate. Mr Cable
serves as Chair of the Audit Committee.
Nomination & Remuneration Committee
The Nomination & Remuneration Committee meets at least once each year, and otherwise as required. It is
responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as
and when they arise, having due regard for the structure, size and composition of the Board together with the
skills, knowledge, experience and diversity of both the Board and the individual. Additionally, the Nomination
& Remuneration Committee is responsible for reviewing the results of any board effectiveness review that
relates to the composition of the board.
The scale and structure of the remuneration and compensation packages for the directors is set taking into
account time commitment, comparatives, and risks and responsibilities, to ensure that the amount of
compensation adequately reflects the
individual’s previous performance, achievements, experience,
responsibilities and the risks of the office or position held, and in the context of the Company’s risk profile, to
ensure they do not encourage excessive risk taking.
The Nomination & Remuneration Committee is currently composed of two members, being James Cable and
Chris Gordon, each of whom is an independent non-executive director.
James Cable serves as Chair of the Nomination & Remuneration Committee.
Nomination & Remuneration Committee report
Overview
The Nomination & Remuneration Committee (“N&R Committee”) makes recommendations to the Board as to
the appropriate structure, size and composition (including the skills, knowledge, experience and diversity) of
the Board and is responsible for identifying and nominating suitable candidates to fill Board vacancies.
The N&R Committee is also responsible for recommending the remuneration policy to the Board, determining
the remuneration of the directors and senior executives, ensuring that remuneration is reported correctly, and
reviewing the results of any assessment of the effectiveness of the Board.
The N&R Committee meets as required each year to review the performance of the executive directors and to
determine their respective compensation.
The N&R Committee is governed by terms of reference, which are available on the Company’s website at
www.alienmetals.uk. The N&R Committee’s terms of reference require it to review its own terms of reference
once a year; they were last amended on 28 September 2018.
During the year, Dennis Edmonds was appointed as Executive Chair of the Company and Chris Gordon joined
the Board as an independent non-executive director. Anthony Williams and James Williams resigned as
11
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Executive Chair and CEO, respectively, in May 2018. Thomas Bailey and James Crombie resigned as non-
executive directors in June 2018.
Messrs Edmonds and Gordon received a significant award of share options to ensure there was a strong link
between their contribution to the Company and their reward. As their appointments came about at the same
time as the private placing of shares in May 2018, the potential significant investor was consulted as to the
appropriateness of the remuneration structure.
The Board is not aware that the workforce has any particular desire to engage in the discussion of
remuneration policy and how executive remuneration aligns with wider company pay policy. The Board will
make appropriate provision should it appear that this is not the case or the situation changes.
The members of the Nomination & Remuneration Committee have the necessary experience of executive
compensation matters relevant to their responsibilities as members of such a committee by virtue of their
respective professions, contacts within the minerals industry as well as experience in the broader business
community. In addition, each member of the Nomination & Remuneration Committee keeps abreast on a
regular basis of trends and developments affecting executive compensation. Accordingly, it is considered that
the Nomination & Remuneration Committee has sufficient experience and knowledge to set appropriate levels
of compensation. Neither the Company nor the Nomination & Remuneration Committee engaged independent
consultants to evaluate the levels of compensation during the year ended 31 December 2018.
The recommendations of the Nomination & Remuneration Committee are submitted to the independent
members of the Board of Directors for consideration and approval.
Remuneration policy
The Company’s remuneration policy is intended to support the Company’s long-term strategy and sustainable
success in a manner consistent with the Company’s purpose and values, attracting and retaining the highest
quality of directors and senior executives. The pay policy is to:
align the interests of the Board and senior executives with shareholders’
align the interests of the workforce (including the Board and senior executives) with the Company’s
purpose and values,
avoid incentivising excessive risk taking by the Board and senior executives,
be proportionate to the contribution of the individuals concerned, and to
be sensitive to pay and employment conditions elsewhere in the group.
The remuneration policy does not require post-employment shareholding requirements. Share options
ordinarily lapse upon the resignation of the option holder.
The scale and structure of the remuneration and compensation packages of directors is set taking into account
time commitment, comparatives, risks and responsibilities, to ensure that the amount of compensation
adequately reflects the individual’s previous performance, achievements, experience, responsibilities and risks
of the office or position held, and in the context of the Company’s risk profile, to ensure they do not
encourage excessive risk taking on the part of the recipient of such compensation.
As the Company is at an early stage of development, the use of traditional performance standards, such as
corporate profitability, is not considered by the Nomination & Remuneration Committee to be appropriate in
the evaluation of corporate or directors’ performance. Discretionary bonuses may be paid to aid staff
retention and reward performance.
The Board considers that the remuneration policy has operated as intended in terms of company performance
and quantum.
The Company provides executive directors with base salaries which represent their minimum compensation for
services rendered during the financial year. The base salaries of directors and senior executives depend on the
scope of their experience, responsibilities, and performance.
The N&R Committee has considered the risk implications of the Company’s compensation policies and
practices and has concluded that there is no appreciable risk associated with such policies and practices since
such policies and practices do not have the potential of encouraging an executive officer or other applicable
individual to take on any undue risk or to otherwise expose the Company to inappropriate or excessive risks.
Furthermore, although the Company does not have in place any specific prohibitions preventing executives
from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or
units of exchange funds that are designed to hedge or offset a decrease in market value of options or other
equity securities of the Company granted in compensation or held directly or indirectly, by the director, the
Company is unaware of the purchase of any such financial instruments by any director.
12
The Company does not anticipate making any significant changes to its compensation policies and practices
during 2019.
Share Option Plan and Option-Based Awards
All share options granted under the Company’s Unapproved option plan as amended and restated effective as
of 1 December 2006 have now lapsed and no further share options will be awarded under this plan.
The Company currently has in place an EMI share option plan (the “Approved Plan”) which was adopted by the
Board on 3 February 2017, and which provides for the award of share options under HMRC’s approved
Enterprise Management Incentive scheme, the HMRC approved Company Share Option Plan, as well as (for
awards which are not eligible under either of the Enterprise Management Incentive scheme or the Company
Share Option Plan rules), Unapproved share options.
In February 2017, the Board resolved that no further options would be granted under the Unapproved Plan and
succeeded it with the Approved Plan.
Share options are approved by the Board of Directors on the recommendation of the Nomination &
Remuneration Committee. Option awards are reviewed periodically, take into account previous option grants,
changes in executive positions and overall contribution to the Company.
The Approved Plan provides that the maximum number of shares which may be reserved and set aside for issue
under it, is 10% of the Company’s issued share capital at the date of grant. The aggregate number of shares
which may be reserved for issuance to any one person under the Share Option Plan and which are subject to
outstanding options granted under a prior plan, must not exceed 5% of the issued shares (determined at the
date the option was granted), in a 12 month period.
The Company’s non-executive directors participate in the Unapproved Plan because the Board considers that
the holding of options helps align the interests of the non-executive directors with shareholders by
incentivising their decision making with a view to providing growth in the Company’s share price. The
Company’s long term success will be dependent upon raising additional finance in future; aligning the interests
of all directors and senior executives with shareholders incentivises all concerned to achieve the best possible
price for such placings and to minimise undue dilution of interests.
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
13
Summary Compensation Table
The following table sets forth the compensation awarded, paid to or earned by each director during 2018,
rounded to the nearest US$1,000.
All figures in US$
Director and position
A. J. Williams
Executive Chair
J. T. Williams
Chief Executive
T. A. Bailey
Non-Executive Director
J. S. Cable
Non-Executive Director
J. A. Crombie
Non-Executive Director
D. V. Edmonds
Executive Chair
C. C. Gordon
Non-Executive Director
Appointed /
Resigned
Resigned
15 May 2018
Resigned
15 May 2018
Resigned
30 June 2018
Resigned
30 June 2018
Appointed
15 May 2018
Appointed
15 May 2018
Base
Salary /
Fees
166,000
406,000
25,000
34,000
25,000
2018
Option
based
awards
Base
Salary /
Fees
2017
Option
based
awards
Total
Total
-
-
-
-
-
166,000
116,000
17,000
133,000
405,000
283,000
17,000
300,000
25,000
32,000
3,000
35,000
34,000
32,000
3,000
35,000
25,000
32,000
3,000
35,000
21,000
58,000
79,000
21,000
-
21,000
-
-
-
-
-
-
Notes:
(1)
(2)
(3)
Salaries are paid in pounds sterling and translated to US dollars based on the average £:$ foreign
exchange rate for each respective year (2018: 1.3436; 2017: 1.2882).
The fair value of options granted is calculated using the Black-Scholes model as this model is
widely accepted as an industry standard and is considered to provide the best estimation of
value.
During the year ended 31 December 2018, $114,000 (£93,000) of wages and salaries was satisfied
by the issue of 37,200,000 (2017: 4,787,493) common shares in the Company.
Outstanding Option-based Awards
The following table sets out all share options outstanding at 31 December 2018 for each of the Company’s
directors:
Name
D. V. Edmonds
Number of securities
underlying unexercised
options
Option
exercise
price
Option
expiration date
17,142,373
£0.0025
14 May 2023
C. C. Gordon
17,142,373
£0.0025
14 May 2023
J. S. Cable
500,000
£0.01
9 February 2022
Value of unexercised
in-the-money options
($)
-
-
-
-
-
-
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
14
Appointment of new directors and succession planning
The N&R Committee recognises that an effective board comprises a range and balance of skills, experience,
knowledge, gender and independence, with individuals that are prepared to challenge each other whilst
working as a team, which requires a range of personal attributes, including character, intellect, sound
judgement, honesty and courage.
The Board and its advisers have significant experience in the mining sector and from that, a strong network of
individuals working in the sector.
Given this experience and network, the Board does not consider it necessary to openly advertise positions or,
generally, to use executive search consultants, however, in the event the N&R Committee is unsatisfied with
the suitability of candidates which have been presented from the identification process, an executive search
agency would be appointed. The Company usually has very limited need for the service of executive search
agencies and therefore does not maintain a relationship with any one particular firm.
In the first instance, the N&R Committee, in consultation with the Chair, identify the Board’s needs, and
potential candidates believed to have the right blend of attributes to complement the Board, are identified
and shortlisted from this broad network.
For key appointments, such as the appointment of the Chair, a representative from the Board may discuss the
proposed appointment with significant investors.
Once a suitable candidate has been identified, the Company’s Nominated Advisor carries out searches to
provide assurance of their suitability.
Diversity and inclusion
There are many forms of diversity in the workplace: age, gender, race, national or ethnic origin, religion,
language, political beliefs, sexual orientation and physical ability, as well as diversity of perspective arising
from individuals’ skills, experience and working styles providing different perspectives and approaches to
finding solutions.
The present gender balance of senior management is exclusively male; the Board recognises this would benefit
from improved balance, and the N&R Committee is cognisant of this when seeking candidates.
Appointment and removal of directors
The powers of the directors of the Company are determined by its Articles of Association and British Virgin
Islands (“BVI”) legislation, each of which contain rules about the appointment and replacement of directors.
They provide that subject to certain conditions, directors may be appointed by an ordinary resolution of the
members or by a resolution of the directors, provided that, in the latter instance, a director appointed in this
way retires at the first AGM following his or her appointment.
The Company’s Articles of Association also provide that directors should normally be subject to re-election at
the AGM at intervals of three years although directors may volunteer to stand for re-election annually.
A director may cease to be a director:
• By special resolution of the members approved by 75% of the shareholders entitled to vote
• By resolution of the directors
•
•
If he resigns
If he ceases to meet the eligibility requirements under the BVI Companies Act.
Where any director resigns and has concerns about the operation of the board or the management of the
company, they are asked to provide a written statement to the Chair to circulate to the Board.
Board assessments
The Chair continuously considers the performance of the Board, its committees and of individual directors, and
provides feedback when appropriate. Similarly, the Chair invites feedback in the same manner from the Non-
Executive Directors and the Company Secretary. The Nomination & Remuneration Committee consider the
time and cost involved in carrying out a formal process, especially one that is externally facilitated, cannot be
justified for the Company at this stage in its development.
The Nomination & Remuneration Committee acknowledges the merits in carrying out formal board evaluations
and will monitor the continuing suitability of this stance as the Company grows in size.
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
15
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Audit committee report
Overview
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors.
The Company’s management has the primary responsibility for the financial statements, for maintaining
effective internal control over financial reporting, and for assessing the effectiveness of internal control over
financial reporting. In fulfilling its oversight responsibilities, the Committee reviewed and discussed the
audited consolidated financial statements and the notes to them, as set out on pages 28 to 50 of this annual
report, with Company management, including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the
financial statements.
The Committee is governed by terms of reference, which are available on the Company’s website at
www.alienmetals.uk. The Audit Committee’s terms of reference require it to review its own terms of
reference once a year; they were last amended on 28 September 2018.
Independence of the external auditor
PKF (UK) LLP (“PKF”) had acted as the Company’s auditor since 2006; in 2013, BDO LLP and PKF undertook a
merger, from which BDO LLP continued as the Company’s auditor. PKF had therefore held the role of auditor
for seven years and BDO has inherited the account and continued for a further five years, giving an aggregate
of 12 years. In 2018, the Board appointed RSM UK Audit LLP as the Company’s Auditor.
The independence of the auditor is considered by the Audit Committee each year. In assessing the auditor’s
independence, the Audit Committee consider:
Ratio of audit fees to non-audit fees
Length of tenure
Whether there are any known material relationships between the Company, its directors and senior
executives, and the audit firm, its partners, and the audit team
Application of constructive challenge and professional scepticism
Audit and non-audit fees are disclosed in note 4 to the financial statements, on page 40.
The Audit Committee considers the nature and value (in the context of the audit fee) of any non-audit services
on the auditor’s independence, and is required to give its prior approval of any such non-audit services.
Effectiveness of the external audit process
In considering the effectiveness of the external audit process, the Audit Committee consider:
Effectiveness of the audit plan, its delivery and execution
Knowledge and experience of the audit team
Robustness of the audit
Internal audit function
The Audit Committee considers annually whether there is a need for an internal audit function and makes a
recommendation to the Board if a change is considered to be appropriate. The Company’s operations are small
in scale, the organisational structure is flat, and the cost of an internal audit function is not justified at
present.
Risk management
The financing, exploration, development and mining of any of the Company’s properties is subject to a number
of factors including the price of copper, silver, gold, lead and zinc, laws and regulations, political conditions,
currency fluctuations, environmental regulations, hiring and retaining qualified people and obtaining necessary
services in jurisdictions where the Company operates.
The Board periodically carries out robust assessments of the emerging and principal risks facing the Company
including those that would threaten its business model, future performance, solvency or liquidity. The
assessment includes a review of all material controls including those which are related to finance, operations
and compliance.
The Audit Committee is responsible for monitoring the effectiveness of the Company’s risk management and
internal control systems, and reports to the Board as required.
Alien Metals operates with a small team of key personnel and with open lines of internal communication.
Where new risks are identified, these are reported to the Company Secretary or the CEO. Where practicable, a
16
method of mitigation is determined, and the risk together with any form of mitigation is presented to the
Board for discussion.
The following is a brief discussion of those distinctive or special characteristics of the Company’s operations
and industry which may have a material impact, or constitute risk factors in respect of the Company’s future
financial performance.
Principal risks and uncertainties
Key risks
Description of risk
Mitigating factors
Strategic risks
Exploration and
development
and
acquisitions
future
No reserves or
resources
and
risks
incidental
The Company's operations are subject to all of the
hazards
exploration,
development, and the production of minerals, including
damage to life or property, environmental damage and
legal liability for damage, which could have a material
adverse impact on the business and its financial
performance.
to
The Company intends to acquire additional mining
concessions in Mexico or elsewhere in the world.
The Company may be unable to obtain suitable mining
concessions at competitive prices.
Any exploration programme entails risks relating to the
location of economic ore bodies, the development of
appropriate metallurgical processes, the receipt of
necessary governmental permits and the construction of
mining and processing facilities.
In the event that Company’s portfolio of mining
concessions are deemed by management not to warrant
further exploration and the Company is unsuccessful in
acquiring suitable new projects, the Company will have
no exploration or development projects to pursue.
The Company does not hold any concessions in respect
of which reserves or resource estimates have been
established that comply with Canadian Institute of
Mining, Metallurgy and Petroleum (“CIM”) Standards
and Guidelines or other similar recognised industry
standards.
No assurance can be given that any exploration
programme will result in any new commercial mining
operation or in the discovery of new resources.
concessions
Our mineral
are
evaluated carefully by qualified
geologists,
independent
and
advisors are engaged as and when
appropriate.
The management
has
significant experience operating in
Mexico.
team
The Company has had significant
success in the past at delineating
mineral resources in accordance
with NI 43-101.
17
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Key risks
Description of risk
Mitigating factors
Strategic risks
Mineral
concessions and
titles risks
In relation to mining concessions over which the
Company holds legal rights, if the Company fails to
fulfil the specific terms of any of its concessions or
operates in the concession areas in a manner that
violates Mexican law, regulators may impose fines,
suspend or revoke the concessions, any of which could
have a material adverse effect on the Company's
operations and proposed operations.
Ownership of the mineral concessions has been
transferred from the Company’s former operating
subsidiary Arian Silver de Mexico SA de CV (“ASM”) to
its new operating subsidiary, Compañía Minera Estrella
de Plata SA de CV (“CMEP”). Whilst the Company has
previously received legal opinions in respect of title of
ASM to its properties there is no guarantee that title to
such properties will not be challenged or impugned by
third parties. The Company’s concessions could be
subject to prior unregistered agreements, transfers or
other claims and title could be affected by unidentified
or unknown defects or government actions. A formal
legal opinion has not been obtained as to the legal title
of CMEP to the mineral concessions.
The mineral concessions have been
held by the Company’s former
for
operating
several
legal
challenge.
subsidiary ASM
years without
Company’s
mineral
The
concessions have been registered
in the name of CMEP and no
contest or objection was received.
Prior to entering into agreements
relating to mineral concessions,
formal searches and reviews of
legal
are
documentation
conducted to provide evidence of
the legal owner.
successful
The sale of the Calicanto project
was
a
diligence
comprehensive
programme.
following
due
Key risks
Description of risk
Mitigating factors
The Company has an experienced
board and management team with
significant experience in financing
mining activities.
The Company has been successful
in raising funds in the past and it is
our intention to raise additional
funds in future to support the
ongoing development
the
business.
of
It is expected that the Company
will raise sufficient funds from
investors to fund its future growth,
exploration, development, and
operating costs.
Failure to obtain sufficient financing for any projects
would result in a delay or indefinite postponement of
exploration, development or production on properties
covered by the Company's concessions or even the loss
of a concession.
Additional financing might not be available when
needed, or if available, the terms of such financing
might not be favourable to the Company and could
involve substantial dilution to shareholders. In the
absence of adequate funding or cost reductions, the
Company may not be able to continue as a going
concern.
The Company’s approach to managing liquidity risk is to
ensure that it will have sufficient liquidity to meet
liabilities when due. As at 31 December 2018, the
Company had cash of $298k to settle accounts payable
of $74k. The Company’s accounts payable have
contractual maturities of less than 30 days and are
subject to normal trade terms. In the short-term,
liabilities will be funded by cash.
Although the Company has been successful in the past
in raising equity finance, there can be no assurance
that the funding required by the Group will be made
available to it when needed or, if such funding were to
be available, that it would be offered on reasonable
terms. The terms of such financing might not be
favourable to the Group and might involve substantial
dilution to existing shareholders.
Financial risks
Requirement of
additional
financing
Liquidity risk
18
Key risks
Description of risk
Mitigating factors
Financial risks
Capital
management
risk
Price risk
Foreign
currency risk
Credit risk
Investment risk
The Group’s objective when managing capital is to
safeguard the Group’s ability to continue as a going
concern and have access to adequate funding for its
exploration and development projects, so that it can
provide returns for shareholders and benefits for other
stakeholders. The Group manages the capital structure
and makes adjustments in the light of changes in
economic conditions and risk characteristics of the
underlying assets.
The price risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate
because of changes in market prices, whether those
changes are caused by factors specific to the individual
financial instrument or its issuer, or factors affecting all
similar financial instruments in the market.
The Company’s exploration expenditure is made in
Mexican pesos or US dollars and head office expenses
are predominantly made in the UK in pounds sterling.
The Company is therefore exposed to the movement in
exchange rates for these currencies.
At the year end the majority of the Company’s cash
resources were held in GBP. The Company therefore
also has downside exposure to any weakening of pound
sterling against the US dollar as this would increase
expenses
in US dollar terms and accelerate the
depletion of the Company’s cash resources. Any
strengthening of pound sterling or the Mexican peso
against the US dollar would, however, result in a
reduction in expenses in US dollar terms and preserve
the Company’s cash resources.
In addition, any movements in pounds sterling or
Mexican peso would affect the presentation of the
consolidated statement of financial position when the
net assets of the Mexican subsidiary and parent
company in the UK are translated from their functional
currencies into US dollars.
The Company’s credit risk is primarily attributable to
cash and the financial stability of the institutions
holding it.
The Group’s maximum exposure to credit risk is
attributable to cash. The credit risk on cash is limited
because the Group invests its cash in deposits with well
capitalised financial institutions with strong credit
ratings.
The Company may from time to time hold shares in
other mining companies, such as SGL UK. There is not
always a liquid market for the shares in companies such
as SGL UK companies and so it may not always be
possible to sell such shares at the optimum time or
price.
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
In order to maintain or adjust the
capital structure the Group may
issue new shares, acquire debt, or
sell assets. Management regularly
reviews cash flow forecasts to
determine whether the Group has
sufficient cash reserves to meet
capital
working
future
and
requirements
take
advantage
business
of
opportunities.
The Company does not currently
have any financial instruments in
issue other than share options and
warrants.
to
The Company does not hedge its
exposure to price risk.
The Company does not currently
hedge foreign exchange risk.
There is not considered to be any
material exposure in respect of
other monetary
and
liabilities of the Group.
assets
The Company invests its cash in
deposits with well-capitalised
financial institutions with strong
credit ratings.
The Company has previously been
successful in realising value from
investments.
19
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Key risks
Description of risk
Mitigating factors
External risks
Metals prices
The Company’s ability to obtain further financing will
depend in part on the price of commodity prices,
including copper, silver, lead and zinc, and the
industry’s perception of its future price. The Company's
resources and financial results of operations will also be
affected by fluctuations in metal prices over which the
Company has no control. A reduction in the metal
prices could prevent the Company’s properties from
being economically mined or result in curtailment of
existing production activities or
the
impairment and write-off of assets.
result
in
It is an accepted risk that the
Company’s performance will be
impacted by the price of metals.
The Board
and management
believe the price of precious
metals in particular, will increase
in the long term.
The Company does not hedge its
exposure to metals prices.
The price of commodities, which
is affected by
numerous factors including inflation levels, fluctuations
in the US dollar and other currencies, supply and
demand and political and economic conditions, could
have a significant influence on the market price of the
Company’s common shares.
Key risks
Description of risk
Mitigating factors
The Company relies on contractors to implement
exploration and development programmes. The failure
of a contractor or key service provider to perform
properly its services to the Company could delay or
inconvenience the Company’s operations, and have a
materially adverse effect on the Company.
The Company has operated
in
Zacatecas in Mexico, for several
years and has well-established and
trusted relationships with various
contractors.
and
significant
Certain of the Company’s directors
have
recent
experience operating
in other
global jurisdictions, which may
help identify reliable contractors.
The Board has established a
Nomination
Remuneration
Committee which is responsible for
succession planning
considering
and ensuring
is
remuneration
sufficient to attract and retain
staff of a the necessary calibre.
&
The Company's business is dependent on retaining the
services of a small number of key personnel of the
appropriate calibre as the business develops. The
Company has entered into employment agreements
with certain key managers. The success of the Company
is, and will continue to be to a significant extent,
dependent on the expertise and experience of the
directors and senior management. The loss of one or
more of these individuals could have a materially
adverse effect on the Company. The Company does not
currently have any insurance in place with respect to
key personnel.
Operational risks
Reliance on
contractors
Key personnel
20
Key risks
Description of risk
Mitigating factors
The Company has an experienced
board and management team with
an awareness and knowledge of
these types of risk.
Concessions
evaluated
are
carefully prior to their acquisition
for
and
consultants are engaged to advise
on specific risks when appropriate.
environmental
risks
The Company has an excellent
track record on environmental
matters.
believe
directors
The
the
government of Mexico supports the
development of natural resources
by foreign operators.
Operational risks
Environmental
factors
The Company's operations are subject to environmental
regulation in the jurisdictions in which it operates. Such
regulation covers a wide variety of matters including,
without limitation, prevention of waste, pollution and
protection of the environment, labour regulations and
health and safety. The Company might also be subject
under such regulations to clean-up costs and liability for
toxic or hazardous substances, which might exist on or
under any of the properties covered by its concessions,
or which might be produced as a result of its
operations.
If the Company does not comply with environmental
regulations or does not file environmental impact
statements in relation to each of its concessions, it
might be subject to penalties, its operations might be
suspended, closed and/or its concessions may be
revoked.
Environmental legislation and permit requirements are
likely to evolve in a manner which will require stricter
fines and
standards and enforcement,
penalties
stringent
environmental assessments of proposed projects and a
heightened degree of responsibility for companies and
their directors and employees.
increased
non-compliance, more
for
Political risk
challenging
and/or more
The Company's activities could be subject to prolonged
disruptions due to weather conditions depending on the
location of operations in which the Company has
interests.
The Company is conducting its exploration activities in
the Mexico. The Company may be adversely affected by
changes in economic, political, judicial, administrative
or other regulatory factors such as taxation in Mexico,
where the Company operates and holds its major
assets. Mexico may have a more volatile political
environment
trading
conditions than in some other parts of the world. There
is no assurance that future political and economic
conditions in Mexico will not result in the government
of Mexico adopting different policies in respect of
foreign development and ownership of mineral
resources. Any such changes in policy may result in
changes in laws affecting ownership of assets, taxation,
rates of exchange, environmental protection, labour
relations, and repatriation of income and return of
capital. These changes may affect both the Company's
ability to undertake exploration and development
activities in respect of future properties in the manner
currently contemplated, as well as its ability to
continue to explore and develop those properties, in
respect of which it has obtained exploration and
development rights to date.
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
21
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Key risks
Description of risk
Mitigating factors
Operational risks
Payment
obligations
Regulatory
approvals
Competition
Conflicts of
interest
from
various
and permits
Under the mineral property concessions and certain
other contractual agreements to which a member of
the Group is, or may in the future become, a party, any
such company is, or may become, subject to payment
and other obligations. If such obligations are not
complied with when due, in addition to any other
remedies which may be available to other parties, this
could result in dilution or forfeiture of interests held by
such companies.
The operations of the Company require approvals,
licenses
regulatory
authorities, governmental and otherwise. There can be
no guarantee that the Company will be able to obtain
or maintain all necessary approvals, licenses and
permits that may be required to explore and develop its
various projects and/or commence construction or
operation of mining facilities that economically justify
the cost.
The Company competes with numerous other companies
and individuals in the search for and acquisition of
mineral claims, leases and other mineral interests, as
well as for the recruitment and retention of qualified
employees. There is significant competition for the
silver and other precious metals opportunities available
and, as a result, the Company may be unable to acquire
further mineral concessions on terms it considers
acceptable.
Certain directors and officers of the Company also serve
as directors and/or officers of other companies involved
in mineral exploration
and
consequently there is the potential for conflicts of
interest. The Company expects that any such director
or officer shall disclose such interest in accordance with
its articles of association or his contractual obligations
to the Company and any decision made by any of such
directors and officers involving the Company will be
made in accordance with their duties and obligations to
deal fairly and in good faith with a view to the best
interests of the Company and its shareholders.
and development
The directors have in place a
internal controls to
system of
ensure any payment obligations
are complied with.
The Company has
significant
experience in operating in Mexico
and believes that the Company
holds or will obtain all necessary
licenses and permits
approvals,
and
under
its
regulations
current projects.
applicable
in
respect of
laws
The Company and its management
team have significant experience
in mining operations in Mexico.
Through
and
relationships
Mexico,
counterparties may consider the
Company to have lower transaction
risk than its competitors.
experience
its
in
Articles
Company’s
The
of
Association have been adopted by
shareholders and any conflicts of
in
interest
accordance with the rules set out
therein.
dealt with
are
In the event of a conflict of
interests, the conflicted director
shall not vote on the relevant
matter.
Viability statement and going concern
The Board has assessed the prospects of the Group over a period of 12 months from the date of approval of
these financial statements, involving a review of the Group’s forecast prepared for the year ending 31
December 2019 and taking account of the Board’s intentions for future activities after that date. As explained
further in note 2(C), taking account of the Group’s current position and principal risks, over a 12 month
period, the Board has a reasonable expectation that the Group will be able to continue in operation and meet
its liabilities as they fall due over that period albeit additional funding will be required to enable the Group to
meet all of its objectives. The raising of additional funding is fundamental to the future success of the
business and therefore gives rise to a material uncertainty, although the Board notes the Group’s successful
track record in having raised finance in the past as necessary to meet the Group’s ongoing cash requirements.
The Board considers this period of assessment to be appropriate because it contextualises the Group’s
financial position, business model and strategy.
22
Financial statements
Directors responsibilities statement
The directors are responsible for preparing the annual report and financial statements and have prepared the
Group financial statements in accordance with International Financial Reporting Standards in order to give a
true and fair view of the state of affairs of the Group and of its profit or loss for that period, in accordance
with the rules of the London Stock Exchange for companies trading securities on AIM.
In preparing these financial statements the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether they have been prepared in accordance with IFRSs, subject to any material departures
disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Company and the Group will continue in business.
The directors are responsible for keeping records that are sufficient to show and explain the Group and
Company’s transactions and will, at any time, enable the financial position of the Group and Company to be
determined with reasonable accuracy. They are also responsible for safeguarding the assets of the Company
and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company's website. Legislation in the British Virgin Islands governing the preparation and
dissemination of the Company’s financial statements and other information included in the annual reports may
differ from legislation in other jurisdictions.
The directors consider this Annual report and accounts, taken as a whole, is fair, balanced, understandable,
and provides the information necessary for shareholders to assess the company’s position, performance,
business model and strategy.
23
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
Non-statutory Independent Auditor’s Report To The Directors of Alien Metals
LTD (Formerly Arian Silver Corporation)
Opinion
In accordance with our letter of engagement dated 12 September 2018, we have audited the non-statutory
group financial statements of Alien Metals Ltd (formerly Arian Silver Corporation) (the ‘parent company’) and
its subsidiaries (the ‘group’) for the year ended 31 December 2018 which comprise the consolidated statement
of comprehensive income, the consolidated statement of financial position, the consolidated statement of
cash flow, the consolidated statement of changes in equity and notes to the non-statutory group financial
statements, including a summary of significant accounting policies. The financial reporting framework that
has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs)
as adopted by the European Union.
In our opinion the non-statutory group financial statements:
give a true and fair view of the state of the group’s affairs as at 31 December 2018 and of the group’s
loss for the year then ended;
have been properly prepared in accordance with IFRSs as adopted by the European Union; and
have been prepared in accordance with the requirements of the British Virgin Islands Business
Companies Act 2004.
Basis for opinion
We conducted our non-statutory audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the non-statutory financial statements section of our non-statutory report. We
are independent of the group and the parent company in accordance with the ethical requirements that are
relevant to our audit of the non-statutory group financial statements in the UK, including the FRC’s Ethical
Standard as applied to SME listed entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to principal risks, going concern and viability statement
We have nothing to report in respect of the following information in the annual report, in relation to which the
ISAs (UK) require us to report to you whether we have anything material to add or draw attention to:
the disclosures in the annual report set out on pages 17 to 22 that describe the principal risks and explain
how they are being managed or mitigated;
the directors’ confirmation set out on page 16 in the annual report that they have carried out a robust
assessment of the principal risks facing the group, including those that would threaten its business model,
future performance, solvency or liquidity; or
whether the directors’ statement relating to going concern, required under provisions 30 and 31 of the UK
Corporate Governance Code 2018, is materially inconsistent with our knowledge obtained in the audit.
Material uncertainty related to going concern and longer term viability
We draw attention to note 2(C) in the financial statements, which indicates that the group will need to raise
additional finance in order to continue with its exploration programmes and to meet its recurring expenditure,
and that, although the group has been successful in the past in raising additional finance, there can be no
assurance that the funding required by the group will be made available to it when needed or, if such funding
were to be available, that it would be offered on reasonable terms.
As stated in note 2(C), these conditions, along with the other matters as set forth in note 2(C), indicate that a
material uncertainty exists that may cast significant doubt over the group’s ability to continue as a going
concern for a period of at least twelve months from the date when the financial statements are authorised for
issue and significant doubt over the group’s longer term ability to continue in operation and meet its liabilities
as they fall due over the period of their viability assessment on page 22. Our opinion is not modified in respect
of this matter.
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
24
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. In addition to the matter described in the Material uncertainty related to going concern
section we have determined the matters described below to be the key audit matters to be communicated in
our report.
Existence, ownership and impairment of intangible assets
Intangible assets comprise exploration assets, being accumulated licence acquisition costs and subsequent
capitalised expenditure on those concessions. These are carried at $263,000 (see note 9) and form a significant
part of the group’s gross and net assets. As these are the group’s primary assets, the continued existence and
ownership of these assets is a key audit matter. Additionally, management is required, by IFRS 6, to consider
whether there are any impairment indicators which may suggest that the exploration costs will not be
recoverable. Such indicators include the expiry or potential non-renewal of licences, absence of planned or
budgeted expenditure on further exploration, the discontinuance of exploration activities in a specific area
consequent on the non-discovery of commercially viable minerals, or data which indicates that the carrying
amount of the asset is unlikely to be recovered in full from development or sale of the asset.
Our response to this key audit matter included:
confirming the existence and ownership of key licences by reference to publicly available
information;
confirming that the group had complied with the minimum expenditure requirements during the year;
reviewing the directors’ consideration of impairment indicators and comparing this to other
information available to us, including RNS announcements, past expenditure and management’s plans
and budgets;
reviewing any third party expert reports in relation to the concessions and their future viability; and
reviewing the disclosures made in the financial statements.
Carrying value of financial asset investments
The group holds an investment in the shares of an unlisted company, Siberian Goldfields Limited, which is
carried at fair value through other comprehensive income in accordance with the requirements of IFRS 9. The
carrying value at 31 December 2018 was $78,000 (see note 17). As the measurement of fair value of a small
equity holding in an unlisted company requires, in the absence of a readily observable market price, the
application of judgement and use of estimates, the valuation is considered to be a key audit matter.
Our response to this key audit matter included:
confirming the number of shares held, and the total issued shares of the investee entity;
reviewing the valuation adopted by management, and challenging the assumptions made;
reviewing the publicly available information on valuations adopted by other investors in the shares
and comparing this to the group’s valuation;
reviewing correspondence between the group and the management of Siberian Goldfields Limited for
evidence of factors which may affect the valuation of the shares;
discussions with management and review of press comment that there have been no events following
the year end which might impact the carrying value.
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature,
timing and extent of our audit procedures. When evaluating whether the effects of misstatements, both
individually and on the financial statements as a whole, could reasonably influence the economic decisions of
the users we take into account the qualitative nature and the size of the misstatements.
During planning, materiality for the group statements as a whole was calculated as $30,000, which was not
significantly changed during the course of our audit.
We agreed with the audit committee that we would report to them all unadjusted differences in excess of
$1,000, as well as differences below that threshold that, in our view, warranted reporting on qualitative
grounds.
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
25
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
An overview of the scope of our audit
The Group comprises the parent undertaking, incorporated in the British Virgin Islands, its principal operating
subsidiary, Compania Minera Estrella de Plata S.A de C.V. and five non-trading or intermediate holding
companies, all registered in England. A full scope audit to group materiality levels was performed on the
parent undertaking and Compania Minera Estrella de Plata S.A de C.V. This resulted in 100% coverage of
consolidated expenditures and 100% of the group’s gross and net assets.
Other information
The other information comprises the information included in the annual report, other than the non-statutory
group financial statements and our non-statutory auditor’s report thereon. The directors are responsible for
the other information. Our non-statutory opinion on the non-statutory group financial statements does not
cover the other information and, accordingly, we do not express an audit opinion or any form of assurance
conclusion thereon.
In connection with our audit of the non-statutory group financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with the
non-statutory group financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether there is a material misstatement in the non-statutory group financial
statements or a material misstatement of the other information. 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.
In this context, we have a responsibility to specifically address the following items in the other information
and to report as uncorrected material misstatements of the other information where we conclude that those
items meet the following conditions:
Fair, balanced and understandable set out on page 23 – the statement given by the directors that they
consider the annual report and financial statements taken as a whole is fair, balanced and understandable
and provides the information necessary for shareholders to assess the group’s performance, business
model and strategy, is materially inconsistent with our knowledge obtained in the audit; or
Audit committee reporting set out on page 16 – the section describing the work of the audit committee
does not appropriately address matters communicated by us to the audit committee; or
Directors’ statement of compliance with the UK Corporate Governance Code set out on page 6 –
whether the directors’ statement relating to going concern, required under provisions 30 and 31 of the UK
Corporate Governance Code 2018, is materially inconsistent with our knowledge obtained in the audit
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 23, the directors are
responsible for the preparation of the non-statutory group financial statements and for being satisfied that
they give a true and fair view, and for such internal control as the directors determine is necessary to enable
the preparation of non-statutory group financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the non-statutory group financial statements, the directors are responsible for assessing the
group’s ability 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 non-statutory group financial statements
Our objectives are to obtain reasonable assurance about whether the non-statutory group financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue a non-statutory
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 ISAs (UK) 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 these non-statutory group financial statements.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
26
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, including the FRC’s Ethical Standard as applied to SME
listed entities, and communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Use of our report
This non-statutory report is made solely to the company’s directors for their confidential use, in accordance
with our letter of engagement dated 12 September 2018. Our non-statutory audit work has been undertaken
so that we might state to the company’s directors those matters we are engaged to state to them in a non-
statutory auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company and the company’s directors, for our non-statutory
audit work, for this non-statutory report, or for the opinions we have formed.
RSM UK AUDIT LLP
Chartered Accountants
Portland
25 High Street
Crawley
RH10 1BG
Date: 25 June 2019
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
27
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Consolidated statement of comprehensive income
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
Continuing operations
Administrative expenses
Operating loss
Net investment income
Loss for the year before taxation
Tax
Loss for the year attributable to equity shareholders of the
parent
Other comprehensive income that may be reclassified to profit or
loss:
Foreign exchange translation differences recognised directly in
equity
Movement in equity instrument
Other comprehensive income for the year
Total comprehensive income for the year attributable to equity
shareholders of the parent
Basic and diluted loss per share (US cents/share)
Note
2018
2017
4
6
7
17
(1,531)
(1,531)
(2)
(1,533)
-
(1,533)
(1,423)
(1,423)
4
(1,419)
-
(1,419)
(38)
113
(56)
(94)
(1,627)
(129)
(16)
(1,435)
8
(0.3)
(0.5)
The accompanying notes are an integral part of these consolidated financial statements.
28
Consolidated statement of financial position
As at 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
Assets
Financial asset investments
Intangible assets
Property, plant and equipment
Total non-current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity attributable to equity shareholders of the parent
Share capital
Warrant reserve
Share-based payment reserve
Equity investment reserve
Foreign exchange translation reserve
Accumulated losses
Total equity
Liabilities
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
Note
2018
2017
17
9
10
11
12
13
13
13
17
13
15
78
263
3
344
94
298
392
736
53,870
2,183
1,057
(185)
1,903
(58,166)
662
74
74
74
736
143
236
6
385
57
876
933
1,318
52,965
2,166
1,389
-
1,941
(57,228)
1,233
85
85
85
1,318
The financial statements were approved and authorised for issue by the Board of Directors on 25 June 2019
and were signed on its behalf by:
Peter Taylor
Chief Executive Officer
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
The accompanying notes are an integral part of these consolidated financial statements.
29
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Consolidated statement of cash flows
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
Cash flows from operating activities
Loss before tax from continuing operations
Adjustments for non-cash items:
Depreciation
Exchange difference
Net interest receivable
Impairment of financial asset investments
Equity-settled share-based payment transactions
(Increase)/decrease in trade and other receivables
(Decrease) in trade and other payables
Cash used in operating activities
Cash flows from investing activities
Interest received
Proceeds from sale of asset held for sale
Purchase of intangible assets
Acquisition of property, plant and equipment
Cash used in investing activities
Cash flows from financing activities
Proceeds from issue of share capital and warrants
Issue costs
Cash from financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at 1 January
Effect of exchange rate fluctuations on cash held
Cash and cash equivalents at 31 December
Note
2018
2017
(1,533)
(1,548)
10
6
17
11
15
9
10
13
13
12
3
30
-
-
260
(40)
(18)
(1,298)
-
-
(27)
(-)
(27)
813
(16)
797
(528)
876
(50)
298
4
47
(6)
129
56
22
(20)
(1,316)
1
400
(22)
(2)
377
1,558
(156)
1,402
463
416
(3)
876
The accompanying notes are an integral part of these consolidated financial statements.
30
Consolidated statement of changes in equity
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
Share
capital
Warrant
reserve
Share based
payment
reserve
Equity
investment
reserve
Balance: 31 December 2016
Loss for the year
Foreign exchange translation
differences recognised
directly in equity
Movement on equity
investment fair value
Total comprehensive income
Shares and warrants issued for
cash
Share issue costs
Lapse of share options
Share based payment
Balance: 1 January 2018
Loss for the year
Foreign exchange translation
differences recognised
directly in equity
Movement in equity
instrument
Total comprehensive income
Shares issued for cash
Share issue costs
Lapse of share options
Share based payment
Fair value of warrants issued
52,396
-
1,333
-
1,417
-
-
-
-
-
-
-
725
833
(156)
-
-
52,965
-
-
-
-
2,166
-
-
-
-
984
(62)
-
-
(17)
-
-
-
-
-
-
-
17
-
-
-
-
-
(84)
56
1,389
-
-
-
-
-
-
(466)
134
-
-
-
-
(129)
(129)
-
-
-
-
(129)
-
-
(56)
(56)
-
-
-
-
-
Foreign
exchange
translation
reserve
1,828
-
113
-
Accumulated
losses
Total
(55,764)
(1,419)
1,210
(1,419)
w
e
i
v
r
e
v
O
-
-
113
(129)
113
(1,419)
(1,435)
-
-
1,558
-
-
-
1,941
-
-
84
-
(57,099)
(1,533)
(156)
-
56
1,233
(1,533)
(38)
-
(38)
-
(38)
-
-
-
-
-
-
(56)
(1,533)
-
-
466
-
-
(1,627)
984
(62)
-
134
-
Balance: 31 December 2018
53,870
2,183
1,057
(185)
1,903
(58,166)
662
The accompanying notes are an integral part of these consolidated financial statements.
31
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
Reporting entity
1.
Alien Metals Ltd (the “Company”) is a company incorporated in the British Virgin Islands. The consolidated
financial statements for the year ended 31 December 2018 comprise the Company and its subsidiaries
(together referred to as the “Group”).
The Group is primarily involved in the acquisition and development of mineral resource assets.
2.
Basis of preparation
Statement of compliance
(A)
The consolidated financial statements for the year ended 31 December 2018 have been prepared in
accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International
Accounting Standards Board.
The Group has adopted all of the new and revised Standards and Interpretations that are relevant to its
operations and effective for accounting periods beginning 1 January 2018. The adoption of these new and
revised Standards and Interpretations had no material effect on the profit or loss or financial position of the
Group. The Group has not adopted any standards or interpretations in advance of the required implementation
dates.
IFRS 9 Financial Instruments is being adopted for the first time in these financial statements. The
Company applied IFRS 9 retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors. The Company has only one investment, an equity investment into the shares of Siberian
Goldfields Limited (“SGL”), an unlisted company with interests in gold and iron ore deposits in Siberia, Russia.
At 1 January 2018, the investment into SGL shares was carried at fair value under IAS 39 in the amount of
US$142,825. There were no changes to the carrying amount as a result of IFRS 9 adoption. The application of
IFRS 9 has not resulted in restatement of net assets at 1 January 2017 or 31 December 2017. The equity
investments into SGL shares will be held at fair value through other comprehensive income, meaning the
reclassification of gains and losses on disposal and impairment losses is no longer permitted for this category
of asset. Previously, under IAS 39, impairments of such assets were recognised in profit or loss, and gains and
losses accumulated in reserves were reclassified to profit or loss on disposal. A change in value of US$128,865
recognised in 2017 in profit and loss has now been recognised in other comprehensive income following the
adoption of IFRS 9.
IFRS 15 Revenue from contracts with customers was also applied in these financial statements for the first
time. Due to the Group being at pre-revenue stage, the adoption of this standard did not result in any
restatement or re-classifications.
The accounts were approved by the board and authorised for issue on 25 June 2019.
(B)
Future standards and possible effects
New Standards and interpretations
IFRS 16 Leases
IFRIC 23 Uncertainty over Income Tax Treatments
Amendments to Existing Standards
Annual improvements to IFRSs (2015-2017 Cycle)
Amendments to References to the conceptual framework in IFRSs*
Amendment to IFRS 3 Business Combinations*
Amendments to IAS 1 and IAS 8: Definition of Material*
Issued Date
IASB mandatory
effective date1
13-Jan-16
07-Jun-17
12-Dec-17
29-Mar-18
22-Oct-18
31-Oct-18
01-Jan-19
01-Jan-19
01-Jan-19
01-Jan-20
01-Jan-20
01-Jan-20
1 Periods beginning unless noted otherwise.
* Not yet endorsed for use in the EU at the time these accounts were authorised for issue.
The application of the above standards in the future financial statements is not expected to have a material
impact on the financial statements.
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
32
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
2.
Basis of preparation (continued)
Future standards and possible effects (continued)
(B)
Adoption of IFRS 16 will result in the Group recognising right-of-use of assets and lease liabilities for all
contracts that are, or contain, a lease. For leases currently classified as operating leases, under current
accounting requirements the group does not recognise related assets or liabilities, and instead spreads the
lease payments on a straight-line basis over the lease term, disclosing in its annual financial statements the
total commitment, where material. Since the Group currently only has short term (less than 12 months)
operating leases, IFRS 16 will not have a material impact on the results or balance sheet of the Group.
IFRIC 23 clarifies how to recognise and measure current and deferred income tax assets and liabilities when
there is uncertainty over income tax treatments.
Going concern
(C)
The directors regularly review cash flow forecasts to determine whether the Group has sufficient cash reserves
to meet future working capital requirements and discretionary business development opportunities including
exploration activities.
The Group’s assets are at an early stage and in order to meet financing requirements for their development
the Company has raised funds by way of several discrete share placements, which is a common practice for
junior mineral exploration companies.
In addition to the private placings during 2018, in February 2019, the Company issued a £500,000 convertible
loan note, convertible into Common shares in the Company at a price of 0.1 pence per share. As at 18 June
2019, the Company had no outstanding debts under the terms of the convertible loan note, and £300,000
(US$377,190 remained available to draw down at the Company’s discretion.
The Company issued a convertible loan note in February 2019 which raised gross proceeds of £202,247
(US$264,202 based on an exchange rate of £:$ 1.306). On 10 April 2019 the conversion option was exercised
resulting in the issue of 202,247,000 shares.
The Company successfully raised a further £300,000 (US$389,766 based on an exchange rate of £:$ 1.299 as at
13 May 2019) before expenses by way of a brokered private placing of shares at a price 0.15 pence per share.
Please refer to note 20 for further details.
The directors believe that the Group will be able to raise additional funds to continue with any future
acquisitions or exploration programmes and to meet recurring expenditure and, taking account of the
Company’s current position and principal risks, therefore consider it appropriate to prepare the Group’s
financial statements on a going concern basis.
Although the Company has been successful in the past in raising finance, there can be no assurance that the
funding required by the Group will be made available to it when needed or, if such funding were to be
available, that it would be offered on reasonable terms. The terms of such financing might not be favourable
to the Group and might involve substantial dilution to existing shareholders. These conditions indicate the
existence of a material uncertainty which may cast significant doubt about the Group’s ability to continue as a
going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal
course of business. The financial statements do not include the adjustments that would result if the Group was
unable to continue as a going concern.
Use of estimates and judgement
(D)
The preparation of financial statements in conformity with IFRSs requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under the circumstances.
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current and future periods.
r
e
h
t
O
Information about such judgements and estimates are contained in the accounting policies and/or the notes to
the consolidated financial statements. Areas of judgement that have the most significant effect on the
amounts recognised in the consolidated financial statements:
33
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
2.
Basis of preparation (continued)
(D)
Use of estimates and judgement (continued)
Going concern
Management regularly review cash flow forecasts to determine whether the Group has sufficient cash
reserves to meet future working capital requirements and discretionary business development
opportunities including exploration activities. This judgement is based on Management’s assumptions
for the development of its assets and corresponding estimated expenditure, and the expectation of
raising additional funds to progress such further exploration and development during the year. For
further information please refer to note 2(C).
Impairment of exploration and evaluation costs – Notes 3(E), 9
Determination as to whether, and by how much, an asset or cash generating unit is impaired involves
management estimates. Management uses the following triggers to assess whether impairment has
occurred (the list is not exhaustive):
the period for which the entity has the right to explore in the specific area has expired
during the period or will expire in the near future and is not expected to be renewed.
substantive expenditure on further exploration for and evaluation of mineral resources in the
specific area is neither budgeted nor planned.
exploration for and evaluation of mineral resources in the specific area have not led to the
discovery of commercially viable quantities of mineral resources and the entity has decided
to discontinue such activities in the specific area.
sufficient data exist to indicate that, although a development in the specific area is likely to
proceed, the carrying amount of the exploration and evaluation asset is unlikely to be
recovered in full on successful development or by sale.
Impairment of exploration and evaluation costs – Notes 3(E), 9
As at 31 December 2018, it was considered that none of the impairment triggers had arisen and the
assets were being evaluated for future potential exploration.
In any such case, or similar cases, the Group will measure, present and disclose any resulting
impairment loss in accordance with IAS 36. For further information please refer to notes 3(E) and 9.
Estimation of share-based payment costs
Where appropriate, the Group estimates the fair value of share-based payments using the Black-
Scholes model taking into account the terms and conditions upon which the share-based payment was
granted. For further information please refer to notes 3 (k) and 14.
Valuation of financial asset investments
The Group measures financial assets investments with fair value through other comprehensive income
(FVTOCI) at fair value. Management determine the appropriate valuation techniques and inputs for
fair value measurement. In estimating the fair value, the Group uses market-observable data to the
extent it is available. For further information please refer to notes 3(H) and 17.
Functional and presentation currency
(E)
These consolidated financial statements are presented in United States dollars as the Company believes it to
be the most appropriate and meaningful currency for investors. Save for the Company’s subsidiary in Mexico,
Compañía Minera Estrella de Plata SA de CV (“CMEP”), the functional currency of the Company and its
subsidiaries is pounds sterling; the functional currency of CMEP is United States dollars.
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
34
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
3.
Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these
consolidated financial statements and have been applied consistently by Group entities.
(A)
Basis of consolidation
(i)
Subsidiaries
An investor controls an investee when the investor is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee. The financial statements of subsidiaries are included in
the consolidated financial statements from the date that control is obtained up to the date
that control ceases.
(ii)
Transactions eliminated on consolidation
Intra-group balances and any unrealised gains, losses, income or expenses arising from intra-
group transactions are eliminated in preparing the consolidated financial statements.
(B)
Foreign Currency
(i)
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies at
the date of the consolidated statement of financial position are translated at the foreign
exchange rate ruling at that date. Foreign exchange differences arising on translation are
recognised in profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign
currency are translated using the exchange rate at the date of the transaction. Non-
monetary assets and liabilities denominated in foreign currencies that are stated at fair
value are translated at foreign exchange rates ruling at the dates the fair value was
determined.
(ii)
Financial statements of operations
The assets and liabilities of operations, including goodwill and fair value adjustments arising
on consolidation, are translated to United States dollars at exchange rates ruling at the date
of the consolidated statement of financial position. The revenues and expenses of operations
are translated to United States dollars at rates approximating to the exchange rates ruling at
the dates of the transactions. Foreign exchange differences arising on retranslation are
recognised in other comprehensive income. They are reclassified to profit or loss upon
disposal.
On disposal of a foreign operation, the cumulative exchange differences recognised in the
foreign exchange reserve relating to that operation up to the date of disposal are reclassified
to the profit or loss as part of the profit or loss on disposal.
(C)
Income tax expense comprises current and deferred tax.
Income tax expense
Income tax expense is recognised in the income statement except to the extent that it relates to items
recognised directly in equity, in which case it is recognised equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amount used for taxation
purposes. Deferred tax is not recognised for the initial recognition of goodwill, the initial recognition of assets
or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable
profit, and differences relating to investments in subsidiaries that will not reverse in the foreseeable future.
35
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
3.
Significant accounting policies (continued)
Income tax expense (continued)
(C)
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when
they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Loss per share
(D)
The Group presents basic and diluted loss per share (“LPS”) data for its common shares. Basic LPS is calculated
by dividing the profit or loss attributable to common shareholders of the Company by the weighted average
number of common shares outstanding during the period. Diluted LPS is determined by adjusting the profit or
loss attributable to common shareholders and the weighted average number of common shares outstanding for
the effects of all potentially dilutive common shares, which comprise warrants, share options and conversion
of the loan note into shares.
(E)
Intangible assets
(i)
Deferred exploration and evaluation costs
These comprise costs directly incurred in exploration and evaluation as well as the cost of
mineral licences. Costs which are capitalised include costs of licence acquisition, technical
services and studies, exploration drilling and testing and appropriate technical and
administrative expenses but do not include general administrative expenses or costs incurred
prior to having obtained the legal rights to explore an area, which are expensed directly to
the income statement account as they occur. They are capitalised as intangible assets
pending the determination of the feasibility of the project. When the decision is taken to
develop a mine the related intangible assets are transferred to property, plant and
equipment and the exploration and evaluation costs are amortised over the estimated life of
the project. Where a project is abandoned or is determined not economically viable, the
related costs are written off.
The recoverability of deferred exploration and evaluation costs is dependent upon a number
of factors common to the natural resource sector. These include the extent to which the
Company can establish mineral reserves on its properties, the ability of the Company to
obtain necessary financing to complete the development of such reserves and future
profitable production or proceeds from the disposition thereof.
(F)
Property, plant and equipment
(i)
Depreciation
Depreciation is charged to profit or loss on a straight-line basis over the estimated useful
lives of each part of an item of property, plant and equipment. Land is not depreciated. The
estimated useful lives for the current and comparative periods are as follows:
fixtures and fittings:
3 to 10 years
• office equipment:
•
3 to 10 years
• plant and equipment: 5 to 10 years
• motor vehicles:
4 years
The residual value, if not insignificant, is reassessed annually. Assets under construction are
not depreciated.
36
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
3.
Significant accounting policies (continued)
Impairment of non-financial assets
(G)
The carrying amounts of the Group’s assets are reviewed at the date of each consolidated statement of
financial position to determine whether there is any indication of impairment. If any such indication exists,
the asset’s recoverable amount is estimated. Impairment is measured by comparing the carrying values of the
asset with its recoverable amount. The recoverable amount of the asset is the higher of the assets' fair value
less costs to sell and its value-in-use, which is measured by reference to discounted future cash flow.
An impairment loss is recognised in the income statement immediately.
When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in
the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised
to the extent of the carrying amount of the asset that would have been determined (net of amortisation and
depreciation) had no impairment loss been recognised. The reversal is recognised in the income statement
immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.
Financial instruments
(H)
Financial instruments are recognised in the statements of financial position when the Group has become a
party to the contractual provisions of the instruments.
Financial assets are derecognised when the contractual rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of
ownership. On de-recognition of a financial asset in its entirety, the difference between the carrying amount
and the sum of the consideration received and any cumulative gain or loss that had been recognised in other
comprehensive income is recognised in profit or loss.
(i)
Financial assets carried at amortised cost
These assets incorporate such types of financial assets where the objective is to hold these
assets in order to collect contractual cash flows and the contractual cash flows are solely
payments of principal and interest. They are initially recognised at fair value plus transaction
costs that are directly attributable to their acquisition or issue, and are subsequently carried
at amortised cost using the effective interest rate method, less provision for impairment.
Impairment of provisions for receivables are recognised based on the simplified approach
within IFRS 9 using a provision matrix in the determination of the lifetime expected credit
losses. During this process the probability of the non-payment of the receivables is assessed.
This probability is then multiplied by the amount of the expected loss arising from default to
determine the lifetime expected credit loss for the receivables. On confirmation that the
receivable will not be collectable, the gross carrying value of the asset is written off against
the associated provision.
Impairment provisions for receivables from related parties and loans to related parties are
recognised based on a forward-looking expected credit loss model. The methodology used to
determine the amount of the provision is based on whether there has been a significant
increase in credit risk since initial recognition of the financial asset. For those where the
credit risk has not increased significantly since initial recognition of the financial asset,
twelve month expected credit losses along with gross interest income are recognised. For
those for which credit risk has increased significantly, lifetime expected credit losses along
with the gross interest income are recognised. For those that are determined to be credit
impaired, lifetime expected credit losses along with interest income on a net basis are
recognised.
The Group's financial assets measured at amortised cost comprise other receivables and cash
and cash equivalents in the consolidated statement of financial position.
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
37
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
3.
Significant accounting policies (continued)
(H)
Financial instruments (continued)
(ii)
(iii)
(iv)
Financial assets with fair value through other comprehensive income (FVTOCI)
The Group has a strategic investment in an unlisted entity (SGL, note 2A), which is not
accounted for as subsidiary, associate or jointly controlled entity. For that investment, the
Group has made an irrevocable election to classify the investment at fair value through other
comprehensive income rather than through profit or loss as the Group considers this
measurement to be the most representative of the business model for this asset. It is carried
at fair value with changes in fair value recognised in other comprehensive income and
accumulated in the equity instrument reserve through other comprehensive income reserve.
Upon disposal any balance within the equity instrument reserve is reclassified directly to
retained earnings and is not reclassified to profit or loss.
Dividends are recognised in profit or loss, unless the dividend clearly represents a recovery of
part of the cost of the investment, in which case the full or partial amount of the dividend is
recorded against the associated investments carrying amount.
Purchases and sales of financial assets measured at fair value through other comprehensive
income are recognised on settlement date with any change in fair value between trade date
and settlement date being recognised in the equity instrument reserve.
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost include current borrowings and trade and
other payables that are short term in nature. Financial liabilities are derecognised if the
Group’s obligations specified in the contract expire or are discharged or cancelled.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer
the liability takes place either:
In the principal market for the asset or liability; or
In the absence of a principal market, in the most advantageous market for the asset
or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market participants
act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's
ability to generate economic benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant
observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial
statements are categorised within the fair value hierarchy, described as follows, based on
the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets
or liabilities;
Level 2 — Valuation techniques for which the lowest level input that is significant to
the fair value measurement is directly or indirectly observable; and
Level 3 — Valuation techniques for which the lowest level input that is significant to
the fair value measurement is unobservable.
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
38
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
3.
Significant accounting policies (continued)
(H)
Financial instruments (continued)
(v)
Fair value measurement (continued)
For assets and liabilities that are recognised in the financial statements on a recurring basis,
the Group determines whether transfers have occurred between levels in the hierarchy by
re-assessing categorisation (based on the lowest level input that is significant to the fair
value measurement as a whole) at the end of each reporting period. For the purpose of fair
value disclosures, the Group has determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above.
(I)
The Company estimates the fair value of the future liability relating to issued warrants using
Warrants
residual method, where a warrant was issued and included as a part of a package placement of “1
share+ 1 warrant”;
the Black-Scholes pricing model taking into account the terms and conditions upon which the warrants
were issued, if the warrant was granted on its own
Warrants relating to equity finance are recorded as a reduction of capital stock based on the fair value of the
warrants.
Share capital – common shares
(J)
Incremental costs directly attributable to the issue of common shares and share options are recognised as a
deduction from equity.
Share-based payment transactions
(K)
The share option programme allows Group directors, officers, employees and consultants to acquire shares of
the Company. Equity-settled share-based payments to employees and others providing similar services are
measured at the fair value of the equity instruments at the grant date and are recognised as an expense with a
corresponding increase in equity. The fair value determined at the grant date of the equity-settled share-
based payments is expensed on a straight-line basis over the vesting period, based on the Directors’ estimate
of equity instruments that will eventually vest, with a corresponding increase in equity. Where the conditions
are non-vesting, the expense and equity reserve arising from share-based payment transactions is recognised
in full immediately on grant.
The fair value of the options granted is measured using the Black-Scholes model, taking into account the terms
and conditions upon which the options were granted. The amount recognised as an expense is adjusted to
reflect the actual number of share options that vest, except if the change is due to market-based conditions
not being satisfied.
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
39
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
4.
Operating loss
Operating loss is stated after charging:
Depreciation and amortisation
Exchange loss
Exploration costs
2018
3
6
2
2017
4
47
101
In accordance with IFRS 8 'Operating Segments', an operating segment is defined as a business activity whose
operating results are reviewed by the chief operating decision maker ('CODM') and for which discrete
information is available. The Group's CODM is the Board of Directors. The Group only has one reporting
segment being its corporate activities whilst it seeks out opportunities to expand its portfolio. The Group's
income, costs, assets, liabilities and cash flows are therefore totally attributable to its one segment so no IFRS
8 disclosures have been given.
Auditors remuneration
Fees payable to the Group’s auditor for the audit of the
annual financial statements
Fees payable to the Group’s auditor for other services:
Tax compliance services
Total
2018
2017
31
2
33
47
-
47
Staff numbers and costs
5.
The average number of persons employed by the Group (including directors) during the year, analysed by
category, was as follows:
Finance and administration
Total staff numbers
The aggregate staff costs of these persons as follows:
Wages and salaries
Social security costs
Pension
Share based payments
Total staff costs
2018
5
5
2017
6
6
2018
839
85
2
134
1,060
2017
650
74
1
43
768
During the year ended 31 December 2018 $114,000 (2017: nil) wages and salaries were satisfied by the issue of
37,200,000 (2017: nil) common shares in the Company.
Remuneration of key management personnel
Key management personnel remuneration is detailed below:
Executive directors
A J Williams (resigned 15 May 2018)
J T Williams (resigned 15 May 2018)
D V Edmonds (appointed 15 May 2018)
Non-executive directors
T A Bailey (resigned 30 June 2018)
J S Cable
J A Crombie (resigned 30 June 2018)
C C Gordon (appointed 15 May 2018)
Other key management
Company Secretary
Total remuneration
40
2018
Salary/Fees
2017
Salary/Fees
166
406
21
25
34
25
21
141
839
116
283
-
32
32
32
-
155
650
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
5.
Staff numbers and costs (continued)
Remuneration of key management personnel (continued)
The above remuneration excludes social security costs incurred by the Group. Including these social security
costs, the total short-term employee benefits for the year in respect of key management personnel amounted
to $847,000 (2017: $724,000).
Wages and salaries
Paid directly
Paid via related party consultancy companies
Share based payment charge
Total
2018
838
-
134
972
2017
585
65
56
706
Share based payment charges relate to the fair value charge attributed to share options granted, further
details are disclosed in note 14.
6.
Net investment income
Finance charges
Interest income
Total net investment income
7.
Income tax recognised in the income statement
Current tax
Reconciliation of effective tax rate
Loss before tax
Income tax using the domestic corporation tax rate of 19.25%
(2017: 20.00%)
Non-deductible expenses
Effect of timing differences
Depreciation in excess of capital allowances
Adjustments relating to different tax rates of subsidiary
Tax losses carried forward not recognised
Total tax expense
2018
(2)
-
(2)
2018
-
2018
(1,533)
(291)
40
-
-
-
251
-
2017
(2)
6
4
2017
-
2017
(1,548)
(298)
27
11
-
(21)
281
-
At the year end the Group had tax losses to carry forward of approximately $24,627,000 (2017: $23,367,000).
Under IFRS a net deferred tax asset of approximately $4,691,000 (2017: $4,440,000) has not been recognised
due to the uncertainty as to the amount that can be utilised.
No adjustments are required in respect of the subsidiaries.
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
41
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
8.
Loss per share
Basic loss per share
The calculation of basic loss per share at 31 December 2018 was based on the loss attributable to common
shareholders of $1,533,000 (2017: $1,548,000) and a weighted average number of common shares outstanding
during the year ended 31 December 2018 of 601,248,037 (2017: 303,037,407).
Loss from continuing operations
Loss attributable to common shareholders
Basic and diluted loss per share in US cents
2018
1,533
1,533
0.3
2017
1,548
1,548
0.5
Diluted Loss per share
The potential increase in common shares from the exercise of any outstanding share purchase warrants and
share options would be anti-dilutive as the Group has a net loss. These potential common shares are therefore
excluded from the calculation and the diluted loss per share figure reported is the same as the basic loss per
share.
9.
Intangible assets
Cost
At 1 January 2017
Additions
Foreign exchange
At 31 December 2017
Additions
Foreign exchange
At 31 December 2018
Deferred
exploration costs
173
22
41
236
26
1
263
The additions during the year were for deferred exploration costs of $26,000 relating to a number of projects
in Mexico.
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
42
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
10.
Property, plant and equipment
Cost
At 31 December 2016
Additions
Foreign exchange movement
At 31 December 2017
Disposals
Foreign exchange movement
At 31 December 2018
Depreciation and impairment losses
At 31 December 2016
Depreciation
Foreign exchange movement
At 31 December 2017
Depreciation
Disposals
Foreign exchange movement
At 31 December 2018
Carrying amounts
At 31 December 2016
At 31 December 2017
At 31 December 2018
11.
Trade and other receivables
Other receivables
Prepayments
Total trade and receivables
12.
Cash and cash equivalents
Bank balances
Cash and cash equivalents in the statement of cash flows
Plant and
equipment
Vehicles
Total
29
2
3
34
(32)
-
2
(27)
(2)
(3)
(32)
(1)
32
-
(1)
6
-
1
7
-
-
7
(1)
(2)
-
(3)
(2)
-
-
(5)
35
2
4
41
(32)
-
9
(28)
(4)
(3)
(35)
(3)
32
-
(6)
2
2
1
5
4
2
7
6
3
2018
21
73
94
2018
298
298
2017
25
32
57
2017
876
876
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
43
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
13.
Share capital and reserves
Share Capital
Authorised
The Company is authorised to issue an unlimited number of common shares of no par value.
Issued and outstanding common shares
Changes for the years ended 31 December 2018 and 2017 are detailed in the following table:
2018
2017
Opening balance 1 January
Shares and warrants issued for
cash
Issue costs of share issuance
Fair value of share warrants issued
Closing balance 31 December
Number of
shares (000s)
423,695
292,448
-
-
716,143
Amount
52,965
984
(62)
(17)
53,870
Number of
shares (000s)
183,695
240,000
-
-
423,695
Amount
52,396
1,558
(156)
(833)
52,965
During the years ended 31 December 2018 and 2017, the Company made share issuances as set out below.
2018
On 1 November 2018, 14,448,000 common shares were issued at £0.0025 each, £36,120 (US$46,027).
On 15 May 2018, 278,000,000 common shares were issued at £0.0025 each, £695,000 (US$938,000).
2017
On 27 July 2017, 120,000,000 common shares were issued at £0.005 each, £600,000 (US$783,084).
On 9 June 2017, 120,000,000 common shares were issued at £0.005 each, £600,000 (US$775,110).
Warrants
Warrant reserve
The warrants reserve arises on the issue of warrants.
Opening balance 1 January
Fair value of warrants issued
Closing balance 31 December
2018
2,166
17
2,183
2017
1,333
833
2,166
On 7 November 2018 14,448,000 common shares purchase warrants were issued, exercisable at £0.0025 per
common share, until 6 November 2020. These warrants were issued as a part of a placement unit of “1 share +
1 warrant” and privately placed at a price of £0.0025. The Company’s market value of the shares on the date
of placement was £0.0016; the warrants were therefore valued based on the residual method at £0.0009.
The number and weighted average exercise price of warrants in issue for the year ended 31 December 2018
and 2017:
Opening balance 1 January
Issued
Closing balance 31 December
2018
2017
Outstanding
(000s)
378,787
14,448
393,235
Weighted
average
exercise price
0.01
0.01
0.01
Outstanding
(000s)
114,787
264,000
378,787
Weighted average
exercise price
0.02
0.01
0.01
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
44
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
13.
Share capital and reserves (continued)
Share-based payment reserve
The share-based payment reserve arises on the grant of share options to directors, employees and other
eligible persons under the share option plan.
Opening balance 1 January
Fair value of share options issued
Share options lapsed
Closing balance 31 December
2018
1,389
134
(466)
1,057
2017
1,417
56
(84)
1,389
Foreign exchange translation reserve
The translation reserve comprises foreign exchange differences arising from the translation of the financial
statements of operations that do not have a US dollar functional currency. Exchange differences arising are
classified as equity and transferred to the Group’s translation reserve. Such translation differences are
recognised in profit or loss in the period in which the operation is disposed of.
Accumulated losses
Accumulated losses contain losses incurred in the current and prior years.
14.
Share-based payment transactions
The number and weighted average exercise prices of share options for the years ended 31 December 2018 and
2017 are set out below. The issue of common shares prior to the date of the share consolidation have been
restated to the nearest whole number as if they had occurred post-consolidation.
Opening balance 1 January
Issued
Lapsed
Closing balance 31 December
2018
2017
Outstanding
(000s)
9,225
34,285
(6,725)
36,785
Weighted
average
exercise price
($)
0.03
0.95
0.07
0.03
Outstanding
(000s)
775
8,500
(50)
9,225
Weighted
average
exercise price
($)
0.32
0.01
1.07
0.03
Share options in issue at 31 December 2018:
Outstanding shares
1,250,000
1,250,000
34,284,746
Exercisable shares
1,250,000
1,250,000
34,284,746
Exercise price
£0.0100
£0.0100
£0.0025
Expiry
2 February 2022
9 February 2022
14 May 2023
The share options outstanding at 31 December 2018 if exercised, will be settled by issue of equity.
The weighted average remaining contractual life of share options as at 31 December 2018 was 1,572 days.
Fair value of share options and assumptions
The estimate of the fair value of the share options is measured based on the Black-Scholes model. The
following inputs were used in the calculation of the fair value of the warrants granted.
Fair value ($ 000s)
Share price ($)
Weighted average exercise price (£)
Expected volatility
Expected share options life
Expected dividend yield
Risk-free interest rate
15 May 2018
134
0.0045
0.7
101.66%
5 years
0%
1.02%
The expected volatility is based on the historical share prices of a group of companies deemed to be
comparable.
45
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
14.
Share-based payment transactions (continued)
Share options held by directors and senior management at 31 December 2018:
Holder
D V Edmonds2
C C Gordon
Shares Exercise price
Grant Date
Vesting Date
Expiry1
17,142,373
£0.0025
15 May 2018
15 May 2018
14 May 2023
17,142,373
£0.0025
15 May 2018
15 May 2018
14 May 2023
J S Cable
500,000
£0.01
10 Feb 2018
10 Feb 2018
09 Feb 2022
Senior Management
2,000,000
£0.01
03 Feb 2018
03 Feb 2018
02 Feb 2022
1 The expiry date is subject to the terms and conditions contained in the share option plan.
2 All options lapsed unexercised on 11 April 2019.
Changes to the number of share options held by directors and senior management in the year ended 31
December 2018:
Holder
D V Edmonds
C C Gordon
A J Williams
J T Williams
J S Cable
T A Bailey
J A Crombie
Senior Management
Total
At 31 December 2018
17,142,373
17,142,373
-
-
500,000
-
-
2,000,000
36,784,746
At 1 January 2018
-
-
2,700,000
2,700,000
525,000
525,000
525,000
2,250,000
9,225,000
Lapsed
-
-
(2,700,000)
(2,700,000)
(25,000)
(525,000)
(525,000)
(250,000)
(6,725,000)
Granted
17,142,373
17,142,373
-
-
-
-
-
-
34,284,746
15.
Trade and other payables
Trade payables
Other payables
Total trade and other payables
16.
Group entities
Country of
incorporation and
operation
Significant Subsidiaries
Compañía Minera Estrella de Plata S.A. de C.V. Mexico
Arian Silver Corporation (UK) Ltd
Arian Silver (Holdings) Limited
Alien Minerals Ltd
Alien Resources Ltd
Alien Exploration Ltd
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
2018
22
52
74
2017
8
77
85
Principal activity
Mining exploration
Holding
Holding
Non-trading
Non-trading
Non-trading
Alien Metals
Ltd effective
interest
2018
100%
100%
100%
100%
100%
100%
2017
100%
100%
100%
n/a
n/a
n/a
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
46
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
17.
Financial instruments and financial risk management
Categories of financial instruments
Cash and cash equivalents (note 12)
Trade and other receivables (note 11)
Total financial assets measured at amortised cost
Financial assets at fair value through other comprehensive income
Total financial assets
Trade and other payables measured at amortised cost (note 15)
Total financial liabilities
2018
298
21
319
78
397
40
40
2017
876
25
901
143
1,044
36
36
Exposure to interest rate and foreign currency risks arises in the normal course of the Group’s business.
Derivative financial instruments are not used to hedge exposure to fluctuations in foreign exchange rates and
interest rates.
The Group’s policy is to retain its surplus funds on short term deposits, usually between one week and four
weeks duration, at prevailing market rates. Credit risk is managed by ensuring that surplus funds are only
deposited with well-established financial institutions of high quality credit standing.
Market risk
Market risk is the risk that the Group’s future earnings will be adversely impacted by changes in market prices.
Market risk for Alien Metals comprises two types of risk: price risk and foreign currency risk.
Price risk
The price risk is the risk that the Group’s future earnings will be adversely impacted by changes in the market
prices of commodities.
Foreign currency risk
The Group’s operational expenditure is made in Mexico in Mexican pesos and head office expenses are
predominantly made in the UK in pounds sterling, and United States dollars. The Group is therefore exposed to
the movement in exchange rates for these currencies. The Group does not currently hedge foreign exchange
risk.
At the year end the majority of the Group’s cash resources were held in pounds sterling. The Group therefore
also has downside exposure to any strengthening of United States dollar or the Mexican peso against pounds
sterling as this would increase expenses in pounds sterling terms and accelerate the depletion of the Group’s
cash resources. Any weakening of United States dollar or the Mexican peso against pounds sterling would,
however, result in a reduction in expenses in pounds sterling terms and preserve the Group’s cash resources.
There is not considered to be any material exposure in respect of other monetary assets and liabilities of the
Group as these are of a short-term nature. The table below shows an analysis of cash and cash equivalents
denominated by currency.
Pounds sterling
United States dollars
Mexican pesos
Total cash held
2018
268
27
3
298
2017
710
165
1
876
Sensitivity Analysis
The Group holds cash in pounds sterling to settle accounts payable balances derived in that currency. The
main risk is through foreign exchange fluctuations in companies where the cash balances are held in a currency
that is different to the functional currency.
Functional Currency
Sterling
Sterling
Currency of net monetary
asset/liability
Sterling
United States dollars
Mexican pesos
Total
2018
725
155
-
880
2017
311
292
-
603
Mexican
Peso
Mexican
Peso
2018
-
10
20
30
2017
-
10
20
30
Total
Total
2018
725
165
20
910
2017
311
297
10
618
47
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
17.
Financial instruments and financial risk management (continued)
Exposure to foreign currency risk sensitivity analysis:
15% strengthening in the United States dollar
15% weakening in the United States dollar
Against Sterling
US$
(5)
5
A 15% variation is considered an appropriate level of sensitivity given recent levels of foreign exchange
volatility.
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the
instrument will fluctuate due to changes in market interest rates. Interest rate risk arises from interest
bearing financial assets and liabilities that the Group uses. Treasury activities take place under procedures and
policies approved and monitored by the Board to minimise the financial risk faced by the Group. Interest
bearing assets comprise cash and cash equivalents which are considered to be short-term liquid assets. No
sensitivity analysis has been disclosed as management does not consider any reasonable fluctuation in interest
rates to be sufficiently material to disclose.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet
liabilities when due. The directors regularly review cash flow forecasts to determine whether the Group has
sufficient cash reserves to meet future working capital requirements and discretionary business development
opportunities including exploration activities.
As at 31 December 2018, the Company had cash and other receivables of $335k to settle accounts payable of
$62k. The Company’s accounts payable have contractual maturities of less than 30 days and are subject to
normal trade terms. In the short-term, liabilities will be funded by cash.
The Group’s assets are at an early stage and in order to meet financing requirements for their development
the Company has raised funds by way of several discrete share placements, which is a common practice for
junior mineral exploration companies.
In May 2018 the Company was successful in an equity placing and subscription generating net proceeds of
$796,295.
Although the Company has been successful in the past in raising equity finance, there can be no assurance that
the funding required by the Group will be made available to it when needed or, if such funding were to be
available, that it would be offered on reasonable terms. The terms of such financing might not be favourable
to the Group and might involve substantial dilution to existing shareholders.
Credit risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfil its payment obligations. The
Group’s maximum exposure to credit risk is attributable to cash. The credit risk on cash is limited because the
Group invests its cash in deposits with well capitalised financial institutions with strong credit ratings.
Fair values
Financial instruments not measured at fair value include cash and cash equivalents, trade and other
receivables, trade and other payables. It is the Board’s opinion that the carrying values of the cash and cash
equivalents, the other receivables, all trade and other payables in the consolidated statement of financial
position approximate their fair values due to their short-term nature.
Fair value disclosures for financial asset investment in SGL are shown below in this note.
Capital management
The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going
concern and have access to adequate funding for its exploration and development projects, so that it can
provide returns for shareholders and benefits for other stakeholders. The Group manages the capital structure
and makes adjustments in the light of changes in economic conditions and risk characteristics of the
underlying assets. In order to maintain or adjust the capital structure the Group may issue new shares, acquire
debt, or sell assets. Management regularly reviews cash flow forecasts to determine whether the Group has
sufficient cash reserves to meet future working capital requirements and to take advantage of business
opportunities.
48
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
17.
Financial instruments and financial risk management (continued)
Financial asset investment
The Company has only one investment, which was previously classified as available-for-sale investment under
IAS 39. It is an equity investment into the shares of Siberian Goldfields Limited “SGL”, an unlisted company
with interests in gold and iron ore deposits in Siberia, Russia. Due to the fact that investment into SGL shares
was carried at fair value under IAS 39, the application of IFRS 9 has not resulted in changes in net assets at 1
January 2017 or 31 December 2017. The classification of the equity investments into SGL share has changed
from 'available-for-sale investments' under IAS 39 to become fair value through other comprehensive income
under IFRS 9.
The Directors have considered a number of methodologies to determine the fair value of the financial asset
investment in SGL including market approach, determining a fair value by reference to similar listed
companies, determining a fair value by reference to in-situ resources and determining a value through
discounted cash flow model.
The Company has determined the fair value by reference to similar listed companies. Another listed company
which has a significant holding in SGL has in its March 2019 financial statements written its investment down
from 12p per share to 7p per share due in part to the lack of fund raising activities of SGL. Accordingly, the
Company considers that the fair value of these shares is 7p per share. The following table shows the changes
to the fair value of the Company’s Level 2 financial assets:
Opening balance
Re-classified from Loans and receivables on conversion into SGL BVI shares
Change in fair value recognised in OCI
Foreign exchange
Closing balance
18. Contingent liability
2018
143
-
(56)
(9)
78
2017
-
272
(129)
-
143
The Company has a contingent liability of an estimated $14,000 (2017: nil) which it could be required to meet
if not recovered from third parties, as it expects to in due course.
19.
Related parties
Control of the Company
In the opinion of the Board, at 31 December 2018 there was no ultimate controlling party of the Company.
Identity of related parties
The Company and its subsidiaries have related party relationships with their respective directors.
Directors’ interests in shares of the Company
At 31 December 2018, none of the Directors of the Company or their immediate relatives had an interest in the
Common shares of the Company (2017: 1.20%).
Transactions with key management personnel
Key management personnel participate in the Group’s share option programme as disclosed in note 14.
Key management personnel compensation is disclosed in note 5.
20.
Post balance sheet events
On 27 February 2019, warrants to acquire 79,787,793 Common shares in the Company at a price of 1.5 pence
each lapsed unexercised.
On 29 March 2019, the Company granted options over a total of 34,542,509 Common shares, with exercise
prices as follows: 5,000,000 at 0.18 pence each; 5,000,000 at 0.189 pence each; 10,000,000 at 0.227 pence
each, 14,542,509 at 0.25 pence each.
On 10 April 2019, the Company issued 202,247,000 Common shares, and 202,247,000 warrants exercisable at a
price of 0.15 pence each in the Company, to Gravner Ltd, following receipt of notice to convert all of the
outstanding convertible loan note which had been drawn down as at that date.
49
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
Notes to the consolidated financial statements
For the year ended 31 December 2018
(Tabulated amounts expressed in thousands of US dollars unless otherwise stated)
20.
Post balance sheet events (continued)
On 11 April 2019, options to acquire 17,142,373 Common shares in the Company at a price of 0.25 pence each
lapsed unexercised following the resignation of Dennis Edmonds.
On 28 April 2019, warrants to acquire 35,000,000 Common shares in the Company at a price of 0.15 pence
each lapsed unexercised.
On 14 May 2019, the Company granted options over 17,142,373 Common shares in the Company exercisable at
a price of 0.25 pence each in accordance with the terms of Dennis Edmonds’ resignation.
On 14 May 2019, the Company announced the private placing of £300,000 before expenses through the private
placing of 200,000,000 Common shares at a price of 0.15 pence each. The shares were admitted to trading on
AIM on 21 May 2019.
O
v
e
r
v
i
e
w
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
s
O
t
h
e
r
50
Other information
Directors
The following individuals served as directors to the Company during the year ended 31 December 2018:
Anthony Joseph Williams
James Thomas Williams
Thomas Anstey Bailey
James Arnott Crombie
Dennis Vernon Edmonds
Christopher Charles Gordon
James Seymour Cable
(resigned 15 May 2018)
(resigned 15 May 2018)
(resigned 30 June 2018
(resigned 30 June 2018)
(appointed 15 May 2018; resigned 11 April 2019)
(appointed 15 May 2018)
Company contacts and advisers
Registrar (BVI)
Computershare Investor Services (BVI) Limited
c/o Queensway House
Hilgrove Street
St Helier
JE1 1ES
Jersey
Registered office
Craigmuir Chambers
P.O. Box 71
Road Town
Tortola
British Virgin Islands
UK head office
Berkeley Square House
Berkeley Square
London W1J 6BD
United Kingdom
Auditors
RSM UK Audit LLP
Portland
25 High Street
Crawley
West Sussex
RH10 1BG
United Kingdom
Nominated Advisor and Broker
Beaumont Cornish Ltd
10th Floor
30 Crown Place
London EC2A 4EB
United Kingdom
Registrar (UK depository interests)
Computershare Investor Services plc
The Pavilions
Bridgewater Road
Bristol
BS99 7NH
United Kingdom
Company registration number
UK FC027089
BVI 1029783
Website
www.alienmetals.uk
w
e
i
v
r
e
v
O
e
c
n
a
n
r
e
v
o
G
s
l
a
i
c
n
a
n
i
F
r
e
h
t
O
51