Registered number: FC027089
ALIEN METALS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024
Contents
Alien Metals Limited
Contents
Company Information .................................................................................................................................... 1
Chairman’s Letter .......................................................................................................................................... 2
Directors’ Report ........................................................................................................................................... 6
Statement of Directors’ Responsibilities ..................................................................................................... 14
Corporate Governance Report .................................................................................................................... 15
Independent Auditor’s Report ..................................................................................................................... 21
Consolidated Statement of Comprehensive Income .................................................................................. 26
Consolidated Statement of Financial Position ............................................................................................ 27
Consolidated Statement of Changes in Equity ........................................................................................... 28
Consolidated Cashflow Statement .............................................................................................................. 29
Notes to the Consolidated Financial Report ............................................................................................... 30
Company Information
Alien Metals Limited
1
COMPANY INFORMATION
Directors
Guy Robertson (Executive Chairman)
Elizabeth Henson (Senior Independent Non-Executive Director)
Robert Mosig (Independent Non-Executive Director)
Company Secretary
Ben Harber
Huckletree Bishopsgate
8 Bishopsgate
London
EC2N 4BQ
Registered Office
Craigmuir Chambers
PO Box 71
Road Town
Tortola
British Virgin Islands
VG1110
Company Number
UK FC027089
BVI 1029783
Bankers
National Westminster Bank
440 Strand
London
WC2R 0QS
Nominated and Financial Adviser
Strand Hanson Limited
26 Mount Row
London
W1K 3SQ
Brokers
Zeus Capital Limited
CMC Markets Pty Ltd
82 King Street
Level 20, Tower 3, International Towers
London
300 Barangaroo Avenue
EC4R 0DR
Sydney, NSW, 2000
Australia
Turner Pope
3 Queen Street
London
W1J 5PA
Independent Auditor
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London
E14 4HD
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgewater Road
Bristol
BS13 8AE
Lawyers
Hill Dickinson LLP
No.1 St. Paul’s Square
Liverpool
L3 9SJ
Financial PR
Yellow Jersey PR Limited
85 Great Portland Street
First Floor
London
W1W 7LT
Chairman’s Letter
Alien Metals Limited
2
CHAIRMAN’S LETTER
Dear shareholders,
I am pleased to present the Chairman's statement for Alien Metals Limited (the “Company”, “Alien Metals”, or “Alien”) for the
year ended 31 December 2024. Alien Metals has achieved steady progress across its project portfolio during the year, with
standout milestones being the completion and release of the Development Study for the Hancock Iron Ore Project in February
2024 and the grant of the mining lease in April 2024, marking pivotal steps in unlocking the projects potential.
Alien’s core focus remains the Hancock Iron Ore Project. Significant work has been done in moving this project towards
production. Further work remains to be done in optimising the development pathway and the funding structure. We continue
to review potential joint venture interest in the project.
Report on Exploration Activities – 2024
Exploration activities for FY2024 are outlined below:
1.
Hancock Iron Ore Project
Key activities included:
•
Mining Lease Grant: On 18 April 2024, Lease M47/1633 was granted, covering the iron ore mineralisation at Hancock.
This Mining Lease permits mining activities upon receiving all relevant approvals.
•
Tenement Adjustments: Lease E47/3954 was reduced in size following the grant of M47/1633, with remaining
portions still prospective for iron mineralization. Lease applications E47/5001 and E47/5002 (Hancock West/Mallina)
were withdrawn and replaced by E47/5157, E47/5158, and E47/5159. with granting for E47/5157 and E47/5158
achieved in May 2025.
•
Development Study: The February 2024 study confirmed the project’s economic viability, with declared ore reserves
and mineral resources capable of supporting a viable iron ore mining operation. Highlights of the study are:
•
MRE of 8.4Mt @ 60% Fe JORC Mineral Resource, including an upgraded Indicated Resource of 4.5Mt@
60.2% Fe.
•
Based on 8Mt of the Mineral Resource being converted to mining inventory, robust project financials of the
base case produced the following:
•
an average annualised EBITDA of A$39m
•
a pre-tax NPV10 of A$146m and a pre-tax IRR of 133%
•
all in sustaining cost of US$85/t
•
production rate of 1.25mtpa
•
initial development Capital Cost of A$28m
•
other key highlights from the Development Study include the following:
✓
high confidence in the Capital and Operational Costs with pricing received through the Early
Contractor involvement and Preferred Tenderer process resulting in up-to-date tendered pricing
for more than 90% of the Capital Costs and Operational Costs.
✓
initial production plan focussed on current 3.9Mt mining inventory with further upside to mine the
entire Mineral Resource of 8.4Mt and beyond to be realised through ongoing exploration upside.
Further work confirmed a 165% increase in Indicated Resources from 2.8mt to 4.5mt as part of
an updated Mineral Resource Statement.
•
Ore processing will utilise a mobile dry crushing and screening plant capable of producing 1.25Mt to 1.5Mt
of 100% fines product per annum on a single shift basis. Sprint capacity of the plant working on a double
shift basis is up to 3.0Mt per annum.
•
Low start-up cost of A$28m capital including:
▪
A$18.0m for main roads intersection and access to Site,
▪
A$2.5m for site establishment and pre-production capital,
▪
A$6.5m of owner’s costs, working capital and contingency allowances.
•
Reduction in costs achieved through the close proximity to the Mining Hub of Newman. The proximity allows
the Company to avoid extensive construction capital costs associated with airstrip, mining camp and
associated services.
•
Provisional export capacity through the Port of Port Hedland is being re-negotiated with approvals expected
in 2025.
During the year the Company held advanced discussions with several investment groups who had expressed a desire to
jointly develop the project. Discussions with interested parties are ongoing.
•
Planned 2025 Activities: Exploration for high-grade, direct ship, iron mineralization on E47/5157 and E47/5158
(Hancock West/Mallina), heritage surveys, and preparation of a Mining Proposal for submission to the Department
of Energy, Mines, Industry Regulation and Safety (DEMIRS) on Hancock.
Chairman’s Letter
Alien Metals Limited
3
2.
Elizabeth Hill Project
Exploration at the Elizabeth Hill Project during 2024 focused on identifying conductive bodies associated with nickel, copper,
or silver mineralization. Key activities included:
•
Downhole Electromagnetic (DHEM) Surveys: In November 2024, DHEM surveys were conducted down two
drillholes proximal to the Elizabeth Hill high grade silver mine. There was an early time DHEM anomaly response
that may be related to the weathered overburden with further work recommended to confirm.
•
Post-Balance Sheet Date Development: On 24 March 2025, the Company entered into a joint venture and partial
sale agreement with West Coast Silver Limited (WCE) (previously Errawarra Resources Ltd (ERW)), an Australian
Securities Exchange listed company. The deal comprises the sale of 70% of the Elizabeth Hill mining lease, M47/342
and 70% of the silver rights on all other tenements in the Pinderi Hills Project area. In return Alien received A$500,000
cash and 44.5 million ERW shares of which 14 million shares have been sold raising A$378,000 with the remaining
30.5 million shares having a market value of approximately A$2.5 million as at the date of this report.
•
Planned 2025 Activities: WCE have mobilised to site and commenced drilling in May 2025.
3.
Munni Munni Project
The Munni Munni Project saw exploration for lithium, nickel, copper, and PGMs, supported by an additional strategic
partnership with WCE.
Key activities included:
•
Lithium Joint Venture: On 29 April 2024, Alien Metals Limited, through its wholly owned subsidiary Alien Metals
Australia Pty Ltd (AMA), entered into a joint venture with West Coast Silver Limited (ASX: WCE) for lithium
exploration at the Pinderi Hills Project. WCE conducted extensive soil sampling, rock chip sampling, and stream
sediment sampling during the year. Under the agreement, WCE can earn up to a 50% participating interest in the
lithium rights by investing up to A$4 million, with an initial A$500,000 subscription for Alien Metals’ common shares
to support general working capital.
•
Stage 1: WCE will secure a 25% interest in the joint venture by expending A$1 million on the project within
24 months from the agreement date.
•
Stage 2: WCE can earn an additional 25% interest (totalling 50%) by spending a further A$2.5 million within
60 months from the agreement date. Upon completing Stage 2, both parties will fund project expenses
proportionally. If WCE fails to meet the expenditure requirements in either stage, its interest will decrease
proportionally. Should Alien Metals Australia (AMA) opt not to contribute proportionally after Stage 2, AMA’s
50% interest will dilute on a pro-rata basis. If AMA’s interest falls below 10%, it will convert to a 2% gross
revenue royalty.
•
Fixed Loop Electromagnetic (FLEM) Surveys: In early 2025 Alien Metals completed ground-based
electromagnetic (EM) surveys over three areas Cadgerina Dyke, Judy’s Reef and Elizabeth Hill, to test for sulphide-
related conductors (nickel, copper and PGM). Further work is required to determine the extent of mineralisation.
•
Planned 2025 Activities: Technical geological work on existing drill cores to refine PGM targets, exploration for
nickel and copper, and drill testing of identified targets.
4.
Brockman Iron Ore Project
The Brockman Project, prospective for iron mineralization, is located 80km northwest of the town of Tom Price in the iron
ore rich province of the Pilbara of Western Australia. Key activities included:
•
Office Studies: Logistical and safety studies were completed to support field programs proposed for 2025.
•
Heritage and Approvals: Ethnographic and heritage surveys and Program of Works approvals for ground-disturbing
activities, including track and drill pad preparation are in place for proposed drilling at Brockman.
•
Planned 2025 Activities: A field program to pursue determination of iron mineralisation, additional mapping and
rock chipping in priority areas not yet explored, will provide a pipeline of drill targets for future exploration campaigns.
Chairman’s Letter
Alien Metals Limited
4
5.
Vivash Gorge Project
Vivash Gorge is prospective for iron mineralisation, with Fortescue Metals having a significant high grade iron mineral
resource located within meters of the shared tenement boundary. Key activities included:
•
Field Trip: A field trip was conducted to investigate prospective areas and plan logistics for 2025. Given the remote
nature of the project area additional detailed planning is required to ensure safety and exploration success.
•
Geological Context: Fortescue Metals Group’s 58Mt @ 58.8% Fe resource, located 70 meters from the E47/3071
tenement boundary, underscores the project’s potential.
•
Planned 2025 Activities: Establishment of a mobile field camp to support field work in the remote area, with
exploration to define iron mineralization size and grade.
Conclusion
In 2024, Alien Metals Limited advanced its exploration portfolio through targeted geophysical surveys, and preparatory work
for iron ore, silver, nickel, copper, and PGM mineral resource expansion. The Hancock Iron Ore Project progressed toward
production readiness with a granted Mining Lease and confirmed resources. Elizabeth Hill and Munni Munni will benefit from
strategic joint venture partnerships, while at Brockman and Vivash Gorge we laid the groundwork for significant 2025 field
programs.
These efforts underscore Alien Metals’ commitment to unlocking the value of its diverse mineral assets and we advance
through 2025 with optimism to build on the recent successes and strong foundation of previous work.
Financial Review
Funding
The Company raised £1.49 million during the year, issuing 1,142,121,212 shares at 0.11, 0.13 and 0.2 pence per share.
The convertible note agreement, originally executed in July 2023, was formally cancelled on 1 April 2024 pursuant to a Deed
of Variation entered into on that date.
Under the terms of a new drawdown facility (for A$2 million) established in March 2024, A$1.1 million was made available to
the Company. This amount was allocated as follows:
•
A$0.9 million applied to the repayment of the outstanding balance under the July 2023 convertible note agreement.
•
A$0.1 million used to cover establishment and commitment fees relating to both the July 2023 and the new 2024
facility.
Following these allocations, the July 2023 facility was considered fully repaid. The remaining A$0.1 million was subsequently
received by the Company for working capital purposes.
Subsequent to year end, the Company raised £1,000,000 in a placement of 1,250,000 shares. In connection with the
placement, the Company issued 416,666,666 free-attaching warrants to subscribers with an exercise price of 0.12 pence,
exercisable for a period of 12 months from the date of issuance.
Financial Results
Alien Metals Limited reported a loss for the twelve months ended 31 December 2024 of $1.56 million (31 December 2023:
loss of $3.7 million). The 2024 results include approximately $0.3 million in consulting costs and legal fees in the preparation
of agreements for a joint venture of Hancock which did not proceed.
Board Changes
Mr Robert Mosig was appointed as a non-executive director on 15 March 2024 following the resignation from the Board of Mr
Alwyn Vorster on that date.
Outlook
Looking ahead, we remain focused on delivering long-term value for our shareholders by continuing to advance our
exploration and development projects.
We will continue to prioritise safety, sustainability, and good governance in all our operations, as we work to create value for
all our stakeholders.
Chairman’s Letter
Alien Metals Limited
5
Conclusion
In conclusion, I would like to thank our employees, contractors and shareholders for their continued support during the year.
We are pleased with the progress we have made, and we look forward to updating you on our achievements in the coming
year.
Yours sincerely
Guy Robertson
Executive Chairman
20 June 2025
Directors’ Report
Alien Metals Limited
For the year ended 31 December 2024
6
DIRECTORS’ REPORT
The Directors present their Report, together with the Financial Statements and Independent Auditor’s Report, on the
consolidated entity (referred to hereafter as the “Group”) consisting of Alien Metals BVI (referred to hereafter as the
“Company”) and the entities it controlled at the end of, or during, the year ended 31 December 2024.
Principal Activities
The principal activity of the Group is to further its exploration projects towards production, adding to shareholder value through
joint venture, sale or mining.
The Group’s principal activities are in the premier Pilbara mining region of Western Australia.
Business Review
A detailed review of the business of the Group during the year and an indication of likely future developments may be found
in the Chairman’s Report on pages 2 to 4.
Principal risks and uncertainties are discussed on pages 7 to 12.
Dividends
The Directors do not recommend the payment of a dividend for the year (31 December 2023: Nil).
Directors and Directors’ Interests
The Directors who served during the year ended 31 December 2024 had the following beneficial interests in the shares of the
Company at year end.
Shareholdings
Held at
31 December 2023
Number
Issued to
extinguish a debt
Number
Held at
31 December 2024
Number
G Robertson
-
-
-
E Henson
8,455,722
6,000,000
14,455,722
R Mosig **
-
-
-
A Vorster *
12,500,000
-
12,500,000
Option holdings
Held at
31 December 2023
Number
Forfeited
Number
Held at
31 December 2024
Number
G Robertson
-
-
-
E Henson
65,000,000
-
65,000,000
R Mosig **
-
-
-
A Vorster *
65,000,000
(65,000,000)
-
* Appointed 4 August 2023, resigned 15 March 2024
** Appointed 15 March 2024
Further details on options can be found in Note 17 to the Financial Statements. Directors’ remuneration is disclosed in
Note 20.
Directors’ Report
Alien Metals Limited
For the year ended 31 December 2024
7
Substantial shareholders
The substantial shareholders with more than a 3% shareholding at 31 December 2024 are shown below:
Percentage
Hargreaves Lansdown Asset Mgt (Bristol)
24.20%
Interactive Investor (Manchester)
11.80%
Halifax Share Dealing (Halifax)
10.83%
Bennelong Ltd (London)
6.11%
Windfield Metals Pty Ltd (Regional (NSW))
5.02%
A J Bell Securities (Tunbridge Wells)
3.45%
Gilmore Capital (Dubai)
3.44%
Barclays Wealth (London)
3.19%
IG Markets (London)
3.11%
Key Performance Indicators (“KPIs”)
The Board monitors the activities and performance of the Group on a regular basis. The Board uses financial indicators based
on budget versus actual to assess the performance of the Group. The indicators set out below will be used by the Board to
assess performance over the period.
The three main KPIs for the Group are as follows. These allow the Board to monitor costs and plan future exploration and
development activities:
Principal Risks and Uncertainties
Risks are formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate them. If more
than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on
the Group.
The financing, exploration, development and mining of any of the Company’s properties is subject to several factors including
the price of copper, silver, gold, lead, iron ore 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 Board effectively acts as the Audit Committee and is responsible for monitoring the effectiveness of the Company’s risk
management and internal control systems.
Alien Metals operates with a small team of key personnel and with open lines of internal communication. Where new risks
are identified, they are reported to the Company Secretary or the Board. Where practicable, a 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.
2024
$’000
2023
$’000
Cash and cash equivalents ($)
224
676
Administrative expenses as a percentage of total assets (%)
8%
16%
Exploration costs capitalised during the year ($)
1,268
1,708
Directors’ Report
Alien Metals Limited
For the year ended 31 December 2024
8
Principal Risks and Uncertainties (continued)
Key risks
Description of risk
Mitigating factors
Strategic risks
Exploration,
development
and
future
acquisitions
(including JV-
related risks)
The Group's operations are subject to all the hazards and
risks incidental to 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.
The Group may acquire additional mining concessions in
Australia or elsewhere in the world.
The Group 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.
If the Group’s portfolio of mining concessions is deemed
by management not to warrant further exploration and the
Group is unsuccessful in acquiring suitable new projects,
the Group will have no exploration or development
projects to pursue.
Our
mineral
concessions
are
evaluated carefully by qualified
geologists,
and
independent
advisors are engaged as and when
appropriate.
The
management
team
has
significant experience operating in
Australia.
The Company has joint ventured
certain projects to accelerate their
development and take advantage of
available capital and expertise.
No reserves or
resources
The Group has announced its maiden mining reserve and
associated mining inventory.
No assurance can be given that any future exploration
programme will result in any new resources and or
discoveries.
The Group received an independent
assessment of the reserve resource
potential of the Hancock project and
believes that there is good potential
to
delineate
additional
mineral
resources
in
accordance
with
JORC.
Mineral
concessions
and titles risks
In relation to exploration and mining concessions over
which the Group holds legal rights, if the Group fails to fulfil
the specific terms of any of its concessions or operates in
the concession areas in a manner that violates Australian
mining law, regulators may impose fines, suspend or
revoke the concessions, any of which could have a
material adverse effect on the Group's operations and
proposed operations.
The Group is aware of necessary
minimum expenditure and annual
rental
obligations
for
all
its
exploration and mining permits and
maintains the necessary payments
and
expenditure
obligations
to
negate any risk from this aspect.
Prior to entering into agreements
relating to mineral concessions,
formal searches and reviews of legal
documentation are conducted to
provide evidence of the legal owner,
including outsourcing of legal and/or
tenement due diligence to legal
practitioners.
Directors’ Report
Alien Metals Limited
For the year ended 31 December 2024
9
Principal Risks and Uncertainties (continued)
Key risks
Description of risk
Mitigating factors
Financial risks
Requirement of
additional
financing
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
Group'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 Group and could involve substantial
dilution to shareholders. In the absence of adequate
funding or cost reductions, the Group may not be able to
continue as a going concern.
The Group has an experienced
Board and management team with
significant experience in financing
mining activities.
The Group 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 of the business.
Liquidity risk
The Group’s approach to managing liquidity risk is to
ensure that it will have sufficient liquidity to meet liabilities
when due. The Group’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 ensures sufficient funds
will be available to allow it to meet its
liabilities as they fall due. To achieve
this, cash balances and cash flow
projections are reviewed by the
Board on a regular basis. The Board
will
not
commit
to
material
expenditures prior to being satisfied
that sufficient funding is available.
Capital
management
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 adjusts in light of changes in economic conditions and
risk characteristics of the underlying assets.
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.
Price risk
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
Group
has
on
issue
a
convertible note, share options and
warrants. None of these have a
material price risk.
The Group does not hedge its
exposure to price risk.
Foreign
currency risk
The Group’s exploration and administration expenditure is
made in Australian dollars. The Group is therefore
exposed to the movement in exchange rates for this
currency.
At the year end, most the Group’s cash resources were
held in AUD negating any foreign exchange risk.
In addition, any movements in pounds sterling or
Australian dollars would affect the presentation of the
consolidated statement of financial position when the net
assets of the Australian subsidiaries and the parent
company in the UK are translated from their functional
currencies into US dollars.
The Group does not currently hedge
foreign exchange risk.
There is not considered to be any
material exposure in respect of other
monetary assets and liabilities of the
Group.
Directors’ Report
Alien Metals Limited
For the year ended 31 December 2024
10
Principal Risks and Uncertainties (continued)
Key risks
Description of risk
Mitigating factors
Financial risks (continued)
Credit risk
The Group’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 Group invests its cash in
deposits
with
well-capitalised
financial institutions with strong
credit ratings.
Investment risk
The Group may from time to time hold shares in other
mining companies. There is not always a liquid market for
the shares in companies, and it may not always be
possible to sell such shares at the optimum time or price.
The Group has previously been
successful in realising value from
investments.
External risks
Metals prices
The Group’s ability to obtain further financing will depend
in part on the price of commodity prices, including copper,
silver, lead, iron ore and zinc, and the industry’s
perception of its future price. The Group's resources and
financial results of operations will also be affected by
fluctuations in metal prices over which the Group has no
control.
A reduction in the metal prices could prevent the Group’s
properties from being economically mined or result in
curtailment of existing production activities or result in the
impairment and write-off of assets. 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.
It is an accepted risk that the
Group’s
performance
will
be
impacted by the price of metals.
The Board and management believe
the price of precious metals will
increase in the long term.
The Group does not hedge its
exposure to metals prices.
Operational risks
Reliance
on
contractors
The Group relies on contractors to implement exploration
and development programmes. The failure of a contractor
or key service provider to properly perform its services to
the Group could delay or inconvenience the Group’s
operations and have a materially adverse effect on the
Group.
The Group has operated in Australia
for several years and has well-
established
and
trusted
relationships
with
various
contractors.
Key personnel
The Group’s business is dependent on retaining the
services of a small number of key personnel of the
appropriate calibre as the business develops. The Group
has entered into employment agreements with certain key
managers. The success of the Group 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 Group. The Group does
not currently have any insurance in place with respect to
key personnel.
The Board effectively operates as
the Nomination & Remuneration
Committee which is responsible for
considering succession planning
and
ensuring
remuneration
is
sufficient to attract and retain staff of
the
necessary
calibre.
The
Company also has the ability, and
track record, to attract new Directors
and personnel when required.
Directors’ Report
Alien Metals Limited
For the year ended 31 December 2024
11
Principal Risks and Uncertainties (continued)
Key risks
Description of risk
Mitigating factors
Operational risks (continued)
Environmental
factors
The Group’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 Group 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 because of its operations.
If the Group 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
standards and enforcement, increased fines and penalties
for
non-compliance,
more
stringent
environmental
assessments of proposed projects and a heightened
degree of responsibility for companies and their directors
and employees.
The Group’s activities could be subject to prolonged
disruptions due to weather conditions depending on the
location of operations in which the Group has interests.
The Group has an experienced
Board and management team with
an awareness and knowledge of
these types of risk.
Concessions are evaluated carefully
prior
to
their
acquisition
for
environmental risks and consultants
are engaged to advise on specific
risks when appropriate.
The Group has an excellent track
record on environmental matters.
Political risk
The Group is conducting its exploration activities in
Western Australia. The Group may be adversely affected
by changes in economic, political, judicial, administrative
or other regulatory factors such as taxation in these
jurisdictions, where the Group operates and holds its
major assets.
These changes may affect both the Group'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.
The
Directors
believe
the
government of Australia supports
the
development
of
natural
resources by foreign operators.
Payment
obligations
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 Directors have in place a
system of internal controls to ensure
any
payment
obligations
are
complied with.
Directors’ Report
Alien Metals Limited
For the year ended 31 December 2024
12
Principal Risks and Uncertainties (continued)
Key risks
Description of risk
Mitigating factors
Operational risks (continued)
Regulatory
approvals
The operations of the Group require approvals, licenses
and
permits
from
various
regulatory
authorities,
governmental and otherwise. There can be no guarantee
that the Group 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
Group
has
significant
experience in operating in Australia
and believes that the Group holds or
will obtain all necessary approvals,
licenses
and
permits
under
applicable laws and regulations in
respect of its current projects.
Competition
The Group 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 Group may be unable to acquire further mineral
concessions on terms it considers acceptable.
The Group and its management
team have significant experience in
mining
operations
in
Australia.
Through
its
experience
and
relationships, counterparties may
consider the Group to have lower
transaction risk than its competitors.
Conflicts of
interest
Certain directors and officers of the Group also serve as
directors and/or officers of other companies involved in
mineral exploration and development and consequently
there is the potential for conflicts of interest. The Group
expects that any such director or officer shall disclose
such interest in accordance with its articles of association
or his contractual obligations to the Group and any
decision made by any of such directors and officers
involving the Group 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 Group and its
shareholders.
The Group’s Articles of Association
have been adopted by shareholders
and any conflicts of interest are dealt
with in accordance with the rules set
out therein.
In the event of a conflict of interests,
the conflicted director shall not vote
on the relevant matter.
Health and
Safety
Alien Metals operates in an environment with work related
hazards
and
risk
of
injuries
and
accidents.
A
comprehensive health and safety programme is the
primary means for delivering best practices in health and
safety management. This programme is regularly required
to be updated to incorporate employee suggestions,
lessons learned from past incidents and new guidelines
related to new projects with the aim of identifying areas for
further improvement of health and safety management.
This requires continuous improvement of the health and
safety programme. Employee involvement is recognised
as fundamental in recognising and reporting unsafe
conditions and avoiding events that may result in injuries
and accidents.
The Group has established and
published robust corporate health,
safety,
environmental
and
community relations policies, and at
the operations level have put into
place
clear
safe
operating
procedures covering a variety of the
Group’s
activities.
The
active
participation of all staff in the
development, implementation and
further
development
of
these
procedures is actively encouraged.
Internal Controls
The Board recognises the importance of both financial and non-financial controls and has reviewed the Group’s control
environment and any related shortfalls during the year. Since the Group was established, the Directors are satisfied that,
given the current size and activities of the Group, adequate internal controls have been implemented. Whilst they are aware
that no system can provide absolute assurance against material misstatement or loss, in light of the current activity and
proposed future development of the Group, continuing reviews of internal controls will be undertaken to ensure that they are
adequate and effective.
Directors’ Report
Alien Metals Limited
For the year ended 31 December 2024
13
Going Concern
These financial statements have been prepared on a going concern basis, as set out in Note 2.4.
The Directors have prepared cash flow forecasts for the period ending 30 June 2026, which considers the cost and operational
structure of the Group and Parent Company, planned exploration and evaluation expenditure, licence commitments and
working capital requirements. These forecasts indicate that the Group and parent Company’s cash resources are not sufficient
to cover the projected expenditure for the period of 12 months from the date of approval of these financial statements. These
forecasts indicate that the Group and Parent Company, to meet their operational objectives, and expected liabilities as they
fall due, will be required to raise additional funds within the next 12 months.
Whilst the Directors are confident that they will be able to secure the necessary funding, the current conditions do indicate
the existence of a material uncertainty that may cast doubt regarding the applicability of the going concern assumption and
the auditors have referred to this in their audit report. The Directors are confident in the Company’s ability to raise additional
funds as required, from existing and/or new investors, within the next 12 months. Thus, they continue to adopt the going
concern basis of accounting in preparing these financial statements. The auditors refer to going concern by way of a material
uncertainty over the ability of the Company and the Group to fund the forecasted expenditure.
Directors’ and Officers’ Indemnity Insurance
During the financial year, the Company maintained insurance cover for its Directors and Officers under a Directors’ and
Officers’ liability insurance policy. The Company has not provided any qualifying indemnity cover for the Directors.
Provision of Information to Auditor
So far as each of the Directors is aware at the time this report is approved:
•
there is no relevant audit information of which the Company's auditor is unaware; and
•
the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit
information and to establish that the auditor is aware of that information.
Auditor
PKF Littlejohn LLP was appointed in the current year and signified its willingness to be reappointed in office as auditor.
This report was approved by the Board on 20 June 2025 and signed on its behalf.
Guy Robertson
Executive Chairman
Statement of Directors’ Responsibilities
Alien Metals Limited
For the year ended 31 December 2024
14
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with the applicable
law and regulations including the AIM Rules for Companies.
The Directors are required to prepare Financial Statements for each financial year. The Directors have elected to prepare the
Group’s Financial Statements in accordance with UK-adopted International Accounting Standards. The Directors must not
approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the
Group and of the profit or loss of the Group for that period. In preparing these Financial Statements, the Directors are required
to:
•
select suitable accounting policies and then apply them consistently;
•
make judgments and accounting estimates that are reasonable and prudent;
•
state whether applicable UK-adopted International Accounting Standards have been followed, subject to any
material departures disclosed and explained in the Financial Statements;
•
prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Group
will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s
transactions and disclose with reasonable accuracy at any time the financial position of the Group. They are also responsible
for safeguarding the assets of 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
Group’s website, https://www.alienmetals.uk. The Group is compliant with AIM Rule 26 regarding the Group’s website.
The Directors confirm that they have complied with the above requirements in preparing these Financial Statements.
Corporate Governance Report
Alien Metals Limited
For the year ended 31 December 2024
15
CORPORATE GOVERNANCE REPORT
The Board recognises the value and importance of maintaining the highest standards of corporate governance and is
committed to the principles and best practice of good corporate governance. In this regard the Directors have elected to
comply with the 2018 UK Corporate Governance Code (“the Code”) though there are a few provisions which the Group have
not complied with due to it not being practical to do so, having regard to the size and stage of development of the Group. The
Directors remuneration is disclosed in Note 20. The Code was updated in January 2024 and the 2024 Code will apply to
financial years beginning on or after 1 January 2025 and has not been early adopted.
Although the Code contains a set of five Principles that emphasise the value of good corporate governance to long term
sustainable success and focuses on the application of such Principles, it does not set out a rigid set of rules but instead offers
flexibility through the application of Principles and through “comply or explain” Provisions and supporting guidance.
The Company is small with a modest resource base. The Company has a clear mandate to optimise the allocation of limited
resources to support its development plans. As such, the Company strives to maintain a balance between conservation of
limited resources and maintaining robust corporate governance practices. As the Company evolves, the Board is committed
to enhancing the Company’s corporate governance policies and practices deemed appropriate for the size and maturity of
the organisation.
During the year the Board consisted of three Directors: an Executive Chairman, and two Non-Executive Directors (“NED”).
The Board considers that appropriate oversight of the Group is provided by the currently constituted Board. The sections
below set out the way in which the Group applies the Principles.
Principle 1: Board Leadership and Company Purpose
Alien Metals’ current objective is to develop its current portfolio of exploration projects to enable a return to shareholders that
recognises the risk of their investment, and development potential in the communities within which we operate. All the Group’s
projects are in Australia.
At any stage of a projects development the Company will consider a sale or joint venture if in the view of the Board, and
shareholders if required, it is in the best interests of shareholders.
The Executive Chairman 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 is responsible for monitoring the activities of the
executive management.
The Board usually meets a minimum of four times a year and frequently on ad-hoc basis. The Chairman is ultimately
responsible for ensuring that each Board decision is taken having sufficient information on and with all due discussion as is
relevant to such decision. All Directors attended each meeting held during the year.
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other
commitments and interests of its directors and changes to these commitments and interests are reported to, and, where
appropriate, agreed with the rest of the Board.
The Company has also adopted an Anti-Corruption and Bribery Policy to ensure compliance with the relevant laws governing
anti-corruption and anti-bribery as well as a Share Dealing Code for Directors and applicable employees to ensure compliance
with AIM Rule 21 and the provisions of the Market Abuse Regulations relating to dealings in the Group’s securities.
Provision 5 of the Code recommends that the Board appoints a director from the workforce, creates a formal workforce
advisory panel or appoints a designated Non-Executive Director to engage with the workforce. However, due to the Group
currently having a small number of employees, the Board does not consider this to be appropriate but at such time as the
size of the workforce increases, it will review the position and make any such appointments or take other actions it considers
appropriate.
Principle 2: Division of Responsibilities
The Board, with only three directors, effectively acts as the Audit and Risk Committee (the “ARC”) and the Nomination and
Remuneration Committee (the “N&R Committee”). These committees have responsibilities set out in respective Terms of
Reference which are addressed by the Board.
The division of responsibilities between the Chairman and senior management is clearly defined in writing. However, they
work closely together to ensure effective decision making and the successful delivery of the Group’s strategy.
Each Director has a Letter of Appointment or a Services Agreement in place to ensure that they clearly understand the
requirements of the role. All Directors are required to allocate sufficient time to the Company to discharge their responsibilities
effectively.
Corporate Governance Report
Alien Metals Limited
For the year ended 31 December 2024
16
Principle 2: Division of Responsibilities (continued)
Provision 11 of the Code requires at least half the Board, excluding the Chairman, to be Non-Executive Directors whom the
Board considers to be independent. During the year the Alien Metals Board consisted of two Non-Executive Directors - both
are considered to be independent, and an Executive Chairman.
On 15 March 2024, Rob Mosig was appointed as a Non-Executive Director, replacing Alwyn Vorster, Guy Robertson
reappointed Executive Chairman with Elizabeth Henson assuming the role of Senior Independent Non-Executive Director.
Principle 3: Composition, Succession and Evaluation
During the year ended 31 December 2024, the Board comprised of one Executive Chairman and two Non-Executive Directors.
The Board and its advisers have significant experience in the mining sector and from that, access to a strong network of
individuals working in the sector. The Board currently leads the process for Board appointments and is responsible for review
of the Board size, structure and composition (both Executive and Non-Executive) including any potential new applicants to
ensure the Board contains the right balance of skills, knowledge and experience to manage and grow the business.
The Board does not carry out a formal annual evaluation of its performance, the Chairman and individual Directors, which is
contrary to the recommendation of Code Provision 21.
However, the Chairman continuously considers the performance of the Board and individual directors and provides feedback
when appropriate. Similarly, the Chairman invites feedback in the same manner from the Non-Executive Directors and the
Company Secretary.
The Board considers 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. Nonetheless, the Board acknowledges the merits in
carrying out formal Board evaluations and will monitor the continuing suitability of this stance as the Company grows.
Principle 4: Audit, Risk and Internal Control
The Board currently carries out the functions of the ARC given that it only has three directors. However, other individuals such
as executive management may be invited to attend all or any part of any meeting when deemed appropriate. The Company’s
external auditors are invited to attend meetings of the Committee.
The ARC has responsibility for, among other things, the monitoring of the integrity of the financial statements of the Company
and its Group and the involvement of the Group's auditors in that process. It focuses on compliance with accounting policies
and ensuring that an effective system of external audit and financial control is maintained, including considering the scope of
the annual audit and the extent of the non-audit work undertaken by external auditors and advising on the appointment of
external auditors. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly
reports remains with the Board. The Audit Committee will meet at least two times a year at the appropriate times in the
financial reporting and audit cycle. The committee also reviews the emerging and principal risks of the business. Refer to
Principal Risks and Uncertainties on page 7.
Independence of the External Auditor
The independence of the auditor is considered by the Audit Committee each year. In assessing the auditor’s independence,
the Audit Committee considers:
•
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 the financial statements.
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
Corporate Governance Report
Alien Metals Limited
For the year ended 31 December 2024
17
Principle 4: Audit, Risk and Internal Control (continued)
The Group’s external auditor is PKF Littlejohn LLP for the audit of the 31 December 2024 accounts.
Having assessed the performance, objectivity and independence of the auditor, the Committee will be recommending the
reappointment of PKF Littlejohn LLP as auditor to the Company at the 2025 Annual General Meeting.
During the year to 31 December 2024, the Audit Committee considered the following key issues in relation to the Financial
Statements:
Issue
Action
•
Accounting policies
The Committee reviewed and discussed the significant accounting
policies with management and the external auditor and reached the
conclusion that each policy was appropriate to the Group.
•
Carrying value of intangibles
The Committee reviewed the impairment assessment report prepared by
management and agreed that given the reasonable expectation that the
Group will achieve its milestone targets in the near future, that no
impairment to the value of the intangibles was required as at
31 December 2024.
•
Going concern review
The Committee considered the ability of the Group to operate as a Going
Concern considering cash-flow forecasts for the next 12 months. It was
determined by the Committee that the forecasts indicate that the Group
and parent Company’s cash resources are not sufficient to cover the
projected expenditure for the period of 12 months. Notwithstanding, the
Directors are confident in the Company’s ability to raise additional funds
as required, from existing and/or new investors, within the next
12 months. Thus, they continue to adopt the going concern basis of
accounting preparing these financial statements. Refer to page 13 and
note 2.4 for further information on going concern.
•
Review
of
audit
and
non-audit
services and fees
The external auditor is not engaged by the Group to carry out any non-
audit work in respect of which it might, in the future, be required to
express an audit opinion.
The Committee reviewed the fees charged for the provision of audit
services and determined that they were in line with fees charged to
companies of similar size and stage of development.
The Committee considered and was satisfied the external auditor’s
assessment of its own independence.
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 considered to be justified at present.
Principle 5: Remuneration
The N&R Committee is currently comprised of the full Board, given the Company had only three Directors at year end.
The N&R Committee recognises that an effective Board comprises a range and balance of skills, experience, knowledge,
genders 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.
In addition, the N&R Committee is responsible for establishing a formal and transparent procedure for developing policy on
executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board
the framework for remuneration of executive management of the Company as it is designated to consider. It is furthermore
responsible for determining the total individual remuneration packages of each Director including, where appropriate,
bonuses, incentive payments and share options.
Provision 34 of the Code specifies that the remuneration of Non-Executive Directors should not include share options or other
performance-related elements. However, although one Non-Executive Director has been granted options, the Board
considers the quantum of options granted is such that it does not impair or compromise their impartiality or objectivity in
decision making. The independence of Non-Executive Directors is reviewed and will continue to be reviewed by the Board on
a regular basis.
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.
Corporate Governance Report
Alien Metals Limited
For the year ended 31 December 2024
18
Principle 5: Remuneration (continued)
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 aligns with Provision 40 of the code and is as follows:
•
remuneration of Directors is disclosed in annual accounts for clarity and to ensure transparency.
•
remuneration structures are limited to salaries and options to avoid complexity and are clearly communicated by the
Board to ensure predictability.
•
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;
•
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, unless the Board determines otherwise.
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 N&R 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. A description of the material terms of each director’s contract is provided under
“Terms of Directors’ Employment, Termination and Change of Control Benefits” below.
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.
The Chair welcomes major shareholders to discuss the Company’s strategy and governance, including, on the appointment
of key Board appointments. The Chair reports to the Board as a whole, on the views of major shareholders.
The Company does not anticipate making any significant changes to its compensation policies and practices during 2025.
Culture and employees
At the Company’s present stage of development, it has two employees, excluding directors, so its culture exists principally in
the Boardroom and amongst any contractors. 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. If the Board has any
concerns, it will require management to take remedial action.
The Board recognises the importance of the remuneration structure supporting its strategy and reinforcing the culture of the
organisation.
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 N&R Committee considers 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 N&R Committee acknowledges the merits in carrying out formal Board evaluations and will monitor the continuing
suitability of this stance as the Company grows.
Corporate Governance Report
Alien Metals Limited
For the year ended 31 December 2024
19
Relations with stakeholders
The Company is committed to a continuous dialogue with shareholders as it believes that this is essential to ensure a greater
understanding of and confidence amongst its shareholders in the medium and longer-term strategy of the Group and in the
Board’s ability to oversee its implementation. It is the responsibility of the Board as a whole, to ensure that a satisfactory
dialogue takes place.
Whilst the Company is a BVI registered company, the UK Corporate Governance code references Section 172 of the
Companies Act 2006 which requires Directors to take into consideration the interests of stakeholders in their decision making.
The Board is committed to understanding and engaging with all key stakeholder groups of the Company to maximise value
and promote long-term Company success in line with our strategic objectives. The Board recognises how the Company’s
activities and decisions will impact employees, those with which it has a business relationship, the community and
environment and its reputation for high standards of business conduct. In weighing all the relevant factors, the Board, acting
in good faith and fairly between members, makes decisions and takes actions that it considers will best lead to the long-term
success of the Company.
During the year, the Board assessed its current activities between the Board and its stakeholders, which demonstrated that
the Board actively engages with its stakeholders and takes their various objectives into consideration when making decisions.
Specifically, actions the Board has taken to engage with its stakeholders in 2024 include:
•
Attended the 2024 AGM and answered questions raised by shareholders;
•
Made presentations at conferences and published recordings and slide decks on the Company’s exploration activities;
•
Evaluated the relationships with the Company’s various collaborators through management and identified ways to
strengthen relationships and arrangements with key collaborations; and
•
Monitored company culture and engaged with employees on efforts to continuously improve company culture and
morale.
The Board believes that appropriate steps and considerations have been taken during the year so that each Director
understands the various key stakeholders of the Company. The Board recognises its responsibility to consider all such
stakeholder needs and concerns as part of its discussions, decision-making, and in the course of taking actions, and will
continue to make stakeholder engagement a top priority in the coming years.
The Chairman and other Directors, as appropriate, make themselves available for contact with major shareholders and other
stakeholders to understand their issues and concerns.
The Company plans to use the AGM as an opportunity to communicate with its shareholders. To ensure compliance with the
Governance Code, the Board proposes separate resolutions for each issue, and proxy forms allow shareholders who are
unable to attend the AGM to vote for or against or to withhold their vote on each resolution. The results of all proxy voting will
be published on the Group’s website after the AGM. Shareholders who attend the AGM will have the opportunity to ask
questions.
The Group’s website is the primary source of information on the Group. The website includes an overview of the activities of
the Group and all recent Group announcements.
Going Concern
The Directors have reviewed cash flow forecasts for the period ending 30 June 2026 which indicate that the Group and parent
Company’s cash resources are not sufficient to cover the projected expenditure for the period of 12 months from the date of
approval of these financial statements. The Directors are confident in the Company’s ability to raise additional funds as
required, from existing and/or new investors, within the next 12 months. Thus, they continue to adopt the going concern basis
of accounting preparing these financial statements
Provisions not applied
The Company is small with a modest resource base. The Company has a clear mandate to optimise the allocation of limited
resources to support its development plans. To ensure the appropriate corporate governance is applied to the size and
maturity of the Company, there are certain provisions the group specifically does not comply with, given the size of the Group,
as noted below:
Employee Engagement
Due to the Company only having a small number of employees, 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”. When the size of the workforce
increases, the Board will review the position and make any such appointments or take other actions it considers appropriate.
Corporate Governance Report
Alien Metals Limited
For the year ended 31 December 2024
20
Provisions not applied (continued)
Open advertising
The Board does not always use open advertising and/or an external search consultancy for the appointment of the Chair and
Non-Executive Directors. This is Contrary to Code Provision 20. Given the size of the Company and skills required by the
Board it is not always possible to run an open advertising process.
Annual evaluation of the performance of the Board
The Board does not carry out a formal annual evaluation of its performance, its committees, the Chair and individual directors.
This is contrary to Code Provision 21 and is explained in the section headed “Board assessments”.
Board Committees
Currently, the Company has insufficient independent Non-Executive Directors to enable it to meet the criteria for the
composition of its committees, contrary to Code Provision 24 and Code Provision 32. The Nomination and Remuneration
Committee, in conjunction with the Board, regularly reviews the composition of the Board and its committees and will look to
appoint new independent Non-Executive Directors in due course.
Performance related pay
Non-Executive Directors participate in the Company’s share option plan. This is contrary to Code Provision 34. The
Company’s Non-Executive Directors participate in the Company’s discretionary share option plan (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.
Viability statement
In accordance with the UK Corporate Governance Code published in July 2018, the Directors have assessed the prospects
of the Group and concluded that it is appropriate to adopt the going concern basis of accounting based on the amount of cash
on hand at the end of the year and alternative funding options available at the time of publication of this report. The assessment
of going concern is disclosed in Note 2.4.
The Board’s assessment of the Group’s current position and principal risks are disclosed in the Directors’ Report on page 7.
The Directors consider that the Annual Report and the Financial Statements, taken as a whole, are fair, balanced, and
understandable and provide the information necessary for the shareholders to assess the Company’s position and
performance, business model and strategy. Refer to the Statement of Directors Responsibilities on page 14.
Elizabeth Henson
Senior Independent Non-Executive Director
13 June 2025
Independent Auditor’s Report
Alien Metals Limited
For the year ended 31 December 2024
21
INDEPENDENT AUDITOR’S REPORT
Opinion
We have audited the financial statements of Alien Metals Limited (the ‘Group’) for the year ended 31 December 2024 which
comprise Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and notes to the financial statements,
including significant accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and UK-adopted international accounting standards.
In our opinion, the financial statements:
•
give a true and fair view of the state of the Group’s affairs as at 31 December 2024 and of its loss for the year then
ended; and
•
have been properly prepared in accordance with UK-adopted international accounting standards.
Basis for opinion
We conducted our 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 financial
statements section of our report. We are independent of the company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to 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.
Material uncertainty related to going concern
We draw attention to note 2.4 in the financial statements, which indicates that the Group holds a cash and cash equivalents
balance of $224,000 as at 31 December 2024 and that the Group will be required to raise further finance, equity and/or debt,
in order to fund its forecasted expenditure over the next twelve months. As stated in note 2.4, these events or conditions,
along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt
on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group’s ability to
continue to adopt the going concern basis of accounting included:
o
reviewing and challenging cashflow forecasts prepared by management covering the 12 months from the
approval of these financial statements and the related key assumptions
o
confirming the mathematical accuracy cashflow forecasts
o
ascertaining the Group’s current financial position and cash reserves
o
discussing the Group’s strategies regarding future fund raises
o
reviewing post year end arrangements entered into by the Group
In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to:
•
the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt
the going concern basis of accounting; and
•
the directors' identification in the financial statements of the material uncertainty related to the entity’s ability to
continue as a going concern over a period of at least twelve months from the date of approval of the financial
statements
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
Materiality for the consolidated financial statements was set at $343,000 (2023: $360,000) based upon 2% of gross assets
(2023: 2%). Gross assets include exploration and evaluation assets which make up most of the financial statement balances
and the going concern of the group is dependent on its ability to fund operations going forward including the valuation of its
assets which represent the underlying value of the Group.
Independent Auditor’s Report
Alien Metals Limited
For the year ended 31 December 2024
22
Performance materiality and the triviality threshold for the financial statements was set at $240,000 and $17,000 respectively
(2023: $252,000 and $18,000). In determining performance materiality, we considered management’s attitude to correcting
misstatements identified, our cumulative knowledge of the exploration industry and its specific trends, the consistency in the
level of judgement required in key accounting estimates and the stability in key management personnel.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
The range of performance materiality allocated across components was between $168,000 and $144,000 (2023: $228,000
and $117,000). We also agreed to report to the Board of Directors any other differences below the threshold for triviality that
we believed warranted reporting on qualitative grounds. The amount was determined based upon where the areas of
significant risk arose.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
In particular we looked at areas involving significant accounting estimates and judgements by the directors and considered
future events that are inherently uncertain, such as the carrying value of exploration and evaluation assets and the fair value
assigned to share warrants and share options issued in the year. We also addressed the risk of management override of
internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk
of material misstatement due to fraud.
A full scope audit was performed on the complete financial information of four of the components of the Group and a limited
scope review was performed on the remaining three as they were assessed as insignificant.
Of the seven reporting components of the Group, one is located in the British Virgin Islands, two are located in the United
Kingdom and four are located in Australia. PKF Littlejohn LLP audited the parent company, situated in the British Virgin
Islands, and all other reporting components. The Engagement Partner conducted audit work in the United Kingdom but
interacted regularly with the management team in the Australia during all stages of the audit and was responsible for the
scope and direction of the audit process. This, in conjunction with additional procedures performed, gave us appropriate
evidence for our opinion on the Group financial statements.
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.
Key Audit Matter
How our scope addressed this matter
Carrying value of intangible assets (Note 8)
The carrying value of intangible assets related to
exploration and evaluation assets amounted to
$16,435,000 (2023: 16,593,000) as at 31 December 2024
and as such, is material. The value of these assets,
including the value of the assets under construction
used for exploration and evaluation projects, is
dependent on the successful development of its iron
ore resources in Western Australia.
Management is required to assess by reference to IFRS
6 Exploration and Evaluation Assets, whether there are
potential indicators of impairment of the Group’s
exploration and evaluation assets at each reporting
date and, if potential indicators of impairment are
identified.
Our work in this area included but was not limited to:
•
Substantive testing on additions capitalised to
intangible assets and assets under construction during
the year to assess whether they are:
o
Appropriately capitalised in accordance
with IFRS 6 (Exploration for and
Evaluation of Mineral Resources)
including ensuring the appropriate
treatment of costs under the earn-in
agreement with West Coast Silver
Limited ; and
o
Allocated to a valid legal right to explore
which is owned by the Group.
Independent Auditor’s Report
Alien Metals Limited
For the year ended 31 December 2024
23
Management is required to perform a full assessment
of the recoverable value of the exploration and
evaluation
assets
in
accordance
with
IAS
36
Impairment of Assets.
Given the inherent judgement involved in the
assessment of whether there are indications of
impairment, as required by IFRS 6, there is a risk the
carrying amount of exploration and evaluation assets
are overstated and should be impaired.
•
Obtaining, reviewing and critically assessing
management’s impairment assessment and obtaining
supporting evidence for management’s key inputs and
judgements therein;
•
Assessing whether impairment indicators exist in line
with IFRS 6, including considering factors such as the
licence status and its expiry date.
•
Reviewing the licences terms to ensure that any
minimum expenditure terms enclosed have been
adequately met or are expected to be met over the
licence period.
•
Discussing with management their plans regarding
future exploration on the licence areas; and
•
Assessing the appropriateness of the accounting
policies and disclosures included in the financial
statements in accordance with IFRS 6.
We note that the recoverability of the carrying value of
exploration and evaluation assets is dependent upon the
Group successfully securing additional funding or obtaining
the financial support of a joint venture partner or similar.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion
on the Group financial statements does not cover the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the course of 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 this gives rise to a material
misstatement in the financial statements themselves. 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.
Corporate governance statement
We have reviewed the directors' statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the company's compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
•
Directors' statement with regards the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 19 and 20;
•
Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers and why
the period is appropriate set out on page 19 and 20;
•
Directors’ statement on whether they have a reasonable expectation that the Group will be able to continue in
operation and meets its liabilities set out on page 19 and 20;
•
Directors' statement that they consider the annual report and the financial statements, taken as a whole, to be fair,
balanced and understandable set out on page 20;
•
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page
16;
•
The section of the annual report that describes the review of effectiveness of risk management and internal control
systems set out on page 16; and
•
The section describing the work of the audit committee set out on page 16.
Independent Auditor’s Report
Alien Metals Limited
For the year ended 31 December 2024
24
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the
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 financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the 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 financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with 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 financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud is detailed below:
•
We obtained an understanding of the Group and the exploration sector to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this
regard through discussions with management and independent research.
•
We determined the principal laws and regulations relevant to the Group in this regard to be those arising from the
British Virgin Islands (“BVI”) Business Companies Act, AIM Rules, local tax legislation and local environmental,
employment and health and safety laws.
•
We designed our audit procedures to ensure the audit team considered whether there were any indications of non-
compliance by the Group with those laws and regulations. These procedures included, but were not limited to:
o
Discussions with management regarding compliance with laws and regulations by the Group;
o
Reviewing of board meeting minutes; and
o
Reviewing of regulatory news announcements.
•
We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in
addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that there
was potential for management bias in relation to the carrying value of intangible assets. We addressed these risks
by challenging the assumptions and judgements made by management when auditing these significant accounting
estimates (see the Key Audit Matters section of our report).
•
As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing
audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for
evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside
the normal course of business.
Independent Auditor’s Report
Alien Metals Limited
For the year ended 31 December 2024
25
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we
will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with our engagement letter dated 25 April
2025. Our audit work has been undertaken so that we might state to the company’s members those matters we are required
to state to them in an 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 members as a body, for our audit work, for this
report, or for the opinions we have formed.
Alistair Roberts (Engagement Partner)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Registered Auditor
London E14 4HD
23 June 2025
Financial Report
Alien Metals Limited
For the year ended 31 December 2024
26
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
Group
Continuing Operations
Note
2024
$’000
2023
$’000
Administration expenses
6
(1,420)
(2,712)
Other losses
6
(77)
(1,153)
Other gains
-
178
Operating loss
(1,497)
(3,687)
Finance costs
18
(64)
(42)
Finance income
18
5
8
Loss for the year before taxation
(1,556)
(3,721)
Income tax
7
-
-
Loss for the year
(1,556)
(3,721)
Loss attributable to:
-
owners of the Parent
(1,556)
(3,721)
(1,556)
(3,721)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Exchange differences recognised directly in equity
(1,404)
(415)
Total Comprehensive Income
(2,960)
(4,136)
Attributable to:
- owners of the Parent
(2,960)
(4,136)
Total Comprehensive Income
(2,960)
(4,136)
-
Total comprehensive income attributable to continuing
operations
Total comprehensive loss for the year attributable to equity
shareholders of the parent
(2,960)
(4,136)
Earnings/(loss) per share (cents) from continuing operations
attributable to owners of the Parent – Basic & Diluted
21
(0.0225)
(0.065)
The Notes on pages 30 to 49 form part of these Financial Statements.
Financial Report
Alien Metals Limited
For the year ended 31 December 2024
27
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of 31 December 2024
Group
Note
2024
$’000
2023
$’000
Non-current Assets
Intangible assets
8
16,435
16,593
Assets under construction
9
361
455
Plant and equipment
-
10
Right of use asset
10
-
24
Total non-current assets
16,796
17,082
Current Assets
Trade and other receivables
11
171
261
Cash and cash equivalents
12
224
676
Total current Assets
395
937
Total assets
17,191
18,019
Non-current liabilities
Contract liabilities
13
-
Total non-current liabilities
13
-
Current liabilities
Trade and other payables
13
755
726
Lease liability
10
-
26
Convertible note
14
708
571
Total current liabilities
1,463
1,323
Total liabilities
1,476
1,323
Net assets
15,715
16,696
Equity attributable to owners of the Parent
Share capital
15
83,848
82,097
Warrant reserve
16
458
834
Options reserve
16
730
854
Share-based payments reserve
16
20
-
Foreign exchange translation reserve
16
(1,125)
279
Accumulated losses
(68,216)
(67,368)
Total Equity
15,715
16,696
The Financial Statements were approved and authorised for issue by the Board of Directors on 13 June 2025 and were signed
on its behalf by:
Guy Robertson
Executive Chairman
The Notes on pages 30 to 49 form part of these Financial Statements.
Financial Report
Alien Metals Limited
For the year ended 31 December 2024
28
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share
capital
$’000
Warrants
reserve
$’000
Share-
based
payments
Reserve
$’000
Options
reserve
$’000
Foreign
Exchange
Translation
reserve
$’000
Retained
losses
$’000
Total equity
$’000
As at 1 January 2023
79,586
739
-
771
694
(63,647)
18,143
Loss for the year
-
-
-
-
-
(3,721)
(3,721)
Other comprehensive income
Exchange differences recognised directly in
equity
-
-
-
(415)
-
(415)
Total comprehensive income for the year
-
-
-
(415)
(3,721)
(4,136)
Transactions with owners in their capacity as owners
Contributions of equity, net of costs
2,478
-
-
-
-
2,478
Share-based payment transactions
-
95
-
121
-
-
216
Exercise of options & warrants
33
-
-
(38)
-
-
(5)
As at 31 December 2023
82,097
834
-
854
279
(67,368)
16,696
Loss for the year
-
-
-
-
-
(1,556)
(1,556)
Other comprehensive income
Exchange differences recognised directly in
equity
-
-
-
-
(1,404)
-
(1,404)
Total comprehensive income for the year
-
-
-
-
(1,404)
(1,556)
(2,960)
Transactions with owners in their capacity as owners
Contributions of equity, net of costs
1,751
-
-
-
-
-
1,751
Share-based payment transactions
-
60
20
148
-
-
228
Expiry of options & warrants
-
(436)
-
(272)
-
708
-
As at 31 December 2024
83,848
458
20
730
(1,125)
(68,216)
15,715
The Notes on pages 30 to 49 form part of these Financial Statements
Financial Report
Alien Metals Limited
For the year ended 31 December 2024
29
CONSOLIDATED CASHFLOW STATEMENT
For the year ended 31 December 2024
Group
Note
2024
$’000
2023
$’000
Cash flows from operating activities
Loss before taxation from continuing operations
(1,556)
(3,721)
Adjustments for:
Share based payments
17
148
216
Impairment - Exploration and evaluation
6,8
-
794
Exploration and evaluation assets written off
6,8
10
-
Impairment – Other
-
140
Loss on derecognition of convertible note
14
-
198
Loss on cancellation of convertible note
37
-
Other non-cash losses / (gains)
31
(169)
Exchange difference
28
(379)
Finance charges
64
-
Depreciation and amortisation
6
26
52
Decrease / (increase) in trade and other receivables
101
(94)
Increase / (decrease) in trade and other payables
189
(242)
Net cash used in operating activities
(922)
(3,205)
Cash flows from investing activities
Acquisition of intangibles
-
-
(21)
Additions of intangibles
-
(1,370)
(1,708)
Expenditure on plant and equipment
-
(10)
Proceeds from sale of assets under construction
9
34
-
Net cash used in investing activities
(1,336)
(1,739)
Cash flows from financing activities
Proceeds from issue of shares
15
1,904
2,639
Cost of share issue
15
(118)
(128)
Proceeds from convertible note
14
66
500
Lease payments
10
(22)
(46)
Net cash generated from financing activities
1,830
2,965
Net decrease in cash and cash equivalents
(428)
(1,979)
Cash and cash equivalents at beginning of year
676
2,177
Effect of exchange rate fluctuations on translation
(24)
478
Cash and cash equivalents at end of year
12
224
676
Major non-cash transactions
During the year, share-based payment expenses of $148,000 relating to the issue of options and warrants were recorded.
The Notes on pages 30 to 49 form part of these Financial Statements.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
30
NOTES TO THE CONSOLIDATED FINANCIAL REPORT
ACCOUNTING POLICIES
1.
General Information
The principal activity of Alien Metals Limited (“the Company”) and its subsidiaries (together “the Group”) is the acquisition and
development of mineral resource assets.
The Company’s shares are traded on AIM, a market operated by the London Stock Exchange. The Company is incorporated
in the British Virgin Islands and domiciled in the United Kingdom.
The address of its registered office is Craigmuir Chambers, PO Box 71, Road Town, Tortola, BVI.
2.
Summary of Material Accounting Policies
The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies
have been consistently applied to all the periods presented, unless otherwise stated.
2.1
Basis of Preparation of Financial Statements
The Group Financial Statements have been prepared in accordance with UK-adopted international accounting standards.
The Group Financial Statements have also been prepared under the historical cost convention, except as modified for assets
and liabilities recognised at fair value on an asset acquisition, the valuation of share-based payments in the form of options
and warrants, and the valuation of the convertible note.
The Financial Statements are presented in US dollars rounded to the nearest thousand.
The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It
also requires management to exercise its judgement in the process of applying the Accounting Policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Group are
disclosed in Note 4.
2.2
New or Amended Accounting Standards and Interpretations
The Group has adopted all the new or amended Accounting Standards issued by the International Accounting Standards
Board (IASB) that are mandatory for the current year. No change to accounting policies was required.
International Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the Group for the annual reporting period ended 31 December 2024. The Group had not yet
assessed the impact of these new or amended Accounting Standards and Interpretations.
2.3
Basis of Consolidation
The Group Financial Statements consolidate the Financial Statements of Alien Metals Limited and the Financial Statements
of all its subsidiary undertakings made up to 31 December 2024.
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or
has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the
entity. Where an entity does not have returns, the Group’s power over the investee is assessed as to whether control is held.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from
the date that control ceases.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
31
2.3
Basis of Consolidation (continued)
Below is a summary of subsidiaries of the Group:
Name of subsidiary
Place of
business
Parent company
Share capital
held
Principal activities
Arian Silver Corporation (UK) Ltd
England and
Wales
Alien Metals
Limited
100%
Holding
Arian Silver (Holdings) Limited
England and
Wales
Alien Metals
Limited
100%
Holding
A.C.N. 643 478 371 Pty Ltd
Australia
Alien Metals
Limited
100%
Exploration
Iron Ore Company of Australia Pty
Ltd
Australia
Alien Metals
Limited
100%
Exploration
Alien Metals Australia Pty Ltd
Australia
Alien Metals
Limited
100%
Exploration
Mallina Exploration Pty Ltd
Australia
Alien Metals
Limited
100%
Exploration
Compañía Minera Estrella de Plata
S.A. de C.V.
Mexico
Alien Metals
Limited
100%
Exploration
Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated on
consolidation. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
2.4
Going Concern
These financial statements have been prepared on the going concern basis. The Group’s business activities, together with
the factors likely to affect its future development, performance and position are set out in the Chairman’s Statement and the
Strategic Report.
As at 31 December 2024, the Group had cash and cash equivalents of $224,000. The Directors have prepared cash flow
forecasts to 30 June 2026 which take account of the cost and operational structure of the Group, planned exploration and
evaluation expenditure, licence commitments and working capital requirements. These forecasts indicate that the Group’s
cash resources are not sufficient to cover the projected expenditure for the period 12 months from the date of approval of
these financial statements.
In common with many exploration and evaluation entities, the Company will need to raise further funds within the next
12 months to meet its expected liabilities as they fall due and progress the Group into construction and eventual production
of revenues. The Directors are confident in the Company’s ability to raise additional funds as required, from existing and/or
new investors, within the next 12 months.
Given the Group’s current cash position and its demonstrated ability to raise capital, the Directors have a reasonable
expectation that the Group and Parent Company has adequate resources to continue in operational existence for the
foreseeable future.
Notwithstanding the above, these circumstances indicate that a material uncertainty exists that may cast significant doubt on
the Group’s ability to continue as a going concern and, therefore, that the Group and Parent Company may be unable to
realise their assets or settle their liabilities in the ordinary course of business. As a result of their review, and despite the
material uncertainty, the Directors have confidence in the Group and Parent Company’s forecasts and have a reasonable
expectation that the Group will continue in operational existence for the going concern assessment period and have therefore
used the going concern basis in preparing these consolidated financial statements. The auditors refer to going concern by
way of a material uncertainty in their report.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
32
2.5
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-
maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors that makes strategic decisions.
Segment results, include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
The Board of Directors considers there to be only one operating segment during the year, the exploration, development and
exploitation of mineral resources, and three geographical segments, being Mexico, Australia and United Kingdom.
2.6
Foreign Currencies
(a)
Functional and presentation currency
Items included in the Financial Statements of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (the ‘functional currency’). The functional currency of the Company is Pounds
Sterling, the functional currency of the Australian subsidiaries is Australian Dollars and Mexican subsidiary Mexican pesos.
The Financial Statements are presented in US dollars, rounded to the nearest thousand.
(b)
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of
the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income.
(c)
Group companies
The results and financial position of all the Group’s entities (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency as
follows:
•
assets and liabilities for each statement of financial position presented are translated at the closing rate at the date
of that statement of financial position
•
income and expenses for each statement of comprehensive income presented are translated at average exchange
rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the dates of the transactions); and
•
all resulting exchange differences are recognised in other comprehensive income, if material.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary
items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future,
are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the
income statement as part of the gain or loss on sale.
2.7
Intangible Assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be
successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation
assets, and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological,
geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical
feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when
the mining property is capable of commercial production.
Exploration and evaluation assets are recorded and held at cost
Exploration and evaluation assets are not subject to amortisation but are assessed annually for impairment. The assessment
is carried out by allocating exploration and evaluation assets to cash generating units (“CGU’s”), which are based on specific
projects or geographical areas. The CGUs are then assessed for impairment using a variety of methods including those
specified in IFRS 6.
Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of
commercially viable quantities of mineral resources and the Group has decided to discontinue such activities of that unit, the
associated expenditures are written off to the Consolidated Statement of Comprehensive Income.
Exploration and evaluation assets recorded at fair-value on acquisition
Exploration assets which are acquired are recognised at fair value. When an acquisition of an entity whose only significant
assets are its exploration asset and/or rights to explore, the Directors consider that the fair value of the exploration assets is
equal to the consideration. Any excess of the consideration over the capitalised exploration asset is attributed to the fair value
of the exploration asset.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
33
2.7
Intangible Assets (continued)
During the year, the Company completed one acquisition which has been treated as an asset acquisition. Per IFRS 3, an
entity shall determine whether a transaction or other event is a business combination by applying the definition in this IFRS,
which requires that the assets acquired, and liabilities assumed constitute a business. If the assets acquired are not a
business, the reporting entity shall account for the transaction or other event as an asset acquisition. As the acquisitions were
not considered to meet the definition of a business combination under IFRS 3, the Group Financial Statements are prepared
as though the group has acquired an asset. The fair value of the assets was determined by management and the assets were
classified as intangible assets given that they represent exploration and evaluation assets.
2.8
Investment in Subsidiaries
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment
provision.
2.9
Assets under Construction
Assets under construction are stated at historical cost less accumulated depreciation and any accumulated impairment losses.
Assets under construction are not depreciated until they are completed and brought into use.
All assets are subject to annual impairment reviews. An asset’s carrying amount is written down immediately to its recoverable
amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. The carrying amount of the replacement part is derecognised. All other repairs and maintenance are
charged to the Consolidated Statement of Comprehensive Income during the financial period in which they are incurred.
The asset’s residual value and useful economic lives are reviewed, and adjusted if appropriate, at the end of each reporting
period.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within
‘Other net gains / (losses)’ in the Consolidated Statement of Comprehensive Income.
2.10
Right-of-use Assets and Leases
The Group leases certain property, plant and equipment.
The lease liability is initially measured at the present value of the lease payments that are not paid. Lease payments generally
include fixed payments less any lease incentives receivable. The lease liability is discounted using the interest rate implicit in
the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. The Group estimates the
incremental borrowing rate based on the lease term, collateral assumptions, and the economic environment in which the
lease is denominated. The lease liability is subsequently measured at amortized cost using the effective interest method. The
lease liability is remeasured when the expected lease payments change as a result of new assessments of contractual options
and residual value guarantees.
The right-of-use asset is recognised at the present value of the liability at the commencement date of the lease less any
incentives received from the lessor. Added to the right-of-use asset are initial direct costs, payments made before the
commencement date, and estimated restoration costs. The right-of-use asset is subsequently depreciated on a straight-line
basis from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease
term. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of
the lease liability.
Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance
charges, are included in lease liabilities, split between current and non-current depending on when the liabilities are due. The
interest element of the finance cost is charged to the Statement of Profit and Loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability for each period. Assets obtained under finance
leases are depreciated over their useful lives. The lease liabilities are shown in Note 10.
Exemptions are applied for short life leases and low value assets, with payment made under operating leases charged to the
Consolidated Statement of Comprehensive Income on a straight-line basis of the period of the lease.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
34
2.11
Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and
are tested annually for impairment. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in
use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash generating units).
Non-financial assets that suffered impairment (except goodwill) are reviewed for possible reversal of the impairment at each
reporting date.
2.12
Financial Assets
(a)
Classification
The Group classifies its financial assets in the following categories: at amortised cost including trade receivables and other
financial assets at amortised cost, at fair value through other comprehensive income and at fair value through profit or loss,
loans and receivables, and available-for-sale. The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at initial recognition.
(b)
Recognition and measurement
Amortised cost
Trade and other receivables are recognised initially at the amount of consideration that is unconditional, unless they contain
significant financing components, in which case they are recognised at fair value. The group holds the trade and other
receivables with the objective of collecting the contractual cash flows, and so it measures them subsequently at amortised
cost using the effective interest method.
The group classifies its financial assets as at amortised cost only if both of the following criteria are met:
the asset is held within a business model whose objective is to collect the contractual cash flows; and
the contractual terms give rise to cash flows that are solely payments of principal and interest.
(c)
Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and
all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The
expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to
the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next
12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies
the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit
risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date.
The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases,
the Group may also consider a financial asset to be in default when internal or external information indicates that the Group
is unlikely to receive the outstanding contractual amounts in full before considering any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and
usually occurs when past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial
asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the
financial asset have occurred.
(d)
Derecognition
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and
the sum of the consideration received and receivable, is recognised in profit or loss. This is the same treatment for a financial
asset measured at fair value through profit and loss.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
35
2.13
Financial Liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial
liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs.
The Group’s financial liabilities include trade and other payables. 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. Convertible loan notes are classified
entirely as liabilities and contain an embedded derivative which has been designated as at fair value through profit or loss on
initial recognition and, as such, the embedded conversion feature is not separated.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Trade and other payables
After initial recognition, trade and other payables are subsequently measured at amortised cost using the effective interest
rate (‘EIR method’). Gains and losses are recognised in the statement of profit or loss and other comprehensive income when
the liabilities are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included as finance costs in the Consolidated Statement of Comprehensive Income.
Derecognition
A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit
or loss and other comprehensive income.
Fair value
All assets and liabilities for which fair value is measured or disclosed in the consolidated Financial Statements are categorised
within the fair value hierarchy. The fair value hierarchy prioritises the inputs to valuation techniques used to measure fair
value. The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments and other
assets and liabilities for which the fair value was used:
-
level 1: quoted prices in active markets for identical assets or liabilities
-
level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as
prices) or indirectly (derived from prices); and
-
level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
2.14
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.15
Taxation
Tax for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it
relates to items recognised directly in equity. In this case the tax is also recognised directly in other comprehensive income
or directly in equity, respectively. The current income tax charge is calculated based on the tax laws enacted or substantively
enacted at the end of the reporting period in the countries where the Company’s subsidiaries and associates operate and
generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected
to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated Financial Statements. However, the deferred tax is not
accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that,
at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using
tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting period and are expected to
apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
36
2.15
Taxation (continued)
Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries,
associates and joint arrangements, except for deferred income tax liability where the timing of the reversal of the temporary
difference is controlled by the group, and it is probable that the temporary difference will not reverse in the foreseeable future.
Generally, the group is unable to control the reversal of the temporary difference for associates. Only where there is an
agreement in place that gives the group the ability to control the reversal of the temporary difference not recognised.
Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries,
associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and
there is sufficient taxable profit available against which the temporary difference can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
against current tax liabilities, and when the deferred income tax assets and liabilities relate to income taxes levied by the
same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances
on a net basis.
2.16
Share Capital and Other Reserves
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity, as a deduction, net of tax, from the proceeds provided
Other reserves consist of the share-based payment reserves and the foreign exchange translation reserve. See Note 16 for
further detail.
2.17
Share-based Payments
The Group operates several equity-settled share-based schemes, under which the entity receives services from employees
or third-party suppliers as consideration for equity instruments (shares, options and warrants) of the Group. The Group may
also issue warrants to share subscribers as part of a share placing. The fair value of the equity-settled share-based payments
is recognised as an expense in the Consolidated Statement of Comprehensive Income or charged to equity depending on
the nature of the service provided or instrument issued. The total amount to be expensed or charged in the case of options is
determined by reference to the fair value of the options or warrants granted:
•
including any market performance conditions
•
excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales
growth targets, or remaining an employee of the entity over a specified time); and
•
including the impact of any non-vesting conditions (for example, the requirement for employees to save).
In the case of shares and warrants the amount charged is determined by reference to the fair value of the services received
if available. If the fair value of the services received is not determinable the shares are valued by reference to the market price
and the warrants are valued by reference to the fair value of the warrants granted as described previously.
Non-market vesting conditions are included in assumptions about the number of options or warrants that are expected to vest.
The total expense or charge is recognised over the vesting period, which is the period over which all the specified vesting
conditions are to be satisfied. At the end of each reporting period, the directors revise their estimates of the number of options
that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original
estimates, if any, in the Consolidated Statement of Comprehensive Income or equity as appropriate, with a corresponding
adjustment to the share-based payment reserve or warrant reserve in equity.
When the warrants or options are exercised, the Company issues new shares. The proceeds received, net of any directly
attributable transaction costs, are credited to share capital (nominal value) when the warrants or options are exercised.
2.18
Finance income and expense
Finance income and finance costs are recognised using the effective interest rate method.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
37
3.
Financial Risk Management
3.1
Finance Risk Factors
The Group’s activities expose it to a variety of financial risks being market risk (including, interest rate risk, currency risk and
price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
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: foreign currency risk and price risk.
(a)
Foreign currency risks
The Group’s operational and head office expenditure is predominantly in Australian 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 yearend most the Group’s cash resources were held in Australian dollars. The Group therefore also has downside
exposure to any strengthening of United States dollar and pounds sterling against the Australia dollar as this would increase
expenses in Australian dollar terms and accelerate the depletion of the Group’s cash resources. Any weakening of United
States dollar, or pounds sterling against the Australian dollar would, however, result in a reduction in expenses in Australian
dollar terms and preserve the Group’s cash resources.
The carrying amounts of the Group’s foreign currency denominated financial assets and monetary liabilities at the reporting
date are as follows:
Liabilities
Assets
2024
’000
2023
’000
2024
’000
2023
’000
Pounds sterling
310
168
207
298
Australian dollars
451
546
157
554
Sensitivity Analysis
The Group holds cash in pounds sterling and Australian dollars to settle accounts payable balances derived in those
currencies. 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.
Exposure to foreign currency risk sensitivity analysis:
Against A$
US$’000
10% strengthening in the United States dollar
(47)
10% weakening in the United States dollar
47
A 10% variation is considered an appropriate level of sensitivity given recent levels of foreign exchange volatility.
(b)
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. Given the Group has yet to enter production it is not possible to quantify this impact at this stage.
(c)
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 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 as there are no variable interest-bearing loans and interest income is
only from cash held with banks.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
38
3.1
Finance Risk Factors
Credit Risk
Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any
losses from non-performance of these receivables.
The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board. No credit limits
were exceeded during the reporting period, and management does not expect any losses from non-performance by these
counterparties.
The Group considers the credit ratings of banks in which it holds funds to reduce exposure to credit risk.
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 2024, the Company had cash and other receivables of $361,000 to settle accounts payable of $754,000.
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 to meet financing requirements for their development the Company has raised
funds by way of several share placements, which is a common practice for junior mineral exploration companies.
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.
3.2
Capital Risk 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 adjusts according to changes in economic
conditions and risk characteristics of the underlying assets. 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.
4.
Critical Accounting Estimates and Judgements
The preparation of the Group Financial Statements in conformity with IFRSs requires Management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the Financial Statements and the reported amount of expenses during the year. Actual results may vary from the
estimates used to produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are not limited to:
Recognition and Impairment of exploration and evaluation costs
Exploration and evaluation costs had a carrying value on 31 December 2024 of $16,435,000 (2023: $16,593,000): refer to
Note 8 for more information. During the year no asset acquisitions were recognised (2023: $21,000). The Group has a right
to renew exploration permits and the asset is only depreciated once extraction of the resource commences. Management
tests annually whether exploration projects have future economic value in accordance with the accounting policy stated in
Note 2.7.
Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the
exploration results returned during the year warrant further exploration expenditure and have the potential to result in an
economic discovery. This review takes into consideration the expected costs of extraction, long term metal prices, anticipated
resource volumes and supply and demand outlook. If a project does not represent an economic exploration target and results
indicate there is no additional upside, a decision will be made to discontinue exploration.
Fair value of assets acquired
During a prior year the group acquired interests in different projects and these acquisitions did not fall within the scope of
IFRS 3 but rather IFRS 6. As a result, these assets acquired were required to initially be recognised as fair value. The Directors
assessed the fair value of all project interests acquired as being equal to the fair value of the consideration to acquire said
interests in projects.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
39
4.
Critical Accounting Estimates and Judgements (continued)
Fair value of financial liabilities
During the previous year the Group signed a convertible loan note agreement with an embedded derivative and warrants
which were measured at fair value. The agreement was cancelled during the current year as part of the Group’s refinancing
arrangements, and a new convertible loan note agreement, also containing an embedded derivative and warrants measured
at fair value was entered into. In accordance with IFRS9 – Financial Instruments, the Group assessed whether the new
convertible note constituted a modification or required derecognition of the original financial liability. Based on this
assessment, it was concluded that the changes represented an extinguishment and cancellation of the prior year’s convertible
loan note, resulting in the derecognition of the original liability and the recognition of a new financial liability. Refer note 14
for further details.
Share based payment transactions
The Group has made awards of shares, options and warrants over its unissued share capital to certain Directors and
employees as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their
subscription for shares and to suppliers for various services received. In some instances, shares have also been issued to
suppliers in settlement of outstanding liabilities for goods or services provided.
The valuation of these options and warrants involves making several critical estimates relating to price volatility, future
dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in
Note 17.
5.
Segment Information
As at 31 December 2024, the Group operates in two geographical areas, the UK and Australia. Activities in the UK are mainly
administrative in nature whilst activities in Australia relate to exploration and evaluation work. The reports used by the chief
operating decision maker are based on these geographical segments.
The Group generated no other income during the year ended 31 December 2024 (2023: $9,000).
2024
Australia
$’000
Mexico
$’000
UK
$’000
Total
$’000
Administrative expenses
(393)
-
(1,027)
(1,420)
Other losses
(30)
-
(47)
(77)
Operating loss from continued operations per
reportable segment
(423)
-
(1,074)
(1,497)
Reportable segment assets
16,866
-
325
17,191
Reportable segment liabilities
(438)
-
(1,038)
(1,476)
Reportable segment net assets/(net liabilities)
16,428
-
(713)
15,715
Segment assets and liabilities are allocated based on geographical location.
2023
Australia
$’000
Mexico
$’000
UK
$’000
Total
$’000
Administrative expenses
(870)
(1)
(1,841)
(2,712)
Other losses
(557)
(140)
(456)
(1,153)
Other gains
-
-
178
178
Operating loss from continued operations per
reportable segment
(1,427)
(141)
(2,119)
(3,687)
Reportable segment assets
15,290
-
2,729
18,019
Reportable segment liabilities
(544)
-
(779)
(1,323)
Reportable segment net assets
14,746
-
1,950
16,696
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
40
6.
Expenses and Income by Nature
Group
2024
$’000
2023
$’000
Directors’ fees (note 20)
297
342
Employee wages and salaries (note 19)
4
864
Fees payable to the Company’s auditors for the audit of the
consolidated financial statements
89
62
Professional, legal and consulting fees
768
1,013
Insurance
38
71
Office and administrative expenses
94
185
Depreciation
26
52
Travel and subsistence
14
194
Share option expense
64
147
Other expenses
-
190
Foreign exchange movement
28
(408)
Total administrative expenses
1,420
2,712
Impairment - Exploration and evaluation assets
-
794
Exploration and evaluation assets written off
10
-
Impairment – Other net assets
-
140
Net fair value loss on derecognition of convertible note
40
-
Loss on initial recognition of convertible note
-
198
Other
27
21
Other losses
77
1,153
Gain on revaluation of convertible note
derivative
-
131
Other
-
47
Other gains
-
178
7.
Taxation
2024
$’000
2023
$’000
Loss before tax from continued operations
(1,556)
(3,721)
Tax at the UK tax rate of 25% (2023: weighted average
of 18.6%)
(389)
(713)
Non-deductible expenses
79
248
Timing differences
(313)
-
Tax losses utilised not previously brought to account
623
465
Income tax for the year
-
-
No charge to taxation arises due to the losses incurred.
The Group has accumulated tax losses of approximately $35,379,000 (2023: $32,887,000) available to carry forward against
future taxable profits.
Under IFRS, a net deferred tax asset 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.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
41
8.
Intangible assets
Group
Exploration & Evaluation Assets at Cost and Net Book Value
2024
$’000
2023
$’000
Balance as at 1 January
16,593
15,639
Additions
1,268
1,708
Asset acquisitions
-
21
Impairment
(10)
(794)
Foreign exchange differences
(1,416)
19
As at 31 December
16,435
16,593
Exploration costs relate to the initial acquisition of the licences and subsequent exploration expenditure incurred in
evaluating the projects. Asset acquisitions related to the assets of Mallina Exploration Pty Ltd (West Hancock/Mallina), a
subsidiary of the Group also granted a 2% gross revenue royalty to the seller of any iron ore produced from the tenement.
In accordance with IFRS 6, the Directors undertook an assessment of the following areas and circumstances which could
indicate the existence of impairment:
• The Group’s right to explore in an area has expired or will expire in the near future without renewal.
• No further exploration or evaluation is planned or budgeted for.
• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a
commercial level of reserves.
• Sufficient data exists to indicate that the book value may not be fully recovered from future development and production.
As a result of the review, the Directors concluded no impairment for the year ended 31 December 2024 (2023: $794 thousand).
9.
Assets under Construction
Group
2024
$’000
2023
$’000
Balance as at 1 January
455
455
Disposals
(55)
-
Foreign exchange differences
(39)
-
As at 31 December
361
455
Mining plant equipment, recertification costs and the related transport costs capitalised as a Mining asset in
A.C.N 643 478 371 Pty Ltd in relation to the headframe and associated equipment for the Elizabeth Hill Silver mine. During
the year ended 31 December 2024, obsolete equipment was sold for $34,000.
10.
Right-of-use Assets and Lease Liability
At the reporting date, the Group had no properties under lease agreement following the closure of its office in Western
Australia.
Right of use asset
Group
2024
$’000
2023
$’000
Balance as at 1 January
24
17
Additions
-
55
Disposals
(3)
-
Amortisation
(17)
(48)
Foreign exchange differences
(4)
-
As at 31 December
-
24
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
42
10.
Right-of-use Assets and Lease Liability (continued)
Lease liability
Group
2024
$’000
2023
$’000
Balance as at 1 January
26
17
Additions
-
55
Rental payments
(22)
(46)
Loss on cancellation of lease
(5)
-
Foreign exchange differences
1
-
As at 31 December
-
26
11. Trade and Other Receivables
VAT and GST Receivable
113
125
Other financial assets
8
-
Other receivables
24
129
Prepayments
26
7
As at 31 December
171
261
Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values
stated above. These assets, together with cash and cash equivalents, form the financial assets of the Group.
The carrying amount of the Group‘s trade and other receivables are denominated in the following currencies:
Group
2024
$’000
2023
$’000
UK Pounds
72
171
Australian Dollars
99
90
As at 31 December
171
261
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.
The Group does not hold any collateral as security. All trade and other receivables are considered fully recoverable and
performing.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
43
12. Cash and Cash Equivalents
Group
2024
$’000
2023
$’000
Cash at bank and in hand
224
676
13. Trade and Other Payables
Trade payables
523
591
Accrued expenses and other payables
232
135
As at 31 December
755
726
The carrying amount of the Group‘s trade and other payables are denominated in the following currencies:
UK Pounds
310
207
US Dollars
6
-
Australian Dollars
439
519
As at 31 December
755
726
14. Convertible Note
Liability - Host
675
500
Liability - Derivative
33
71
Total
708
571
The convertible note agreement, originally executed in July 2023, was formally cancelled on 1 April 2024 pursuant to a Deed
of Variation entered into on that date.
Under the terms of a new drawdown facility (of A$2 million) established in March 2024, A$1.1 million was made available to
the Company. This amount was allocated as follows:
•
A$0.9 million applied to the repayment of the outstanding balance under the July 2023 convertible note agreement.
•
A$0.1 million used to cover establishment and commitment fees relating to both the July 2023 and the new 2024
facility.
Following these allocations, the July 2023 facility was considered fully repaid. The remaining A$0.1 million was subsequently
received by the Company. The cancellation resulted in a loss of $37,000 recognised in profit or loss for the year ended
31 December 2024.
The initial fair value of the new liability portion of the convertible notes was determined using a market interest rate for an
equivalent non-convertible note at the issue date. The liability is subsequently measured on an amortised cost basis until
extinguished on conversion or maturity. The convertible notes include a derivative liability, which represents the value of the
option to convert the notes to ordinary shares of the Company.
The financial liability component is measured at amortised cost, while the embedded derivative is measured at fair value
through profit or loss. The financial liability component was initially recognised at its fair value, which was determined to be
$601,000. The financial liability is subsequently amortised using the effective interest method. The carrying amount of the
financial liability is $675,000.
The embedded derivative is remeasured at each reporting date, with changes in fair value recognised in profit or loss. As of
31 December 2024, the fair value of the embedded derivative was $33,000.
The fair value of the embedded derivative was determined using the Monte Carlo Simulation, which involved significant
judgement and estimation provided by an external consultant. Refer to note 17 for the key assumptions in valuing the
conversion features.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
44
15. Share Capital and Share Premium
The Company is authorised to issue an unlimited number of common shares of no par value.
Issued share capital
Group
Ordinary shares
Number of shares
Amount in $
2024
2023
2024
$’000
2023
$’000
Balance on 1 January
6,361,794,174
5,324,836,801
82,097
79,586
Issue of fully paid shares for cash
1,142,121,212
1,000,000,000
1,895
2,545
Issue of fully paid shares on conversion
of options
-
10,642,373
-
33
Issue of fully paid shares in lieu of fees
6,000,000
26,315,000
15
61
Capital raising costs
-
-
(159)
(128)
At 31 December 2024
7,509,915,386
6,361,794,174
83,848
82,097
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value, and the company
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
16. Other Reserves
Group
2024
$’000
2023
$’000
Foreign currency translation reserve
(1,125)
279
Options reserve
Share-based payments reserve
730
20
854
-
Warrant reserve
458
834
The foreign currency translation reserve represents the effect of changes in exchange rates arising from translating the
Financial Statements of subsidiary undertakings into the Company’s presentational currency. The options reserve arises on
the grant of options to directors, employees and other eligible persons under the share option plan. The share-based
payments reserve includes amounts recognised in connection with agreements to settle liabilities through the issue of shares
in lieu of payment. When such transactions occur, the fair value of the shares issued is recorded in this reserve, reflecting
the extinguishment of the liability through an equity-settle share-based payment arrangement. The share-based payments
reserve will be transferred to capital once the shares are issued. The warrants reserve arises on the issue of warrants. Refer
to Note 17 for further information.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
45
17. Share-based Payments
Share options outstanding at 31 December 2024 have the following expiry dates and exercise prices:
Number
Grant date
Expiry date
Exercise price in
£ per share
2024
2023
2019
28-Mar-24
0.0025
-
12,342,509
2019
28-Mar-24
0.0022
-
3,000,000
2019
28-Mar-24
0.0030
-
3,000,000
2019
28-Mar-24
0.0045
-
4,000,000
2021
21-Oct-24
0.0100
-
10,000,000
2021
21-Oct-24
0.0115
-
10,000,000
2021
21-Oct-24
0.0145
-
15,000,000
2022
26-Sep-26
0.0080
67,500,000
77,500,000
2022
26-Sep-26
0.0100
67,500,000
85,000,000
2022
26-Sep-26
0.0120
75,000,000
95,000,000
2022
26-Sep-26
0.0140
75,000,000
87,500,000
2023
31-Jul-27
0.0072
10,000,000
22,500,000
2023
31-Jul-27
0.0090
15,000,000
30,000,000
2023
31-Jul-27
0.0108
20,000,000
37,500,000
2023
31-Jul-27
0.0126
20,000,000
40,000,000
Total
350,000,000
532,342,509
During the year, 60,000,000 options issued to past directors on 26 September 2022 lapsed on resignation. A further
130,000,000 options issued to a director on 7 July 2023 also lapsed on resignation.
Warrants outstanding at 31 December 2024 have the following expiry dates and exercise prices:
Grant date
Expiry date
Exercise
price in £
per share
Number
2024
Number
2023
2021
17-Nov-24
0.085
-
23,529,401
2022
14-Sept-25
0.0025
7,200,000
7,200,000
2022
31-Dec-25
0.0025
100,000,000
100,000,000
2023
1-Jul-26
0.005198
-
10,000,000
2023
1-Jul-24
-
250,000
2023
1-Jul-26
-
250,000
2023
17-Aug-26
0.0020
43,816,404
-
2024
01-Apr-27
0.00168
25,000,000
-
Total
176,016,404
141,229,401
Note 1: During the year, commitment and conversion warrants were issued in relation to the new convertible loan note. The
number of warrants to be issued depends on the number of notes converted to shares at a future date.
The estimate of the fair value of the share warrants is measured using the Black & Scholes model while the shares conversion
feature and conversion warrants by the Monte Carlo Simulation (MSC) model.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
46
17.
Share-based Payments (continued)
The key inputs and assumptions in determining the fair value of the Commitment Warrants are summarised below:
Commitment
warrants
Granted on:
01-Apr-2024
Underlying share price (pence)
0.13
Exercise price (pence)
0.1675
Life (months)
36
Risk free rate
4.121%
Dividend yield
-
Expected volatility
75%
Number of warrants / shares
25,000,000
Concluded value per warrant (pence)
0.059
Total fair value (£)
14,640
The key inputs and assumptions in determining the fair value of the Conversion Warrants are summarised below:
Valuation Date
01-Apr-2024
31-Dec-2024
Underlying share price (pence)
0.13
Calculated using MSC methodology
for each simulation
0.085
Calculated using MSC methodology
for each simulation
Conversion Price A$
0.0021
0.00216
Number of shares
594,976,114
606,987,161
Term (months)
21
21
Risk-free rate (from valuation date to
31 December 2025
4.232%
4.676%
Dividend Yield
-
-
Volatility
75%
80%
Concluded value of conversion right (£)
4,127
3,842
The key inputs and assumptions in determining the fair value of the Conversion Warrants are summarised below:
Valuation Date
01-Apr-2024
31-Dec-2024
Underlying share price (pence)
0.13
Calculated using MSC methodology
for each simulation
0.085
Calculated using MSC methodology
for each simulation
Exercise Price
Calculated using MSC methodology
for each simulation
Calculated using MSC methodology
for each simulation
Term (months)
36
36
Risk-free rate (forward rate for 36
Months from 31 December 2025)
4.232%
4.676%
Dividend Yield
-
-
Volatility
75%
80%
£ / A$ exchange rate
1.9354
2.0230
£ / A$ volatility
8%
8%
Number of warrants
594,976,114
606,987,161
Concluded value of conversion right (£)
21,880
22,600
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
47
17.
Share-based Payments (continued)
The movement of share options for the year to 31 December 2024 is shown below:
2024
2023
Number
Weighted
average
exercise
price (£)
Number
Weighted
average
exercise
price (£)
As at 1 January
532,342,509
0.0100
472,984,882
0.0100
Granted
-
-
130,000,000
0.0106
Exercised
-
-
(10,642,373)
0.0100
Expired
(182,342,509)
0.0101
(60,000,000)
0.0050
Outstanding as at 31 December
350,000,000
0.0110
532,342,509
0.0100
Exercisable at 31 December
317,500,000
0.0100
57,342,509
0.0100
At the reporting date, the weighted average remaining contractual life of options outstanding at year end was 1.89 years.
The movement of warrants for the year to 31 December 2024 is shown below:
2024
2023
Number
Weighted
average
exercise
price (£)
Number
Weighted
average
exercise
price (£)
As at 1 January
141,229,401
0.004
170,162,516
0.004
Granted
68,816,404
0.0019
10,000,000
0.0052
Granted
-
-
500,000
Variable
Expired
(34,029,401)
0.0074
(39,433,115)
0.0068
Outstanding as at 31 December
176,016,404
0.002
141,229,401
0.004
Exercisable at 31 December
151,016,404
0.002
140,729,401
0.004
At the reporting date, the weighted average remaining contractual life of options outstanding at year end was 1.30 years.
The total fair value charged to the statement of comprehensive income for the year ended 31 December 2024 and included
in administrative expenses was $148,000 (2023: $216,000).
18. Net Finance Charges
Group
2024
$’000
2023
$’000
Finance charges
(64)
(42)
Interest income
5
8
(59)
(34)
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
48
19. Employees
Group
Staff costs (excluding Directors)
2024
$’000
2023
$’000
Salaries and wages
203
760
Social security costs
-
34
Pensions / Superannuation
19
70
Other employee related expenses
2
-
224
864
Expensed in intangible assets
220
-
Expensed in administration expenses (employee wages and salaries)
4
864
224
864
The average monthly number of employees during the year was 2 (2023: 4).
20. Directors’ Remuneration
2024
Short-term
employee benefits
$’000
Share-based
Payments
$’000
Total
$’000
Executive Directors
G Robertson
77
-
77
Non-Executive Directors
E Henson
64
84
148
R Mosig
49
-
49
Former Directors
A Vorster *
23
-
23
213
84
297
2023
Executive Directors
G Robertson
44
-
44
R McIllree
37
-
37
Non-Executive Directors
A Vorster
61
61
122
E Henson
26
61
87
D Smith
37
-
37
J Battershill
5
-
5
M C Culbert
10
-
10
220
122
342
*
65,000,000 options issued to A Vorster during the previous year were cancelled following his resignation on15 March
2024 resulting in a credit of $61,000 reversed through profit of loss.
Notes to the Consolidated Financial Report
Alien Metals Limited
For the year ended 31 December 2024
49
21. Loss per Share
The calculation of the total basic losses per share of 0.0225 pence (2023: loss 0.065 pence) is based on the losses attributable
to equity owners of the group of $1,556,000 (2023: $3,721,000) and on the weighted average number of ordinary shares of
6,920,407,521 (2023: 5,728,076,556) on issue during the year.
In accordance with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of share options or
warrants would be to decrease the loss per share.
22. Commitments
Work program commitment
As at 31 December 2024, Alien Metals owned 16 mineral exploration licenses in Australia. The minimum annual spend
requirements are as follows:
Licence
fees
$’000
Other
minimum spend
requirements
$’000
Total minimum
spend
requirements
$’000
Less than 1 year
60
219
279
1 to 5 years
220
709
929
Total
1,525
23. Related Party Transactions
Transactions with key management personnel
During the year ended 31 December 2024, the Company did not enter transactions with Directors other than Director’s
remuneration outlined in note 20.
24. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
25. Events after the Reporting Date
On 23 April 2025, the Company issued 68,443,000 shares in settlement of invoices in the amount of £57,635 for advisory
services.
On 19 May 2025, West Coast Silver Limited (WCE) (previously Errawarra Resources Limited (ERW)) shareholders approved
the acquisition of 70% of the Elizabeth Hill Silver Project and Silver Mineral Rights in respect of the Pinderi Hills Project held
by the Company’s subsidiaries Alien Metals Australia Pty Ltd (Alien Metals) and A.C.N. 643 478 371 Pty Ltd.
Consideration payable to Alien Metals is:
(a) A$ 500,000 cash consideration (now received)
(b) The receipt of 44,500,000 WCE Consideration Shares
The Company subsequently sold 14,000,000 WCE shares for A$378,000 (US$242,000), which funds have been received.
The remaining 30,500,000 Consideration Shares will be subject to escrow for a period of:
(a) 6 months from the date of issue on 50% of the Consideration Shares; and
(b) 12 months from the date of issue on 50% of the Consideration Shares
Full terms and conditions of the above agreement were announced to the market on 24 March 2025.
On 22 May 2025, the Company announced a placing of 1,250,000,000 new common shares at 0.08 pence per share, raising
£1,000,000 before costs. 416,666,666 warrants were issued to subscribers based on one warrant for every three new shares
subscribed. Each warrant entitles the holder to subscribe for one additional common share at an exercise price of 0.12 pence,
exercisable for a period of 12 months from the date of issuance. Net funds were received on 2 June 2025.
Other than as noted above, there were no matters or circumstances that have arisen since the end of the financial year, other
than those outlined above, that have significantly affected or may significantly affect the operations of the Company, the
results of those operations, or state of affairs in future financial years.