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HAWK RESOURCES LIMITED. Annual Report 2020

Sep 29, 2020

65081_rns_2020-09-29_034f2155-aaee-46e7-b8a8-bb21bdc57097.pdf

Annual Report

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Alderan Resources Limited ABN 55 165 079 201

Annual Consolidated Financial Report 30 June 2020

Alderan Resources Limited

Contents Page
Corporate Information 3
Directors’ Report 4
Auditor’s Independence Declaration 23
Consolidated Statement of Profit or Loss and Other Comprehensive Income 24
Consolidated Statement of Financial Position 25
Consolidated Statement of Changes in Equity 26
Consolidated Statement of Cash Flows 27
Notes to the Consolidated Financial Statements 28
Directors’ Declaration 51
Independent Auditor’s Report 52
Corporate Governance 55
Additional Securities Information 64
Tenement Schedule 67

2

Alderan Resources Limited

CORPORATE INFORMATION ABN 55 165 079 201

Directors

Mr. Ernest Thomas Eadie Mr. Frank David “Bruno” Hegner Mr. Peter Williams

Company Secretary Mr. Mathew O’Hara

Registered Address Suite 23, 513 Hay Street Subiaco WA 6008 Telephone: 08 6143 6711 Fax: 08 9388 8824

Principal Place of Business Suite 23, 513 Hay Street Subiaco WA 6008 Telephone: 08 6143 6711 Fax: 08 9388 8824

Bankers National Australia Bank 197 St Georges Terrace Perth WA 6000

Auditors RSM Australia Partners Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 Telephone: 08 9261 9100

Share Registry Automic Registry Services Level 5, 126 Phillip Street Surrey Hills NSW 2000 Telephone: 1300 288 664 (within Australia) +61 (0) 2 9698 5414 (outside Australia)

3

Alderan Resources Limited

DIRECTORS’ REPORT

The Directors of Alderan Resources Limited (“the Company”) present their report on Alderan Resources Limited and its subsidiaries (“the Group”) for the year ended 30 June 2020.

Directors and Officers

The names of the directors and officers who held office during or since the end of the year and until the date of this report are as follows. The Directors held office for the full year unless specified below.

Position Date appointed / resigned
Mr. Ernest Thomas Eadie* Non-executive Chairman Appointed on 23 January 2017
Mr. F. D. Hegner Executive Director Appointed on 1 November 2017
Mr. Nicolaus Heinen Non-executive Director Appointed on 1 March 2015, Resigned 23 September 2020
Mr. Peter Williams** Managing Director Appointed 13 May 2019
Dr. Marat Abzalov Non-executive Director Appointed 13 May 2019, Resigned 5 June 2020
Mr. Mathew O’Hara Company Secretary Appointed 15 July 2020
Mr. Brett William Tucker Company Secretary Appointed 19 October 2016, Resigned 15 July 2020

*Mr Eadie held the role of Executive Chairman between 11 February 2019 and 1 September 2019, when he was appointed Nonexecutive Chairman.

**Mr Williams held the role of Non-executive Director from 13 May 2019 to 1 September 2019, when he was appointed Managing Director.

Current Directors and Officers

Mr. Ernest Thomas Eadie: Non-executive Chairman

Qualifications: Bachelor of Science (Hons) in Geology and Geophysics from the University of British Columbia, a Master of Science in Physics (Geophysics) from the University of Toronto and a Graduate Diploma in Applied Finance and Investment from the Security Institute of Australia. He is a Fellow (and past board member) of the AusIMM.

Mr Eadie is a well-credentialed mineral industry leader and explorer with broad experience in both the big end and small end of town. He was the founding Chairman of Syrah Resources, Copper Strike and Discovery Nickel as well as a founding Director of Royalco Resources. At Syrah, he was at the helm during acquisition, discovery and early feasibility work of the huge Balama graphite deposit in Mozambique which started production in early 2018. Copper Strike, where he was also Managing Director for 10 years, made several significant copper/gold and lead/zinc/silver discoveries in North Queensland, while Discovery Nickel (later to be renamed Discovery Metals), found and developed the Boseto copper deposit in Botswana. Prior to this, Mr. Eadie was Executive General Manager of Exploration and Technology at Pasminco Limited, at the time the largest zinc producer in the world. This came after technical and later management responsibilities at Cominco and Aberfoyle in the 1980s.

4

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

Mr. Frank D. Hegner: Executive Director

Qualifications: Bachelor of Arts in Russian History from Fort Lewis College; Juris Doctor from the University of Denver College of Law

Mr Hegner has more than 25 years of experience as a corporate manager and executive. He was previously Managing Director of Rio Tinto’s Copper Projects Group and Vice-President / General Manager of Resolution Copper Company in Arizona USA. Mr Hegner has significant experience in management and development of major copper projects around the world including land titles, permitting, acquisitions, governmental relations, cost management, project management and operations. Mr. Hegner has also been a consultant to private equity groups on mineral development projects. He has extensive experience serving on the Board of Directors of both non-profit and publicly-traded entities.

Mr. Nicolaus Heinen: Non-Executive Director (resigned 23 September 2020)

Qualifications: BSc (Hon.) in Economics from the London School of Economics (LSE) and an MA in War Studies from King’s College, London

Mr. Heinen is the founder and managing partner of Belgrave Capital Ltd, a London based investment management firm. He has been actively involved in the natural resources sector since 2004. Mr. Heinen joined private bank Sal. Oppenheim jr. & Cie. In 1992 as a founding member of its Corporate Finance team. From 1996-98, he co-managed the bank’s UK institutional equity brokerage arm. From 1999-2004, he was managing partner of Rhein Trust, an investment company specialised in venture capital, pre-IPO investments and real estate.

In 2004, he founded Mongold Mining Inc., a gold exploration and mining company which developed one of Mongolia’s largest conglomerate gold deposits. As its CEO, he oversaw the acquisition of the assets, exploration, capital raising and development towards mine production. In 2005, he founded Universal Copper International Inc., which discovered, explored and developed one of Mongolia’s largest VMS-style copper deposits (“White Hill”). He served as the company’s CEO until its acquisition by Kerry Mining Group, Singapore in mid-2008. During his tenure, he was responsible for building up the company form a greenfield project into an advanced exploration/development project. His responsibilities included the creation and implementation of operational and financial structures, substantial capital raisings as well as financial/operational controlling. He structured and managed the sale of the Company.

Other investments have included private equity transactions in various engineering companies as well as real estate.

Mr. Peter Williams: Managing Director Qualifications: B Sc (Hons first class), M Sc, AUSIMM, AICD

Mr Williams was formerly Chief Geophysicist and Manager of Geoscience Technology for WMC Resources. He was one of the founding members of Independence Group Limited and developed high powered 3 component 3D TEM applications that led to the discovery of over 75,000t of nickel at the Victor Long Nickel Mine in Kambalda. Peter has extensive experience in West Africa where he was the vendor of Gryphon Minerals’ Banfora Gold Project, was involved in the project generation of Papillion’s Mali projects and was a founding director of Ampella Mining Ltd. Peter was a co-founder of the International Resource Sector Intelligence company, Intierra, and was a co-founder of the first dedicated hard rock mineral seismic company in the world, HiSeis.

Mr. Mathew O’Hara: Company Secretary

Qualifications: Bachelor of Commerce, Accounting & Finance, Member of the Chartered Accountants in Australia & New Zealand

Mr O’Hara is a Chartered Accountant and has over 15 years’ experience in corporate finance, accounting and governance. He has been employed by, and acted as, Non-Executive Director, Company Secretary and Chief Financial Officer of several companies in the resources sector. Prior to these roles Mr O’Hara spent several years with an international accounting firm specialising in the Corporate Finance, Advisory and Audit divisions gaining significant experience with ASX, TSX and AIM listed clients across a diverse range of industries.

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Alderan Resources Limited

DIRECTORS’ REPORT (continued)

Directors’ Interests

The following relevant interests in shares, options and performance rights of the Company or a related body corporate were held by the Directors as at the date of this report.

Number of fully paid Number of options over Number of performance
Directors ordinary shares ordinary shares rights
Ernest Thomas Eadie 3,901,250 3,146,875 -
Peter Williams 7,121,417 16,171,875 -
Nicolaus Heinen1 1,148,751 900,000 -
F.D. Hegner 512,800 2,000,000 600,000
Total 12,684,218 22,218,750 600,000

1 Resigned on 23 September 2020

Shares under option or issued on exercise of options

At the date of this report, unissued ordinary shares or interests of the Company under option are:

Date options issued Tranche Number of shares
under option
Exercise price of
option
$
Expiry date of option
KMP Options
21/02/2017 Tranche A-1 755,000 0.20 22/02/2021
21/02/2017 Tranche B 2,300,000 0.30 22/02/2021
21/02/2017 Tranche C 1,570,000 0.40 22/02/2021
21/02/2017 Tranche D 1,570,000 0.60 22/02/2021
21/02/2017 Tranche E 1,570,000 0.80 22/02/2021
19/07/2019 Tranche A 4,500,000 0.06 19/07/2022
19/07/2019 Tranche B 7,000,000 0.10 19/07/2022
30/06/2020 Tranche C 10,000,000 0.08 30/06/2023
Broker Options
07/08/2019 Tranche A 5,000,000 0.10 07/08/2021
07/08/2019 Tranche B 5,000,000 0.20 07/08/2021
30/06/2020 Tranche C 5,000,000 0.12 30/06/2023
Consultant Options
04/09/2017 Tranche A 200,000 0.60 22/02/2021
04/09/2017 Tranche B 200,000 0.80 22/02/2021
04/09/2017 Tranche C 200,000 1.00 22/02/2021
04/09/2017 Tranche D 200,000 1.20 22/02/2021
Investor Options
07/08/2019 Tranche A 22,890,625 0.10 07/08/2022

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Alderan Resources Limited

DIRECTORS’ REPORT (continued)

Shares under option or issued on exercise of options (continued)

Date options issued Tranche Number of shares
under option
Exercise price of
option
$
Expiry date of option
Long-Term Incentive Plan
28/06/2017 Tranche A 45,000 0.30 27/06/2021
28/06/2017 Tranche B 75,000 0.40 27/06/2021
28/06/2017 Tranche C 75,000 0.60 27/06/2021
28/06/2017 Tranche D 75,000 0.80 27/06/2021
15/11/2017 Tranche A 75,000 2.50 15/11/2021
15/11/2017 Tranche B 75,000 3.00 15/11/2021
12/06/2018 Tranche A 125,000 1.00 12/06/2022
12/06/2018 Tranche B 100,000 1.50 12/06/2022
12/06/2018 Tranche C 100,000 2.00 12/06/2022
12/06/2018 Tranche D 100,000 2.50 12/06/2022
19/07/2019 Tranche A 750,000 0.10 19/07/2022
04/08/2020 Tranche E 3,500,000 0.195 03/08/2023
04/08/2020 Tranche F 3,500,000 0.225 03/08/2023
Total 76,550,625

The following Options were exercised during the period:

  • 2,500,000 options exercisable at $0.06, expiring on 19 July 2022;

  • 234,375 options exercisable at $0.10, expiring on 7 August 2022; and

  • 1,875,000 options exercisable at $0.10, expiring 7 August 2022.

The following Options lapsed or were cancelled during the period:

  • 1,777,454 options exercisable at $0.20, expiring on 22 February 2020;

  • 2,300,000 options exercisable at $0.30, expiring on 31 May 2020;

  • 2,300,000 options exercisable at $0.40, expiring on 31 May 2020; and

  • 750,000 unlisted options exercisable at $0.10 on or before 19 July 2022.

Total shares, options and convertible securities of the Company on issue as at the date of this Report

Number of fully paid ordinary shares Number of options over ordinary
shares
Performance rights
261,813,641 76,550,625 600,000

7

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

Review of Operations

The principal activity of the Company and its controlled subsidiaries (‘the Group’) is mineral exploration for gold and copper in Utah, USA. The Group was the first holder of the mineral rights over the entire Frisco Mineral Field. After review during the period it entered into an Option to Joint Venture Agreement with Kennecott Exploration Company, a member company of the Rio Tinto Group, in order to cost effectively advance exploration at the Frisco Project, and allowing it scope to be able to look at other opportunities more suited to a Junior Company.

In April 2020, Alderan announced that it had signed binding Option Agreements with Tamra Mining Company LLC (‘Tamra’) to acquire up to a 70% interest in the highly prospective Valley / Crossroads copper-gold and the Detroit gold-coppermolybdenum projects in Utah, USA.

The Group also continued exploration and assessment of its 100%-owned White Mountain epithermal gold project, 10km southwest of the Frisco Project in Utah, USA, and has examined various other properties in the Western USA.

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Figure 1 : Alderan Project Locality Map showing its projects in Utah, USA.

Tamra Option Agreements

In April 2020, Alderan entered into binding option agreements with Tamra to acquire up to a 70% interest in the highly prospective Detroit gold-copper-molybdenum project (also referred to as the “Drum Project”) and Valley/Crossroads copper-gold project in Utah, USA.

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Alderan Resources Limited

DIRECTORS’ REPORT (continued)

During June 2020, the Company successfully completed capital raising activities, raising approximately $2.1 million, with proceeds to be used to complete an initial drill program at both projects. Under the terms of the Option Agreements, Alderan has the option, but not the obligation (except for the Initial Program), to earn up to a 70% interest in each project over a 5-year period, with the initial program/earn-in for each project as follows:

  • Valley/Crossroads Project - commitment to an Initial Program of US$500,000 (as amended in August 2020) within one year before Alderan may earn a 51% interest in the project by sole funding an additional US$4 million on or before the third anniversary of the Option Agreement; and

  • Detroit Project - commitment to an Initial Program of US$250,000 within one year before Alderan may earn a 55% interest in the project by sole funding an additional US$2 million on or before the third anniversary of the Option Agreement.

The Valley/Crossroads Project is adjacent to the Company’s existing Frisco Project in Utah and has hosted semi-continuous copper mining for more than 100 years, attracting major companies such as Anaconda Copper, Noranda, BHP and WMC to explore parts of the project. This project’s location is proximal to excellent infrastructure. However, a fragmented tenement situation has prevented systematic exploration.

The project hosts known porphyry copper mineralisation as well as skarn hosted copper-gold and breccia pipes and breccia hosted gold mineralisation. Historically, very little exploration work has focussed on gold.

Alderan completed an airborne magnetic and radiometric survey at Valley/Crossroads. 3D inversion of all of the magnetic data has been completed to determine geometries, depths to magnetic bodies and magnetite content. The company has acquired ASTER hyperspectral data over the district and processed it to highlight various mineral alteration assemblages. Alderan fast-tracked compilation and validation of previous historic exploration data, in conjunction with field inspection and mapping.

A first soil geochemical survey at Gold Peak has been planned and at year-end, this work was underway. Rock chip sampling has been completed. A semi-regional stream/BLEG survey will commence after the soil geochemical survey. These initial exploration works have been used to plan drill holes with permitting commencing on 25 September 2020. The current program is for 3 holes with 500m of drilling in total.

The Detroit Project is located in the underexplored Detroit Mining district, located about 56km northwest of Delta, Utah, which has hosted several producing copper/gold mines and is host to a range of mineralisation styles. The project contains a portion of the historical Basin Porphyry, covering porphyry copper/molybdenum mineralisation, as well as sediment and breccia-hosted gold mineralisation, evident in the historically (1980’s) mined Drum Gold Mine.

The focus of Alderan’s exploration efforts is in the Drum Mountains, where it aims to discover a Carlin-like gold deposit. Carlin-like deposits have a number of key features:

  • a) Favourable permeable reactive rocks (silty limestones and limey siltstones);

  • b) Favourable structures;

  • c) Gold-bearing hydrogeochemical solutions;

  • d) Micron sized gold in disseminated pyrite;

  • e) Common geochemical indicators As, Sb, Ba, Te, Se, Hg;

  • f) Fairly common carbonaceous material.

Alderan has completed detailed geological mapping initially indicating that most of these parameters are satisfied. In addition, Alderan has found previous drill results on the Mitzpah Prospect, which at year-end were being compiled, that include 2,889m of drilling from 124 shallow vertical holes in the gold oxide cap, averaging 23m depth. Alderan has defined a drill program which has been submitted for permitting. Details will be released once finalised, with drilling likely to commence in October 2020.

9

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

Frisco Project

In November 2019, the Group executed a strategically important agreement for the earn-in and joint venture over its Frisco Project with Kennecott Exploration Company (‘Kennecott’), a member of the Rio Tinto Group. The earn-in agreement provides Kennecott the option to sole fund a three-stage earn-in totalling US$30 million for up to an undivided 70% interest as follows:

  • Option 1 – a four-year option to acquire a 55% undivided interest in the Project by incurring US$6 million of expenditure within four years of the anniversary of the Agreement, with a minimum of US$1 million to be expended within the first 18 months;

  • Option 2 – if Kennecott exercises Option 1, a further option to acquire an additional 10% undivided interest (for a total of 65% undivided interest), by incurring an additional US$9 million in the three-year period after Option 1 has been exercised; and

  • Option 3 – if Kennecott exercises both Options 1 and 2, a further option to earn an additional 5% undivided interest (for a total of 70% undivided interest) by incurring an additional US$15 million in the three year period after Option 2 has been exercised.

Kennecott has the right to elect to form a joint venture at any time following the satisfaction of the initial earn-in. Kennecott is required to maintain the tenements comprising the Frisco Project in good standing and meet all required annual claim and lease fees, which removes project maintenance costs from the Group.

Kennecott advanced permitting and commenced its initial staged drill program, to comprise approximately 2,000 metres of drilling, to assess the Cactus, Bandit, Accrington and Reciprocity Zone prospects at Frisco.

Kennecott and Alderan’s subsidiary, Volantis Resources Corp., worked closely with the Utah Division of Oil, Gas, and Mining to permit near term drilling activities. A total of 15 previously permitted drill sites were removed from Volantis’ existing permits and moved into a permit under Kennecott.

During May 2020, Kennecott commenced an initial four-hole 2,000m drill program to test targets at the Cactus Breccias, Accrington Skarn and Reciprocity areas including:

  • At the Cactus Breccias, two holes to test for possible continuity between the Cactus and Comet Breccias and provide further insight into the style and controls on the mineralisation.

  • At Accrington Skarn, a hole to test an approximately 50m step-out from significant historic intercepts and to help determine continuity in the area.

  • At the Reciprocity target, a deeper hole is planned to test the IP anomaly where, based on Kennecott remodelling of geophysical data, a previous hole drilled by Volantis may have been terminated before reaching the anomaly depth.

Progress was slowed due to COVID-19 related protocols in recent months. First assays were received by the laboratory for the first Cactus hole in the June quarter, with QA/QC checks and other internal signoffs awaited to release results to JV partners. Further drilling will be dependent on results of the initial program.

White Mountain Project

The White Mountain Gold prospect is a 5km long, outcropping epithermal system showing many attributes of a large, fully preserved epithermal gold/silver system, with similarities to the blind Midas discovery in Nevada.

Alderan completed a field review at White Mountain to investigate the regional setting and project scale geology. The Project occurs on a western edge of a 15km diameter circular feature defined by regional aeromagnetics. The intersection of major NS and ENE structures coincides with the most intense alteration. Permitting is currently underway with drilling planned for late November.

10

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

Corporate Activities

During the year, the Company completed a number of capital raising activities including:

  • In March 2020, the Company announced a two-tranche placement whereby a total of 30,698,902 ordinary shares were issued at an issue price of $0.015 per share to raise a total of $460,484;

  • In June 2020, the Company issued 18,000,000 ordinary shares at an issue price of $0.05 per share to raise a total of $900,000; and

  • In June 2020, the Company also issued Convertible Notes with a face value of $1.215 million. Shareholders approved the conversion of these Convertible Notes at a Shareholder meeting held on 30 June 2020.

On 5 June 2020, Marat Abzalov resigned as a Director of the Company and on 15 July 2020, Mathew O’Hara replaced Brett Tucker as the Company Secretary and the Company moved its registered corporate office and principle place of business to Suite 23, 513 Hay Street, Subiaco. On 23 September 2020, Nicolaus Heinen resigned as a Non-Executive Director.

11

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

Dividends

There were no dividends paid, recommended or declared during the year.

Operating results for the year

The comprehensive loss of the Group for the financial year ended 30 June 2020, after providing for income tax amounted to $1,484,319 (2019: $3,854,787).

Review of financial conditions

The Group had a net bank balance of $2,133,424 as at 30 June 2020 (2019: $749,162).

Loss Per Share

Basic loss per share (cents per share)
Employees
30 June 2020
30 June 2019
$ $ (0.92)
(3.26)

The Company had 7 employees as at 30 June 2020 (2019: 7 employees).

Laws and Regulations

The Group’s operations are subject to various laws and regulations under the relevant government legislation. Full compliance with these laws and regulations is regarded as a minimum standard for all operations to achieve the objectives of the Group.

Instances of environmental non-compliance by an operation are identified either by internal investigations, external compliance audits or inspections by relevant government agencies.

There have been no known breaches of laws and regulations by the Group during the year.

12

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED)

This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the key management personnel (“KMP”) of Alderan Resources Limited for the financial year ended 30 June 2020. The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.

The remuneration report details the remuneration arrangements for KMP who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Key Management Personnel

The KMP of the Company during or since the end of the financial year were as follows:

Directors Position Period of Employment
Mr Ernest Thomas Eadie* Non-Executive Chairman Appointed on 23 January 2017
Mr Frank D Hegner Executive Director Appointed on 1 November 2017
Mr Nicolaus Heinen Non-Executive Director Appointed 1 March 2015
Resigned 23 September 2020
Mr Peter Williams** Managing Director Appointed on 13 May 2019
Mr Marat Abzalov Non-Executive Director Appointed on 13 May 2019
Resigned 5 June 2020

*Mr Eadie held the role of Executive Chairman between 11 February 2019 and 1 September 2019, when he was appointed Nonexecutive Chairman.

**Mr Williams held the role of Non-executive Director from 13 May 2019 to 1 September 2019, when he was appointed Managing Director.

Remuneration Policy

The Company’s remuneration policy for its KMP has been developed by the Board taking into account the size of the Company, the size of the management team, the nature and stage of development of the Company’s current operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.

In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP:

  • Exploration results; and

  • The performance of the Company’s shares as quoted on the Australian Securities Exchange.

Remuneration Committee

Due to the current size of the Company, the Board did not implement a Remuneration Committee during the year, as such the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the Directors and the executive team.

Remuneration structure

In accordance with best practice corporate governance, the structure of non-executive Director and executive remuneration is separate and distinct.

13

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

Non-executive Director Remuneration

The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.

The ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a general meeting. The Constitution states that the Company may pay to the Non-Executive Directors a maximum total amount of director's fees, determined by the Company in general meeting, or until so determined, as the Directors resolve. The Company intends to put to shareholders at the upcoming Annual General Meeting an aggregate remuneration amount to approve.

Fees for the Non-Executive Directors’ are presently set at $250,000 per annum including superannuation. These fees cover main board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Company.

The Non-Executive salary remuneration became effective from the date of their appointment as Non-Executive Directors. There were also Company Options issued to Non-Executive Directors in line with Company policy to attract suitable candidates to the position.

Executive Remuneration

The Company’s remuneration policy is to provide a fixed remuneration component and a short and long term performance based component. The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning executives’ objectives with shareholder and business objectives.

Fixed Remuneration

Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other noncash benefits. Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices.

Performance Based Remuneration – Short Term Incentive

The Board has not implemented a system where Executives are entitled to annual cash bonuses. No bonuses were paid or are payable in relation to the 2020 financial year.

Performance Based Remuneration – Long Term Incentive

Company Options

The Board has previously chosen to issue Options (where appropriate) to some executives and employees as a key component of the incentive portion of their remuneration, in order to attract and retain the services of the executives and to provide an incentive linked to the performance of the Company.

The Board may grant Options to executives and key consultants with exercise prices at and/or above market share price (at the time of agreement). As such, Incentive Options granted to executives will generally only be of benefit if the executives perform to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options granted. Other than service-based vesting conditions, there are no additional performance criteria on the Incentive Options granted to executives, as given the speculative nature of the Company’s activities and the small management team responsible for its running, it is considered the performance of the executives and the performance and value of the Company are closely related. The Company prohibits executives entering into arrangements to limit their exposure to Incentive Options granted as part of their remuneration package.

14

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

Long-Term Incentive Plan

The Company has implemented a Long-Term Incentive Plan. Under the Plan, the Company may grant options to subscribe for Shares or performance rights entitling the holder to be issued Shares on terms and conditions set by the Board at its discretion. The material terms of the Plan are as follows:

  • a) The purpose of the Plan is to:

  • i. assist in the reward, retention and motivation of eligible persons;

  • ii. to align the interests of eligible persons more closely with the interests of shareholders, by providing an opportunity;

  • iii. for eligible persons receive an equity interest in the form of Awards; and

  • iv. to provide eligible persons with the opportunity to share in any future growth in value of Alderan Resources.

  • b) The following persons can participate in the Plan if the Board makes them an offer to do so:

  • i. a director;

  • ii. a full-time or part-time employee;

  • iii. a contractor; or

  • iv. a casual employee of the Company or an associated body corporate and includes a person who may become an eligible person within (i) to (iv) above subject to accepting an offer of engagement for that role.

  • c) Plan Options and Plan Rights (collectively Awards) issued under the Plan are subject to the terms and conditions set out in the Rules, which include:

  • i. Vesting Conditions – which are time-based criteria, requirements or conditions (as specified in the offer and determined by the Board) which must be met prior to Awards vesting in a participant, which the Board may throughout the course of the period between the grant of an Award and its vesting, waive or accelerate as the Board considers reasonably appropriate;

  • ii. Performance Conditions – which are conditions relating to the performance of the Group and its related bodies corporate (and the manner in which those conditions will be tested) as specified in an offer and determined by the Board; and

  • iii. Exercise Conditions – which are criteria, requirements or conditions, as determined by the Board or under the Plan, which must be met (notwithstanding the satisfaction of any Vesting Conditions and/or Performance Conditions) prior to a Participant being entitled to exercise vested Awards in accordance with clauses 8 and 9.

  • d) In accordance with ASIC Class Order 14/1000, the total Awards that may be issued under the Plan will not exceed 5% of the total number of Shares on issue. In calculating this limit, Awards issued to participants under the Plan other than in reliance upon this Class Order are discounted.

  • e) The Board has the unfettered and absolute discretion to administer the Plan.

  • f) Awards issued under the Plan are not transferable and will not be quoted on the ASX.

The Rules otherwise contain terms and conditions considered standard for long-term incentive plan rules of this nature. There were 8,500,000 options issued under the Long-Term Incentive Plan during the year (2019: Nil). There were no shares issued under the Long-Term Incentive Plan during the year (2019: Nil).

15

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

Service Agreements

Managing Director Service Agreement – Mr Peter Williams

The material terms of the employment agreement with Mr Peter Williams up until 1 September 2019 were as follows:

  • Mr Williams is employed in the position of Non-Executive Director.

  • Mr Williams will be paid an annual salary of $30,000. This salary is inclusive of director’s fees and is intended to cover all the services that he may perform for the Company. He is also entitled to receive all reasonable expenses incurred in the fulfilment of his duties.

The Company entered into an Executive Service Agreement with Mr Peter Williams on 1 September 2019. Mr Williams is to provide services as managing director and geological consultant. The material terms of the employment agreement with Mr Williams are as follows:

  • Mr Williams is employed in the position of Managing Director.

  • Mr Williams will be paid an annual salary of $100,000 plus superannuation for between two to three working days per week. This salary is inclusive of director’s fees and is intended to cover all the services that he may perform for the Company. He is also entitled to receive all reasonable expenses incurred in the fulfilment of his duties.

Executive Director Service Agreement – Mr Tom Eadie

The Company entered into an Executive Service Agreement with Mr Tom Eadie on 11 February 2019. Mr Eadie is to provide services as executive director and chairman. Mr Eadie resigned as Executive Director in conjunction with the appointment of Mr Peter Williams as Managing Director on 1 September 2019. The material terms of the employment agreement with Mr Eadie up until 1 September 2019 were as follows:

  • Mr Eadie is employed in the position of Executive Chairman.

  • Mr Eadie will be paid an annual salary of $120,000 plus superannuation for between two to five working days per week. This salary is inclusive of director’s fees and is intended to cover all the services that he may perform for the Company. He is also entitled to receive all reasonable expenses incurred in the fulfilment of his duties.

The material terms of the employment agreement with Mr Eadie effective 1 September 2019 were as follows:

  • Mr Eadie is employed in the position of Non-executive Chairman.

  • Mr Eadie will be paid an annual salary of $30,000 plus superannuation for between two to five working days per week. This salary is inclusive of director’s fees and is intended to cover all the services that he may perform for the Company. He is also entitled to receive all reasonable expenses incurred in the fulfilment of his duties.

Executive Director Service Agreement – Mr Bruno Hegner

The Company entered into an Executive Service Agreement with Mr Bruno Hegner on 23 October 2017. Mr Hegner is employed in the position of Executive Director and Vice President of the Company’s subsidiary, Volantis Resources Corp. The material terms of the employment agreement with Mr Hegner are as follows:

  • Mr Hegner will be paid an annual salary of US$129,600 plus superannuation for 60% full time equivalent work hours plus a rate of US$930 per day for additional days worked in excess of the 60% full time equivalent work hours. This salary is inclusive of director’s fees and is intended to cover all the services that he may perform for the Company. He is also entitled to receive all reasonable expenses incurred in the fulfilment of his duties.

  • Entitlement to severance and redundancy package payments shall continue to be calculated based on previous annual salary of US$216,000.

16

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

Relationship between Remuneration of KMP and Shareholder Wealth and Earnings

The Board anticipates that the Company will retain earnings (if any) and other cash resources for the development of its exploration projects. The Company does not currently have a policy with respect to the payment of dividends and returns of capital however this will be reviewed on an annual basis. Therefore, there was no relationship between the Board’s policy for determining, or in relation to, the nature and amount of remuneration of KMP and dividends paid and returns of capital by the Company during the current and previous four financial years. The Company did not consider appreciation of the Company’s shares when setting remuneration. The Board did issue Options to KMP and has implemented a LongTerm Incentive Plan which will generally be of value if the Company’s shares appreciate over time.

Remuneration of Key Management Personnel

Details of the nature and amount of each element of the emoluments received by or payable to each of the KMP of Alderan Resources Limited are as follows:

Share-
Short-term benefits Share-based Share-based based
Salary & Super- payment payment payment Total
fees annuation Shares Perf rights Options $
2020 $ $ $ $ $
Directors
Nicolaus Heinen1 30,000 -
-
- - 30,000
Peter Williams 94,934 8,392
-
- 77,457 180,783
Marat Abzalov2 53,117 2,612 3,000 - 76,419 135,148
F.D. Hegner 326,508 -
7,692
- 30,567 364,767
Ernest Thomas Eadie 45,000 4,275
-
- 30,567 79,842
Total 549,559 15,279 10,692 - 215,010 790,540

1 Resigned as a Director on 23 September 2020.

2 Resigned as a Director on 5 June 2020.

Share-
Short-term benefits Share-based based
Salary & Super- Termination payment payment Total
fees annuation payments Perf rights Options $
2019 $ $ $ $ $
Directors
Nicolaus Heinen 36,131 - - - 18,696 54,827
Chris Wanless1 130,875 12,433 120,735 2 - 31,160 295,203
Peter Williams 3,548 - - - - 3,548
Marat Abzalov 4,032 383 - - - 4,415
F.D. Hegner 251,480 - - 101,420 4 1,058,699 1,411,599
Ernest Thomas Eadie 64,821 6,158 - - 12,464 83,443
Brett Tucker5 - - - - - -
Other KMP
Peter Geerdts3 132,553 1,267 - - 31,160 164,980
Total 623,440 20,241 120,735 101,420 1,152,179 2,018,015

1 Resigned as CEO and Director on 11 February 2019.

2 Termination paid upon the resignation of Chris Wanless.

3 Ceased employment on 30 April 2019.

4 Share based payment expense relates to an issue of 600,000 performance rights which convert into fully paid ordinary shares upon curtained share price milestones which remain unconverted at 30 June 2019 and at the date of this report. See Note 15 for further details. 5 Was appointed as a non-executive director from 11 February 2019 to 13 May 2019. He did not receive any remuneration for his service as a director.

17

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

Remuneration of Key Management Personnel (continued)

No member of KMP appointed during the period received a payment as part of his or her consideration for agreeing to hold the position.

The proportion of remuneration linked to performance and the fixed proportion are as follows:

Fixed remuneration Fixed remuneration At risk - STI At risk - STI At risk - LTI At risk - LTI
2020 2019 2020
2019
2020 2019
Directors
Nicolaus Heinen1 100% 66% - - - 34%
Chris Wanless2 - 89% - - - 11%
Peter Williams 57% 100% - - 43% -
Marat Abzalov3 41% 100% - - 59% -
F.D. Hegner 90% 17% - - 10% 83%
Ernest Thomas Eadie 62% 85% - - 38% 15%
Brett Tucker4 - - - - - -
Other KMP - - - -
Peter Geerdts5 - 81% - - - 19%

1 Resigned as a Director on 23 September 2020.

2 Resigned as CEO and Director on 11 February 2019.

3 Resigned as a Director on 5 June 2020.

4 Was appointed as a non-executive director from 11 February 2019 to 13 May 2019. He did not receive any remuneration for his service as a director.

5 Ceased employment on 30 April 2019.

Cash bonuses granted as compensation for the current financial year.

No cash bonuses were granted during the year ended 2020 (2019: nil).

Other transactions with related parties

There were no other transactions with related parties during the year ended 30 June 2020 (2019: nil).

Loans from key management personnel

As at 30 June 2020, there were no outstanding amounts due to KMP (2019: nil).

Use of remuneration consultants

During the financial year ended 30 June 2020, the Company did not engage the services of an independent remuneration consultant to review its remuneration for Directors, KMP and other senior executives.

18

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

Voting and comments made at the company's Annual General Meeting ('AGM')

The Company received 100% “for” votes on its Remuneration Report for the year ended 30 June 2019.

Incentive Securities granted to KMP

During the financial year, unquoted options were granted to the following key management personnel of the Company and the entities they controlled as part of their remuneration.

KMP Grant Date Number Exercise Price ExpiryDate VestingDate
Peter Williams 19 July 2019 2,500,000 $0.06 19 July 2022 Nil
F.D. Hegner 19 July 2019 1,000,000 $0.06 19 July 2022 Nil
Ernest Thomas Eadie 19 July 2019 1,000,000 $0.06 19 July 2022 Nil
Peter Williams 19 July 2019 2,500,000 $0.10 19 July 2022 Nil
F.D. Hegner 19 July 2019 1,000,000 $0.10 19 July 2022 Nil
Ernest Thomas Eadie 19 July 2019 1,000,000 $0.10 19 July 2022 Nil
Marat Abzalov1 19 July 2019 5,000,000 $0.10 19 July 2022 Nil
Peter Williams 30 June 2020 10,000,000 $0.08 30 June 2023 Nil
1 Resigned as a Director on 5 June 2020.
KMP Equity Holdings
Fully Paid Ordinary Shares
Balance at Received on
beginning Granted as exercise of Net change Balance at
of year compensation options other end of year
30 June 2020 Number Number Number Number2 Number
Directors
Nicolaus Heinen 1,148,751 - - - 1,148,751
Peter Williams - 2,777,667 - 4,343,750 7,121,417
Marat Abzalov1 - 200,000 - 1,562,500 1,762,500
F.D. Hegner - 512,800 - - 512,800
Ernest Thomas Eadie 2,140,833 - - 1,760,417 3,901,250

1 Balance as at 5 June 2020 on resignation. 2 All movements relate to Director participation in a capital raising undertaken by the Company.

19

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

KMP Equity Holdings (continued)

Share Options

Balance at
beginning Granted as Net change Balance at
of year compensation Exercised other end of year
30 June 2020 Number Number Number Number Number
Directors
Nicolaus Heinen 900,000 - - - 900,000
Peter Williams - 15,000,000 - 1,171,875 16,171,875
Marat Abzalov1 - 5,000,000 - 781,250 5,781,250
F.D. Hegner - 2,000,000 - - 2,000,000
Ernest Thomas Eadie 600,000 2,000,000 - 546,875 3,146,875

1 Balance as at 5 June 2020 on resignation. 2 All movements relate to Director participation in capital raisings undertaken by the Company.

Performance Rights

Balance at
beginning Granted as Net change Balance at
of year compensation Converted other end of year
30 June 2020 Number Number Number Number Number
Directors
Nicolaus Heinen - - - - -
Peter Williams - - - - -
Marat Abzalov - - - - -
F.D. Hegner 600,000 - - - 600,000
Ernest Thomas Eadie - - - - -

END OF REMUNERATION REPORT

20

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

Indemnification and insurance of Officers

The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person who is or has been a director or officer of the Company for any liability caused as such a director or officer and any legal costs incurred by a director or officer in defending an action for any liability caused as such a director or officer.

During or since the end of the financial year, no amounts have been paid by the Company in relation to the above indemnities.

During the financial year, insurance premiums were paid by the Company to insure against a liability incurred by a person who is or has been a director or officer of the Company.

Indemnity and insurance of Auditor

The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.

During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.

Directors’ meetings

The number of meetings of Directors (including meetings of Committees of Directors) held during the year and the number of meetings attended by each Director were as follows:

Directors’ meetings

No. eligible to
2020 attend No. attended
Nicolaus Heinen 8 8
Peter Williams 8 8
Marat Abzalov 6 5
F.D. Hegner 8 8
Ernest Thomas Eadie 8 8

Proceedings on behalf of the Company

No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

Significant Events After the Reporting Date

  • On 15 July 2020, Brett Tucker resigned as Company Secretary and was replaced by Mathew O’Hara. The Company also changed its registered corporate office and principal place of business;

  • On 30 July 2020, the Company issued 500,000 ordinary shares in consideration for services performed by a consultant;

  • On 30 July 2020, the Company issued 1,875,000 ordinary shares following the exercise of 1,875,000 unquoted options with an exercise price of $0.10 and an expiry date of 7 August 2022;

  • On 3 August 2020, the Company issued 7,000,000 unquoted options to employee and consultants under the Company’s Long-Term Incentive Plan. 3,500,000 are exercisable at $0.195 and 3,500,000 are exercisable at $0.22, with both tranches having an expiry date of 3 August 2023;

  • On 23 September 2020, Nicolaus Heinen resigned as a Non-Executive Director; and

21

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

Significant Events After the Reporting Date (continued)

  • The impact of the Coronavirus (COVID-19) pandemic is ongoing, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

Other than disclosed above, the directors are not aware of any matters or circumstances not otherwise dealt with in this report or consolidated financial statements that have significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial periods.

Non-audit services

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in Note 20 to the financial statements. The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in Note 20 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:

  • a) all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and

  • b) none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards

Officers of the Company who are former partners of RSM Australia Partners

There are no officers of the Company who are former partners of RSM Australia Partners.

Auditor independence

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

Signed in accordance with a resolution of the Directors.

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Mr Tom Eadie

Chairman

Dated this 30[th] day of September 2020

22

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RSM Australia Partners

Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Alderan Resources Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  • (ii) any applicable code of professional conduct in relation to the audit.

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RSM AUSTRALIA PARTNERS

Perth, WA Dated: 30 September 2020

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TUTU PHONG Partner

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

Alderan Resources Limited

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2020

Notes
Interest income
Consulting and administration expenses
3
Depreciation and amortisation expense
Employee benefits expense
Foreign exchange (loss)/gain
Project expenditure
Share based payment expense
15 (a)
Finance costs
Asset sale
Loss before income tax expense
Income tax expense
4
Loss after income tax for the year
Other comprehensive income, net of income tax
Exchange differences on translation of foreign operations
Other comprehensive gain for the year, net of income tax
Total comprehensive loss for the year
Loss attributable to members of the Company
Total comprehensive loss attributable to members the Company
for the year
Basic loss per share (cents per share)
5
Basic loss per share from continuing operations (cents per share)
5
30 June 2020
$ 189
(454,148)
(86,120)
(707,434)
(63)
(227,426)
(214,779)
(12,480)
-
(1,702,261)
-
(1,702,261)
217,942
217,942
(1,484,319)
(1,484,319)
(1,484,319)
(0.92)
(0.92)
30 June 2019
$ 1,560
(1,233,357)
(117,229)
(1,073,207)
14,000
(120,160)
(1,632,625)
(2,091)
(4,348)
(4,167,457)
-
(4,167,457)
312,670
312,670
(3,854,787)
(3,854,787)
(3,854,787)
(3.26)
(3.26)

The accompanying notes form part of these consolidated financial statements.

24

Alderan Resources Limited

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2020

Note
Assets
Current Assets
Cash and cash equivalents
6
Trade and other receivables
7
Total Current Assets
Non-Current Assets
Plant and equipment
8
Exploration and evaluation expenditure
9
Total Non-current Assets
Total Assets
Liabilities
Current Liabilities
Trade and other payables
10
Total Liabilities
Net Assets
Equity
Issued capital
11(a)
Options reserve
11(d)
Performance rights reserve
11(b)
Foreign currency reserve
11(c)
Accumulated losses
Net Equity
30 June 2020
$ 2,133,424
221,516
2,354,940
288,334
9,417,490
9,705,824
12,060,764
348,044
348,044
11,712,720
19,027,550
6,324,230
101,420
744,522
(14,485,002)
11,712,720
30 June 2019
$ 749,162
207,798
956,960
341,412
9,330,402
9,671,814
10,628,774
771,926
771,926
9,856,848
16,506,842
5,504,747
101,420
526,580
(12,782,741)
9,856,848

The accompanying notes form part of these consolidated financial statements.

25

Alderan Resources Limited

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020

Balance at 1 July 2018
Loss for the year
Other comprehensive income
for the year, net of income tax
Total comprehensive loss for
the year
Contributions of equity, net of
transaction costs
Share based payments
Balance at 30 June 2019
Balance at 1 July 2019
Loss for the year
Other comprehensive income
for the year, net of income tax
Total comprehensive loss for
the year
Contributions of equity, net of
transaction costs
Share based payments
Equity settled transactions
Balance at 30 June 2020
Issued
capital
Options
reserve
Performance
rights
reserve
Foreign
currency
reserve
Accumulated
losses
Total equity
$ $ $ $
12,372,806
3,973,542
-
213,910
(8,615,284)
7,944,974
-
-
-
-
(4,167,457)
(4,167,457)
-
-
-
312,670
-
312,670
-
-
-
312,670
(4,167,457)
(3,854,787)
4,134,036
-
-
-
-
4,134,036
-
1,531,205
101,420
-
-
1,632,625
16,506,842
5,504,747
101,420
526,580
(12,782,741)
9,856,848
16,506,842
5,504,747
101,420
526,580
(12,782,741)
9,856,848
-
-
-
-
(1,702,261)
(1,702,261)
-
-
-
217,942
-
217,942
-
-
-
217,942
(1,702,261)
(1,484,319)
2,520,708
-
-
-
-
2,520,708
-
214,779
-
-
-
214,779
-
604,704
-
-
-
604,704
19,027,550
6,324,230
101,420
744,522
(14,485,002)
11,712,720

The accompanying notes form part of these consolidated financial statements.

26

Alderan Resources Limited

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2020

Note
Cash flows from operating activities
Payments to suppliers and employees
Payments for exploration and evaluation expenditures
Interest received
Interest paid
Net cash (used in) operating activities
6
Cash flows from investing activities
Payments for exploration activities capitalised
Receipt from sale of plant and equipment
Security deposit
Net cash (used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares (net of capital raising costs)
Proceeds from exercise of options
Payment of borrowings
Net cash provided by financing activities
Net increase / (decrease) in cash held
Effect of foreign exchange
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
6
30 June 2020
$ (925,970)
(445,469)
(681)
(12,480)
(1,384,600)
(411,750)
-
(10,000)
(421,750)
3,014,419
173,438
-
3,187,857
1,381,507
2,755
749,162
2,133,424
30 June 2019
$ (2,492,601)
(105,529)
1,560
(2,091)
(2,598,661)
(2,370,929)
39,703
-
(2,331,226)
3,745,036
389,000
(37,861)
4,096,175
(833,712)
(82,490)
1,665,364
749,162

The accompanying notes form part of these consolidated financial statements.

27

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

These consolidated financial statements and notes represent those of Alderan Resources Limited (the Company or parent entity) and Controlled Entities (the Group or consolidated entity). Alderan Resources Limited is a listed public company incorporated and domiciled in Australia.

The separate financial statements of the parent entity, Alderan Resources Limited, have not been presented within this financial report as permitted by the Corporations Act 2001 . Supplementary information about the parent entity is disclosed in Note 19.

The financial statements were authorised for issue on 30[th] September 2020 by the Directors of the Company.

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards (IFRS). Except for cash flow information, the financial statements have been prepared on an accruals basis. Material accounting policies adopted in preparation of this financial report are presented below and have been consistently applied unless otherwise stated.

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets at fair value through profit or loss.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within Note 1.

New and Amended Accounting Policies adopted by the Group

The Group has adopted all of the new and revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current reporting period. The adoption of these new and revised Accounting Standards and Interpretations has not resulted in a significant or material change to the Group’s accounting policies.

AASB 16 Leases

The Group has adopted AASB 16 from 1 July 2019. The standard replaces AASB 117 'Leases' and for lessees eliminates the classifications of operating leases and finance leases. Except for short-term leases and leases of low-value assets, right-ofuse assets and corresponding lease liabilities are recognised in the statement of financial position. Straight-line operating lease expense recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and an interest expense on the recognised lease liabilities (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results improve as the operating expense is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows, the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed in financing activities.

When adopting AASB 16 from 1 July 2019, the Group has accounted for leases with a remaining term of 12 months or less as at 1 July 2019 as short-term leases.

28

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

a) Principles of Consolidation

The consolidated financial statements incorporate all of the assets, liabilities and results of the parent (Alderan Resources Limited) and all of the subsidiaries (including any structured entities). Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of controlled entities is contained in Note 16.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the noncontrolling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of profit or loss and other comprehensive income.

Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the Group. Losses incurred by the Group are attributed to the non-controlling interest in full, even if that results in a deficit balance.

Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and noncontrolling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

When the Group changes the proportion of ownership of a non-controlling interest, the difference between the fair value of the consideration paid or received and the adjustment to the balance of the non-controlling interest, is recognised in equity as an adjustment to retained earnings. Such an adjustment to retained earnings does not meet definitions of profit and loss, or other comprehensive income, so is not disclosed in the statement of profit or loss and other comprehensive income. Consideration paid or received for a non-controlling interest is valued as at the transaction date, not as at an earlier authorisation or contract date, because it does not meet the definition of a share-based payment.

b) Operating Segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (CODM). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

29

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

c) Current and Non-Current Classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is current when: it is expected to be realised or intended to be sold or consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within twelve months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.

A liability is current when: it is expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within twelve months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current.

d) Cash and Cash Equivalents

Cash on hand and in banks and short-term deposits are stated at nominal value. For the purpose of the consolidated statement of cash flows, cash includes cash on hand and in banks, and money market investments readily convertible to cash within 90 days, net of outstanding bank overdrafts.

e) Foreign Currency Translation

The consolidated financial statements are presented in Australian dollars (AUD), which is also the functional currency of the parent company.

Foreign currency transactions are translated into the functional currency of the parent company, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items at year end exchange rates are recognised in profit or loss.

Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction (not retranslated). Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.

In the Group's financial statements, all assets, liabilities and transactions of group entities with a functional currency other than AUD (the Group's presentation currency) are translated into AUD upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting period.

On consolidation, assets and liabilities have been translated into AUD at the closing rate at the reporting date. Income and expenses have been translated into the Group's presentation currency at the average rate over the reporting period. Exchange differences are charged/credited to other comprehensive income and recognised in the currency translation reserve in equity. On disposal of a foreign operation the cumulative translation differences recognised in equity are reclassified to profit or loss and recognised as part of the gain or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into AUD at the closing rate.

30

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

f) Financial Instruments

Financial assets are measured at amortised cost if they are held within a business model whose objective is to hold assets in order to collect contractual cash flows which arise on specified dates and are solely principal and interest. All other financial instrument assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive income. Financial assets may be impaired based on an expected credit loss model to recognise an allowance. Such impairment is measured with a 12-month expected credit loss model unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime expected credit loss model is adopted

For financial liabilities, the portion of the change in fair value that relates to the Group’s credit risk is presented in other comprehensive income.

Hedge accounting requirements align the accounting treatment with the Group’s risk management activities. The Group does not currently have any impaired financial assets, financial liabilities with changes in fair value due to credit risk presented in other comprehensive income, or financial instruments requiring hedge accounting.

g) Trade and Other Payables

Trade payables and other accounts are recognised when the Group becomes obliged to make future payments resulting from the purchase of goods and services.

h) Trade and Other Receivables

Trade and other receivable are amounts due from related parties and other receivables represent the principal amounts due at balance date plus accrued interest less, where applicable, any unearned income and provision for expected credit loss.

i) Income Tax

The income tax expense or revenue for the year is the tax payable on the current year’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary difference at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probably that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the difference will not reverse in the foreseeable future. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

31

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

j) Plant and Equipment

Plant and equipment has been stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a diminishing value basis to write off the net cost of each item of plant and equipment over their expected useful lives as follows:

ected useful lives as follows:
Office equipment 3-5 years
Motor vehicles 7 years
Exploration equipment 3-5 years

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.

k) Exploration and Evaluation Expenditure

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.

l) Leases

The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

m) Revenue and Other Income

Revenue from contracts with customers is recognised based on the transfer of promised goods or services to customers with an amount that reflects the consideration to which the Group expects to be entitled to in exchange for those goods or services.

Other revenue is recognised when it is probable that the economic benefit will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Research and development tax offset income is recognised when it is received or when the right to receive payment is established. Revenue is measured at the fair value of the consideration received or receivable.

Interest income is recognised using the effective interest rate methods, which, for floating rate financial assets, is the rate inherent in the instrument.

All revenue is stated net of goods and services tax.

32

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

n) Goods and Services Tax (GST) and other similar taxes

Revenues, expenses and assets are recognised net of the amount of GST, except:

  • where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of any asset or as part of an item of expense; or

  • for receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

o) Impairment of Assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which they are separately identifiable cash flows (cash generating units).

p) Share-Based Payment Transactions

The Company provides benefits to KMP of the Group in the form of share-based payments, whereby the KMP render services in exchange for shares or rights over shares (equity settled transactions). The Company does not provide cash settled share-based payments.

The cost of equity settled transactions with KMP are measured by reference to the fair value of the equity instruments at the date at which they are granted.

The cost of equity settled transactions are recognised, together with a corresponding increase in equity, over the period in which the service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).

The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects the extent to which the vesting period has expired, and the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognised for the period.

No cumulative expense is recognised for awards that ultimately do not vest (in respect of non-market vesting conditions).

q) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

  • r) Earnings per Share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Boss Resources Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

33

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  • r) Earnings per Share (continued)

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

s) Issued capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

t) New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2020. The Group's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below.

Conceptual Framework for Financial Reporting (Conceptual Framework)

The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January 2020 and early adoption is permitted. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards. Where the Group has relied on the existing framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under the Australian Accounting Standards, the Group may need to review such policies under the revised framework. At this time, the application of the Conceptual Framework is not expected to have a material impact on the Group's financial statements.

u) Critical Accounting Estimates and Assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Capitalised Exploration and Evaluation Expenditure

Exploration and evaluation costs have been capitalised on the basis that activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised.

Share based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or BlackScholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

34

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 2: SEGMENT REPORTING

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Directors in order to allocate resources to the segment and to assess its performance.

Information regarding these segments is presented below. The accounting policies of the reportable segments are the same as the Group’s accounting policies. The following tables are an analysis of the Group’s revenue and results by reportable segment provided to the Directors for the years ended 30 June 2020 and 30 June 2019.

30 June 2020
Segment revenue
Intersegment revenue
Revenue from external
customers
Segment result
Segment assets
Segment liabilities
30 June 2019
Segment revenue
Intersegment revenue
Revenue from external
customers
Segment result

Segment assets
Segment liabilities
Continuing Operations
United
States of
America
$ Australia
$ -
189
-
-
-
189
(1,050,273)
(651,988)
9,890,232
2,170,532
15,710
332,334
Continuing Operations
United
States of
America
$ Australia
$ -
1,560
-
-
-
1,560
(1,740,023)
(2,427,434)
9,913,554
715,220
549,861
222,065
Unallocated
items
$ -
-
-
-
-
-
Unallocated
items
$ -
-
-
-
-
-
Consolidated
$ 189
-
189
(1,702,261)
12,060,764
348,044
Consolidated
$ 1,560
-
1,560
(4,167,457)
10,628,774
771,926

35

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 3: EXPENSES

NOTE 3: EXPENSES
NOTE 4: INCOME TAX
(a) Income tax benefit
(b) Numerical reconciliation between tax-benefit and pre-tax net loss
Accounting (loss) before income tax
Income tax benefit using the Company’s domestic tax rate of 27.5% (2019: 27.5%)
Other non-deductible items
Unrecognised deferred tax asset attributable to tax losses and temporary
differences
Income tax attributable to entity
(c) Unrecognised deferred tax
Tax losses for which no deferred tax asset has been recognised
Losses available for offset against future taxable income
Total
Potential tax benefits at 27.5% (2019: 27.5%)
Consulting and administration expense
Accountancy fees
Listing fees
Rent
Administration and consultancy fees
Insurance
Legal fees
Exploration project related costs and others
Promotion and investor relations
Travel expenses
-
(1,702,261)
(468,122)
(68,990)
537,112
-
(5,891,143)
(5,891,143)
(1,620,064)
30 June 2020
$ 55,250
30,499
37,844
217,391
32,932
56,284
20,073
256
3,619
454,148
30 June 2019
$ 70,480
43,711
126,289
753,762
97,706
45,268
32,911
15,822
47,408
1,233,357
-
(4,167,457)
(1,146,051)
(553,882)
1,699,933
-
(9,068,666)
(9,068,666)
(2,493,883)

The benefit of deferred tax assets not brought to account will only be brought to account if:

  • future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;

  • the conditions for deductibility imposed by tax legislation continue to be complied with; and

  • no changes in tax legislation adversely affect the Company in realising the benefit.

36

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 5: LOSS PER SHARE

NOTE 5: LOSS PER SHARE
Basic loss per share
Basic loss per share from continuing operations
Losses used in the calculation of basic and diluted loss per share is as follows:
Loss for the year
Loss from continuing operations
The weighted average number of ordinary shares used in the calculation of basic
and diluted loss per share is as follows:
Weighted average number of ordinary shares for the purpose of
basic loss per share
30 June 2020
30 June 2019
Cents per share
Cents per share
(0.92)
(3.26)
(0.92)
(3.26)
$ $
(1,702,261)
(4,167,457)
(1,702,261)
(4,167,457)
Number
Number
185,884,127
127,879,527

NOTE 6: CASH AND CASH EQUIVALENTS

Reconciliation to the Statement of Cash Flows:

For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand and at bank, net of outstanding bank overdrafts. Cash and cash equivalents as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows:

items in the statement of financial position as follows:
Cash in bank and on hand
Reconciliation of loss after tax to net cash outflow from operating activities:
Loss for the year
Adjustment for non-cash income and expense items
Depreciation and amortisation
Loss on sale of assets
Share-based payment expense
Change in assets and liabilities
Trade and other receivables
Trade and other payables
Net cash (outflow) from operating activities
30 June
2020
$ 2,133,424
2,133,424
(1,702,261)
86,120
-
214,779
767
15,995
(1,384,600)
30 June
2019
$ 749,162
749,162
(4,167,457)
117,229
4,348
1,632,625
(14,377)
(171,029)
(2,598,661)

37

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 7: TRADE AND OTHER RECEIVABLES

OTE 7: TRADE AND OTHER RECEIVABLES
Bonds
GST receivable
Sundry debtors
Prepayment
Security deposit
OTE 8: PLANT AND EQUIPMENT
Office
Equipment
$ Balance at 1 July 2018
5,802
Asset sale
-
Depreciation
(1,570)
Balance at 1 July 2019
4,232
Depreciation
(1,208)
Exchange differences
417
Balance at 30 June 2020
3,441
OTE 9: EXPLORATION AND EVALUATION EXPENDITURE
Carrying value at the beginning of the year
Expenditure incurred during the year
Expenditure reversal*
Exchange differences
Carrying value at the end of the year
Motor Vehicle
$ 140,773
(44,053)
(18,530)
78,190
(12,413)
7,080
72,857
30 June
2020
$ 169,022
27,387
871
14,236
10,000
221,516
Exploration
Equipment
$ 356,118
-
(97,128)
258,990
(72,499)
25,545
212,036
30 June
2020
$ 9,330,402
411,750
(552,862)
228,200
9,417,490
30 June
2019
$ 175,711
16,811
-
15,276
-
207,798
Total
$ 502,693
(44,053)
(117,228)
341,412
(86,120)
33,042
288,334
30 June
2019
$ 6,564,208
2,370,929
-
395,265
9,330,402

NOTE 8: PLANT AND EQUIPMENT

NOTE 9: EXPLORATION AND EVALUATION EXPENDITURE

*Related to reversal of liabilities recognised in prior year transferred to Kennecott Exploration Company upon execution of the Earn-In Agreement with Kennecott Exploration Company in November 2019.

NOTE 10: TRADE AND OTHER PAYABLES

Trade creditors
Accruals and other payables
Property acquisition payment
Total
208,320
139,724
-
348,044
101,764
173,162
497,000
771,926

38

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 11: ISSUED CAPITAL

a) Ordinary shares
Fully paid
Balance at beginning of year
Options exercised (i)
Issue of shares (ii)
Issue of shares (iii)
Issue of shares (iv)
Issue of shares (v)
Issue of shares (vi)
Issue of shares (vii)
Issue of shares (viii)
_Less:_share issue costs
Balance at the end of the year
Year to 30 June 2020
No.
$ 162,011,135
16,506,842
2,734,375
173,438
605,989
30,000
17,597,773
563,128
27,032,235
405,483
18,000,000
900,000
3,666,667
55,000
3,490,467
52,357
24,300,000
1,215,000
-
(873,698)
259,438,641
19,027,550
Year to 30 June 2019
No.
$ 112,963,908
12,372,806
1,645,000
389,000
15,000,000
3,000,000
32,402,227
1,036,871
-
-
-
-
-
-
-
-
-
-
-
(291,835)
162,011,135
16,506,842
Year to 30 June 2019
No.
$ 112,963,908
12,372,806
1,645,000
389,000
15,000,000
3,000,000
32,402,227
1,036,871
-
-
-
-
-
-
-
-
-
-
-
(291,835)
162,011,135
16,506,842
12,372,806
389,000
3,000,000
1,036,871
-
-
-
-
-
(291,835)
16,506,842

(i) The Company issued a total of 2,734,375 shares on the exercise of 2,500,000 options exercisable at $0.06 each and 234,375 options exercisable at $0.10 each;

(ii) The Company issued 605,989 ordinary shares in consideration for the deferral of acquisition payment for mineral claims within the Frisco Project;

(iii) The Company issued 17,597,773 ordinary shares at a price of $0.032 per share under a Placement in August 2019;

(iv) The Company issued 27,032,235 ordinary shares at a price of $0.015 per share under a Placement in April 2020;

  • (v) The Company issued 18,000,000 ordinary shares at a price of $0.05 per share under a Placement in June 2020;

(vi) Following Shareholder approval received in June 2020 allowing Directors to participate in the April 2020 Placement, the Company issued an additional 3,666,667 ordinary shares at a price of $0.015 per share;

(vii) Following Shareholder approval received in June 2020 a total of 3,490,467 ordinary shares were issued to Directors in lieu of Director fees; and

(viii) Following Shareholder approval received in June 2020 a total of 24,300,000 ordinary shares were following conversion of convertible notes at a conversion price of $0.05 per share.

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

39

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 11: ISSUED CAPITAL (CONTINUED)

b) Performance rights reserve
Fully paid
Balance at beginning of year
Issue of performance rights (i)
Balance at the end of the year
Year to 30 June 2020
No.
$ 600,000
101,420
-
-
600,000
101,420
Year to 30 June 2019
No.
$ -
-
600,000
101,420
600,000
101,420
Year to 30 June 2019
No.
$ -
-
600,000
101,420
600,000
101,420
-
101,420
101,420
  • (i) 600,000 performance rights to Director Bruno Hegner as an incentive for future performance as approved by shareholders. The performance rights comprise three tranches:

  • 200,000 converting into fully paid ordinary shares once the closing share price as quoted on the ASX is greater than $1.00 for more than a total of 120 trading days within two years from grant date;

  • 200,000 converting into fully paid ordinary shares once the closing share price as quoted on the ASX is greater than $1.50 for more than a total of 120 trading days within three years from grant date; and

  • 200,000 converting into fully paid ordinary shares once the closing share price as quoted on the ASX is greater than $2.00 for more than a total of 120 trading days within four years from grant date.

The conditions for conversion of the performance rights into fully paid ordinary shares were not met by 30 June 2020 or at the date of this report.

c) Foreign Currency Reserves

c)
Foreign Currency Reserves
Balance at beginning of year
Movement during the year
Balance at the end of the year
30 June
2020
$ 526,580
217,942
744,522
30 June
2019
$ 213,910
312,670
526,580

40

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 11: ISSUED CAPITAL (CONTINUED)

d) Options

d) Options
Balance at beginning of year
Exercise of existing options (i)
Issue of options to Directors and KMP (ii)
Issue of free attaching options (iii)
Issue of options to Lead Manager (iv)
Issue of options to employees (v)
Issue of options to Lead Manager (vi)
Issue of options to Managing Director (vii)
Existing options to employees and
management vesting
Options forfeited
Options cancelled/expired (viii)
Balance at the end of the year
30 June 2020
No.
$ 15,787,454
5,504,747
(2,734,375)
-
14,750,000
224,168
25,000,000
-
10,000,000
74,370
750,000
10,196
5,000,000
530,334
10,000,000
1,039
-
-
-
(20,624)
(7,127,454)
-
71,425,625
6,324,230
30 June 2019

No.
$ 20,707,454
3,973,541
(1,645,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
534,491
(1,075,000)
(187,242)
(2,200,000)
1,183,957
15,787,454
5,504,747
5,504,747
-
224,168
-
74,370
10,196
530,334
1,039
-
(20,624)
-
3,973,541
-
-
-
-
-
-
-
534,491
(187,242)
1,183,957
6,324,230 5,504,747

The weighted average exercise price of options outstanding at the end of the financial year was $0.23 (2019: $0.11).

The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.96 years (2019: 1.37 years).

  • (i) The Company issued a total of 2,734,375 shares on the exercise of 2,500,000 options exercisable at $0.06 each and 234,375 options exercisable at $0.10 each;

  • (ii) On 19 July 2019, 14,750,000 unlisted options were issued as follows:

  • 7,000,000 unlisted incentive options to Directors exercisable at $0.06 on or before 19 July 2022;

  • 7,000,000 unlisted incentive options to Directors exercisable at $0.10 on or before 19 July 2022;

  • o 750,000 unlisted incentive options to KMP exercisable at $0.10 on or before 19 July 2022;

  • (iii) On 7 August 2019, 25,000,000 free attaching unlisted options were issued as part of a Placement with an exercisable price of $0.10 on or before 7 August 2022;

  • (iv) On 7 August 2019, 10,000,000 unlisted options were issued to the lead manager for services provided. 5,000,000 are exercisable at $0.10 on or before 7 August 2021 and 5,000,000 are exercisable at $0.20 on or before 7 August 2021. These have been allocated to capital raising costs;

  • (v) On 19 July 2019, 750,000 unlisted options were issued to employees with an exercisable price of $0.10 on or before 19 July 2022;

  • (vi) On 30 June 2020, 5,000,000 unlisted options, exercisable at $0.12 on or before 30 June 2023, were issued to the lead manager for services provided. These have been allocated to capital raising costs;

  • (vii) On 30 June 2020, 10,000,000 unlisted options, exercisable at $0.08 on or before 30 June 2023, were issued to the Managing Director following shareholder approval. These options vest following 12 months continuous service (30 June 2021); and

  • (viii) The following unlisted options expired or were cancelled during the year:

  • 1,777,454 unlisted options exercisable at $0.20 on or before 22 February 2020;

  • 2,300,000 unlisted options exercisable at $0.30 on or before 31 May 2020;

  • 2,300,000 unlisted options exercisable at $0.40 on or before 31 May 2020; and

  • 750,000 unlisted options exercisable at $0.10 on or before 19 July 2022.

41

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 11: ISSUED CAPITAL (CONTINUED)

Fair value Recognised as
Share price Exercise Expected Dividend Risk-free at Grant an Expense in
at grant Price volatility yield rate Date Vesting 2020
Number Grant Date Expiry Date date $ $ Date $
7,000,000 19-Jul-2019 19-Jul-2022 0.033 0.06 102% - 0.95% 118,814 19-Jul-2019 118,814
7,750,000 19-Jul-2019 19-Jul-2022 0.033 0.10 102% - 0.95% 105,354 19-Jul-2019 105,354
750,000 19-Jul-2019 19-Jul-2022 0.033 0.10 102% - 0.95% 10,196 19-Jul-2019 10,196
10,000,000 30-Jun-2020 30-Jun-2023 0.145 0.08 102% - 0.26% 1,138,416 30-Jun-2021 1,039
25,500,000 1,372,780 235,403*
* $214,779 share based payment expense per consolidated statement of profit or loss and other comprehensive income including $20,624 reversal for options unvested.
Fair value Recognised as
Share price Exercise Expected Dividend Risk-free at Grant Capital Raising
at grant Price volatility yield rate Date Vesting costs in 2020
Number Grant Date Expiry Date date $ $ Date $
5,000,000 7-Aug-2019 7-Aug-2022 0.033 0.10 102% - 0.71% 47,565 7-Aug-2019 47,565
5,000,000 7-Aug-2019 7-Aug-2022 0.033 0.20 102% - 0.71% 26,805 7-Aug-2019 26,805
5,000,000 30-Jun-2020 30-Jun-2023 0.145 0.12 102% - 0.26% 530,334 19-Jul-2019 530,334
15,000,000 604,704 604,704

42

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 12: CONTINGENT LIABILITIES

There were no contingent liabilities as at 30 June 2020 (2019: nil).

NOTE 13: SIGNIFICANT EVENTS AFTER THE REPORTING DATE

  • On 15 July 2020, Brett Tucker resigned as Company Secretary and was replaced by Mathew O’Hara. The Company also changed its registered corporate office and principal place of business;

  • On 30 July 2020, the Company issued 500,000 ordinary shares in consideration for services performed by a consultant;

  • On 30 July 2020, the Company issued 1,875,000 ordinary shares following the exercise of 1,875,000 unquoted options with an exercise price of $0.10 and an expiry date of 3 August 2022;

  • On 3 August 2020, the Company issued 7,000,000 unquoted options to employee and consultants under the Company’s Long-Term Incentive Plan. 3,500,000 are exercisable at $0.195 and 3,500,000 are exercisable at $0.22, with both tranches having an expiry date of 3 August 2023;

  • On 23 September 2020, Mr Nicolaus Heinen resigned as a Non-Executive Director; and

  • The impact of the Coronavirus (COVID-19) pandemic is ongoing, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

Other than disclosed above, the directors are not aware of any matters or circumstances not otherwise dealt with in this report or consolidated financial statements that have significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial periods.

NOTE 14: DIVIDENDS

The directors have not declared any dividend for the year ended 30 June 2020 (2019: nil).

43

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 15: SHARE-BASED PAYMENTS

a) Recognised share-based payment expense

From time to time, the Company provides Incentive Options to officers, employees, consultants and other key advisors as part of remuneration and incentive arrangements. The number of options granted, and the terms of the options granted are determined by the Board. Shareholder approval is sought where required. During the past two years, the following equity-settled share-based payments have been recognised:

uity-settled share-based payments have been recognised:
Expense arising from option-settled share-based payment transactions
Expense arising from performance right-settled share-based payment
transactions
Net share based payment expense recognised in the profit or loss
30 June
2020
$ 214,779
-
214,779
30 June
2019
$
1,531,205
101,420
1,632,625

b) Summary of options granted as share-based payments

The following table illustrates the number and weighted average exercise prices (WAEP) of Incentive Options granted as share-based payments at the beginning and end of the financial year:

30 June 2020 30 June 2019
Number WAEP Number WAEP
Outstanding at beginning of year 15,787,454 0.48 20,707,454 $0.83
Granted by the Company during the 40,500,000 0.10 - -
year
Exercised during the year (2,500,000) (0.06) (1,645,000) ($0.24)
Forfeited/Expired during the year (6,377,454) (0.31) (1,075,000) ($1.83)
Cancelled during the year - - (2,200,000) ($3.27)
Outstanding at end of year 47,410,000 0.20 15,787,454 $0.48

44

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 15: SHARE-BASED PAYMENTS (continued)

c) Summary of performance rights granted as share-based payments

On 24 August 2018, 600,000 performance rights were issued to Mr. Hegner under the Long-Term Incentive Plan, on the terms and conditions detailed as follows:

Class Number ExpiryDate VestingConditions
A 200,000 24 August 2018 Converting into fully paid ordinary shares once the closing share price as
quoted on the ASX is greater than $1.00 for more than a total of 120 trading
days within 2 years from grant date.
B 200,000 24 August 2018 Converting into fully paid ordinary shares once the closing share price as
quoted on the ASX is greater than $1.50 for more than a total of 120 trading
days within 3 years from grant date.
C 200,000 24 August 2018 Converting into fully paid ordinary shares once the closing share price as
quoted on the ASX is greater than $2.00 for more than a total of 120 trading
days within 4 years from grant date.

The Group has measured the fair value of the performance rights issued during the half year by using the Monte-Carlo pricing model with the following inputs.

Class Grant Date Expiry Date Spot Price Vesting
Hurdle
(120 days)
Fair value Expected
Volatility
Dividend
Yield
Interest
Rate
A 24 Aug-18 24 Aug-20 $0.34 $1.00 $0.15 100% 0% 1.98%
B 24 Aug-18 24 Aug-21 $0.34 $1.50 $0.17 100% 0% 2.03%
C 24 Aug-18 24 Aug-22 $0.34 $2.00 $0.19 100% 0% 2.21%

NOTE 16: RELATED PARTY TRANSACTIONS

a) Key management personnel

a)
Key management personnel
Short-term employee benefits
Post-employment benefits
Share-based payments – shares
Share-based payments – performance rights
Share-based payments - options
30 June
2020
$ 564,838
-
10,692
-
215,010
790,540
30 June
2019
$ 643,681
120,735
-
101,420
1,152,179
2,018,015

b) Related party balances

As at 30 June 2020, there were no balances owed from/to key management personnel and or companies associated with the shareholders and Directors (2019: nil)

c) Other transactions with related parties

There were no other transactions with related parties during the year ended 30 June 2020 (2019: $18,732).

45

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 16: RELATED PARTY TRANSACTIONS (continued)

d) Subsidiaries

The consolidated financial statements include the financial statements of Alderan Resources Limited and the following subsidiaries:

Subsidiary Country of Equity interest (%)
incorporation
30 June 2020 30 June 2019
Volantis Resources Corp, Inc. USA 100% 100%
Valyrian Resources Corp. USA 100% 100%
Alderan US Holdings, Inc USA 100% 100%
Star Range US Holdings, Inc USA 100% 100%
Star Range Resources Limited AUS 100% 100%

Alderan Resources Limited is the ultimate Australian parent entity and ultimate parent of the Group.

NOTE 17: FINANCIAL INSTRUMENTS

a) Overview

The Group's principal financial instruments comprise receivables, payables, cash and cash equivalents. The main risks arising from the Group's financial instruments are credit risk, liquidity risk, interest rate risk and foreign currency risk. This note presents information about the Company's exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have been no significant changes since the previous financial year to the exposure or management of these risks.

The Group manages its exposure to key financial risks in accordance with the Company's risk management policy. Key financial risks are identified and reviewed annually and policies are revised as required. The overall objective of the Company's risk management policy is to recognise and manage risks that affect the Company and to provide a stable financial platform to enable the Company to operate efficiently.

The Group does not enter into derivative transactions to mitigate the financial risks. In addition, the Company's policy is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the Company's operations change, the Directors will review this policy periodically going forward. The Directors have overall responsibility for the establishment and oversight of the risk management framework. The Directors review and approve policies for managing the Company's financial risks as summarised below.

managing the Company's financial risks as summarised below.
Categories of financial instruments
Financial assets
Cash on hand and in bank
Trade and other receivables
Financial liabilities
Trade and other payables
30 June
2020
$ 2,133,424
221,516
2,354,940
348,044
348,044
30 June
2019
$ 749,162
207,798
956,960
771,926
771,926

46

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 17: FINANCIAL INSTRUMENTS (continued)

b) Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Company’s overall strategy remains unchanged from prior years. The capital structure of the Company consists of debt, cash and cash equivalents and equity, comprising issued capital, reserves and retained earnings (accumulated losses). Operating cash flows are used to maintain and expand operations, as well as to make routine expenditures such as tax, dividends and general administrative outgoings.

Gearing levels are reviewed by the Board on a regular basis in line with its target gearing ratio, the cost of capital and the risks associated with each class of capital.

c) Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Company only transacts with entities that are rated the equivalent of investment grade and above. This information is supplied by independent rating agencies where available and, if not available, the Company uses publicly available financial information and its own trading record to rate its major customers.

The Company does not have any significant credit risk exposure to any single counterparty or any Company of counterparties having similar characteristics.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This arises principally from cash and cash equivalents and trade and other receivables.

There are no significant concentrations of credit risk within the Company. The carrying amount of the Company's financial assets represents the maximum credit risk exposure, as represented below:

ssets represents the maximum credit risk exposure, as represented below:
Cash on hand and in bank
Trade and other receivables
Total
30 June
2020
$ 2,133,424
221,516
2,354,940
30 June
2019
$ 749,162
207,798
956,960

Trade and other receivables are comprised primarily of sundry receivables and GST refunds due. Where possible the Company trades only with recognised, creditworthy third parties

With respect to credit risk arising from cash and cash equivalents, the Company's exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.

d) Interest Rate Risk

The Company's exposure to the risk of changes in market interest rates relates primarily to the bank deposits with floating interest rate.

These financial assets with variable rates expose the Company to cash flow interest rate risk. All other financial assets and liabilities, in the form of receivables and payables are non-interest bearing.

47

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 17: FINANCIAL INSTRUMENTS (continued)

At the reporting date, the interest rate profile of the Company's interest-bearing financial instruments was:

Interest-bearing financial instruments
Bank balances
30 June
2020
$ 2,133,424
2,133,424
30 June
2019
$ 749,162
749,162

The Company currently does not engage in any hedging or derivative transactions to manage interest rate risk.

Interest rate sensitivity

A sensitivity of 0.1% (10 basis points) has been selected as this is considered reasonable given the current level of both short term and long term interest rates. A 1% (100 basis points) movement in interest rates at the reporting date would have increased (decreased) equity and profit and loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2019.

30 June 2020 - Profit or loss 30 June 2020 - Profit or loss 30 June 2019 - Profit or loss 30 June 2019 - Profit or loss
100bp 100bp 100bp 100bp
Increase Decrease Increase Decrease
21,334 (21,334) 7,492 (7,492)

e) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Board's approach to managing liquidity is to ensure, as far as possible, that the Company will always have sufficient liquidity to meet its liabilities when due by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The contractual maturities of financial liabilities, including estimated interest payments, are provided below. There are no netting arrangements in respect of financial liabilities.

30 June 2020
Financial Liabilities
Trade and other payables
Total
30 June 2019
Financial Liabilities
Trade and other payables
Total
≤6 Months
$ 6-12 Months
$ 1-5 Years
$ ≥5 Years
$ Total
$ 348,044
-
-
-
348,044
348,044
-
-
-
348,044
≤6 Months
$ 6-12 Months
$ 1-5 Years
$ ≥5 Years
$ Total
$ 273,960
497,966
-
-
771,926
273,960
497,966
-
-
771,926

48

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 17: FINANCIAL INSTRUMENTS (continued)

f) Foreign Exchange Risk

The Company has an exposure to foreign exchange rates given that the Company operates in the United States of America. A fluctuation in foreign exchange rates may affect the cost base of the costs and expenses of the Company. The carrying amounts of the Company’s foreign currency denominated monetary liabilities as at the reporting date expressed in Australian dollars are as follows:

stralian dollars are as follows:
US dollar denominated balances 30 June 2020
$ 15,386
30 June 2019
$
66,030

Foreign currency sensitivity analysis

The sensitivity analysis below details the Company’s sensitivity to an increase/decrease in the Australian Dollar against the United States Dollar. The sensitivity analysis includes only outstanding foreign currency denominated monetary items. A 100 basis point is the sensitivity rate used when reporting foreign currency risk internally to management and represents management’s assessment of the possible change in foreign exchange rates.

At reporting date, if foreign exchange rates had been 100 basis points higher or lower and all other variables held constant, the Company’s loss will increase/decrease by $150 (2019: $660); and net assets will increase/decrease by $150 (2019: $660).

The Company’s sensitivity to foreign exchange rates has not changed significantly from prior year.

g) Fair values

The net fair value of financial assets and financial liabilities approximates their carrying value. The methods for estimating fair value are outlined in the relevant notes to the financial statements.

NOTE 18: COMMITMENTS

OTE 18: COMMITMENTS
Exploration expenditure and annual lease/claim payments
Committed at the reporting date but not recognised as liability:
Within one year
One to five years
30 June
2020
$ 930,105
121,287
1,051,392
30 June
2019
$ 655,394
369,918
1,025,312

Where the commitments are due in US Dollars, the Company has used the spot rate on 30 June 2020 as a conversion for the commitments into Australian Dollars.

In order to maintain current rights of tenure to exploration tenements, the Company is required to outlay rentals and to meet the minimum expenditure requirements by the Mineral Resources Authority. Minimum expenditure commitments may be subject to renegotiation and with approval may otherwise be avoided by sale, farm out or relinquishment. These obligations are not provided for in the financial statements.

49

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

NOTE 19: PARENT ENTITY INFORMATION

Set out below is the supplementary information about the parent entity.

Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive loss
Financial Position
Total Assets
Total Liabilities
Net Assets
Issue Capital
Reserves
Accumulated Losses
Total Equity
Parent
30 June
2020
$ 30 June
2019
$ (1,484,320)
(3,854,787)
(1,484,320)
(3,854,787)
12,045,054
10,078,913
(332,334)
(222,065)
11,712,720
9,856,848
19,027,550
16,506,842
6,425,650
5,606,166
(13,740,480)
(12,256,160)
11,712,720
9,856,848
10,078,913
(222,065)
9,856,848
16,506,842
5,606,166
(12,256,160)
9,856,848

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2020 and 30 June 2019.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2020 and 30 June 2019.

Capital commitments

There are no commitments which relate solely to the parent entity.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in Note 1, except for the following:

  • a. Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity

NOTE 20: AUDITOR’S REMUNERATION

The auditor of the Group is RSM Australia Partners.

he auditor of the Group is RSM Australia Partners.
Audit or review of the financial statements 30 June
2020
$ 34,750
30 June
2019
$
31,500

50

Alderan Resources Limited

DIRECTORS’ DECLARATION

In the opinion of the Directors:

  1. The consolidated financial statements and notes thereto are in accordance with the Corporations Act 2001 including:

  2. a. giving a true and fair view of the Group’s financial position as at 30 June 2020 and its performance for the year then ended; and

  3. b. complying with Australian Accounting Standards (including the Australian Accounting Interpretations), the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  4. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

  5. The consolidated financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.

This declaration has been made after receiving the declarations required to be made to the Directors in accordance with Section 295A of the Corporations Act 2001.

This declaration is signed in accordance with a resolution of the Board of Directors.

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Mr Tom Eadie Chairman

Dated this 30[th] day of September 2020

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RSM Australia Partners

Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ALDERAN RESOURCES LIMITED

Opinion

We have audited the financial report of Alderan Resources Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:

  • (i) Giving a true and fair view of the Group's financial position as at 30 June 2020 and of its financial performance for the year then ended; and

  • (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

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Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • Key Audit Matter How our audit addressed this matter

  • Exploration and Evaluation Expenditure Refer to Note 9 in the financial statements The Group has capitalised exploration and Our audit procedures included: evaluation expenditure with a carrying value of $9,417,490 as at 30 June 2020.  Ensuring that the right to tenure of each area of interest is current;

  • We considered this to be a key audit matter due to  Agreeing a sample of additions to supporting the significant management judgments involved in documentation and ensuring the amounts are assessing the carrying value of the asset including: capital in nature and relate to the area of interest;  Assessing and evaluating management’s

  •  Determination of whether the expenditure can be assessment that no indicators of impairment existed associated with finding specific mineral as at 30 June 2020; resources, and the basis on which that  Enquiring with management and reviewing budgets expenditure is allocated to an area of interest; and other supporting documentation as evidence

  •  Determination of whether exploration activities that active and significant operations in, or relation have progressed to the stage at which the to, the area of interest will be continued in the future; existence of an economically recoverable and mineral reserve may be assessed; and  Through discussions with the management and

  •  Assessing whether any indicators of impairment reviewing relevant supporting documentation, are present, and if so, judgments applied to assessing management’s determination that determine and quantify any impairment loss. exploration and evaluation activities have not yet reached a stage where the existence or otherwise of economically recoverable reserves may be reasonably determined.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2020, but does not include the financial report and the auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporation Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

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Auditor's Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our auditor's report.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included within the directors' report for the year ended 30 June 2020.

In our opinion, the Remuneration Report of Alderan Resources Limited, for the year ended 30 June 2020, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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RSM AUSTRALIA PARTNERS

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Perth, WA Dated: 30 September 2020

TUTU PHONG Partner

Alderan Resources Limited

CORPORATE GOVERNANCE

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs. To the extent applicable, our Company has adopted the Recommendations.

No. PRINCIPLES AND RECOMMENDATIONS
(Summary)
COMPLIES COMMENT
1. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose the respective
roles and responsibilities of its board and
management; and those matters expressly
reserved to the board and those delegated to
management.
Yes The Board is ultimately accountable for the performance of the Company and provides leadership and sets
the strategic objectives of the Company. It appoints all senior executives and assesses their performance
on at least an annual basis. It is responsible for overseeing all corporate reporting systems, remuneration
frameworks, governance issues, and stakeholder communications. Decisions reserved for the Board relate
to those that have a fundamental impact on the Company, such as material acquisitions and takeovers,
dividends and buybacks, material profits upgrades and downgrades, and significant closures.
The Company has developed a Board Charter which sets out the roles and responsibilities of the Board, a
copy of which is available on the Company's website.
1.2 A listed entity should:
(a) undertake
appropriate
checks
before
appointing a person, or putting forward to
security holders a candidate for election, as
a director; and
(b) provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-
elect a director.
Yes The Company undertakes comprehensive reference checks prior to appointing a director or putting that
person forward as a candidate to ensure that person is competent, experienced, and would not be
impaired in any way from undertaking the duties of a director.
In addition, the Company’s Nomination Committee Charter establishes accountability for requiring
appropriate checks of potential directors to be carried out before appointing that person or putting them
forward as a candidate for election, and this will be undertaken with respect to all future appointments.
1.3 A listed entity should have a written agreement
with each director and senior executive setting
out the terms of their appointment.
Yes The Company maintains written agreements with each of its Directors and senior executives setting out
their roles and responsibilities and the terms of their appointment.

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1.4 The company secretary of a listed entity should
be accountable directly to the board, through
the chair, on all matters to do with the proper
functioning of the Board.
Yes The Company Secretary is engaged by the Company to manage the proper function of the Board. The
Company Secretary reports directly to the Chair and is accountable to the Board.
1.5 A listed entity should have a diversity policy and
should disclose at the end of each reporting
period the measurable objectives for achieving
gender diversity and the progress towards
achieving those objectives.
Partial The Company recognises the importance of equal employment opportunity. The Company's corporate
code of conduct provides a framework for undertaking ethical conduct in employment. Under the
corporate code of conduct, the Company will not tolerate any form of discrimination or harassment in the
workplace.
However, the Company has determined to not initially adopt a formal policy and establish measurable
objectives for achieving gender diversity (and accordingly, will not initially be in a position to report against
measurable objectives). The Board considers that its approach to gender diversity and measurable
objectives is justified by the current nature, size and scope of the business, but will consider in the future,
once the business operations of the Company mature, whether a more formal approach to diversity is
required.
The Company currently has no female board members or senior executives.
1.6 A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board,
its committees and individual directors;
(b) and disclose, in relation to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
Yes The Board will review its performance annually, as well as the performance of individual Committees and
individual directors (including the performance of the Chairman as Chairman of the Board).
The Company has undertaken an annual review which is still ongoing and will be reported in the Company’s
next Annual Report.
1.7 A listed entity should have and disclose a process
for periodically evaluating the performance of its
senior executives and disclose, in relation to each
reporting period, whether a performance
evaluation was undertaken in the reporting
period in accordance with that process.
Yes The Board is responsible for periodically evaluating the performance of senior executives. The Board is to
arrange an annual performance evaluation of the senior executives. Performance evaluations were
undertaken during the reporting period in accordance with the process.

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2. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
2.1 The Company should have a Nomination
Committee which has at least 3 members a
majority of whom are independent and is chaired
by an independent director.
If it does not have a nomination committee, the
Board should disclose that fact and the processes
it employs to address board succession issues
and to ensure that the Board has the appropriate
balance
of
skills,
knowledge,
experience,
independence and diversity to enable it to
discharge
its
duties
and
responsibilities
effectively.
Yes The Board has not established a separate nomination committee. Given the scale of the Company’s
operations, it is anticipated that the full Board will be able to continue adequately discharge the functions
of a Nomination Committee for the short to medium term. The Board will consider establishing a
Nomination Committee when the size and complexity of the Company’s operations and management
warrant it. In the meantime, the Company has adopted a Nomination Committee Charter and
Remuneration Committee Charter, which includes specific responsibilities to be carried out by those
committees when they are established.
The Company’s Nomination Committee Charter and Remuneration Committee Charter are available on
the Company’s website.
2.2 A listed entity should have and disclose a board
skills matrix setting out the mix of skills and
diversity that the board currently has or is
looking to achieve in its membership.
No The Board has been specifically constituted with the mix of skills and experience that the Company requires
to move forward in implementing its business objectives. The composition of the Board and the
performance of each Director will be reviewed from time to time to ensure that the Board continues to
have a mix of skills and experience necessary for the conduct of the Company’s activities as the Company’s
business matures and evolves.
2.3 A listed entity should disclose:
(a) the names of the directors considered by
the board to be independent directors;
(b) if a director has an interest, position,
association or relationship which may
otherwise be seen as a conflict to the
director’s obligation to the company but the
board is of the opinion that it does not
compromise the independence of the
director, the nature of the interest, position,
association or relationship in question and
an explanation of why the board is of that
opinion; and
(c) the length of service for each director
Yes Details of the Directors and their independence status as at 30 June 2020 as follows:
-
Tom Eadie, Non-executive Chairman – Not independent
-
Peter Williams, Managing Director – Not independent
-
Hegner, Executive Director - Not independent
-
Nicolaus Heinen, Non-executive Director – Not independent
The independence of each Director has been determined in taking into account the relevant factors
suggested in The Corporate Governance Principles and Recommendations (3rd Edition) as published by
ASX Corporate Governance Council (Recommendations) (Independence Factors).
The length of service for each director is disclosed in this Annual Report.

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2.4 A majority of the board of a listed entity should
be independent directors
No As disclosed in the response to Recommendation 2.3 above, none of the Directors are considered to be
independent.
However, the Company is confident that current composition of the Board is optimal for its current level
of operations, and is therefore in the best interests of the Company and its shareholders. The Board will
review the balance of independence on the Board on an on-going basis, and will implement changes at its
discretion having regard to the Company’s growth and changing management and operational
circumstances.
2.5 The chair of the board of a listed entity should be
an independent director and, in particular,
should not be the same person as the CEO of the
entity
No Mr Eadie is the Chairman and is not considered to be independent by virtue of him acting in the capacity
of an Executive Chairman between 11 February 2019 and 1 September 2019.
2.6 A listed entity should have a program for
inducting new directors and provide appropriate
professional development opportunities for
directors to develop and maintain the skills and
knowledge needed to perform their role as
directors effectively.
Yes Upon appointment to the Board new Directors are provided with Company policies and procedures and
are provided an opportunity to discuss the Company's operations with senior management and the
Board.
The Company encourages its Directors to participate in professional development opportunities presented
to the Company and provides appropriate industry information to its Board members on a regular basis.
3. PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING
3.1 A listed entity should have a code of conduct for
its directors, senior executives and employees
and disclose that code or a summary of it.
Yes The Company has adopted a Code of Conduct, which provides a framework for decisions and actions in
relation to ethical conduct in business. All of the Company’s directors and employees are required to
comply with the standards of behaviour and business ethics in accordance with the law and the Code of
Conduct.
The Code of Conduct is disclosed on the Company’s website.
4. SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
4.1 The Board of a listed entity should have an audit
committee which consists of at least 3 members
all of whom are non- executive directors and a
majority of whom are independent directors and
the committee should be chaired byan
Yes The Board has not established a separate audit committee. Given the present size of the Company and the
scale of its operations, the Board has decided that the full Board can adequately discharge the functions
of an audit committee. The Board will establish an Audit Committee when the size and complexity of the
Company’s operations and management warrant it.

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independent director who is not the chair of the
board.
If it does not have an audit committee, the Board
should disclose that fact and the processes it
employs that independently verify and safeguard
the integrity of its corporate reporting, including
the processes for the appointment and removal
of the external auditor and the rotation of the
audit engagement partner.
In the meantime, the Board has adopted an Audit and Risk Committee Charter, which includes specific
responsibilities relating to audit and risk, and which the Board uses as a guide when acting in the capacity
of the Audit Committee.
The Company’s Audit and Risk Committee Charter is available on the Company’s website.
4.2 The board of a listed entity should, before it
approves the entity’s financial statements for a
financial period, receive from its CEO and CFO a
declaration that, in their opinion, the financial
records of the entity have been properly
maintained and that the financial statements
comply
with
the
appropriate
accounting
standards and give a true and fair view of the
financial position and performance of the entity
and that the opinion has been formed on the
basis of a sound system of risk management and
internal control which is operating effectively.
Yes The Board will continue to require a conforming declaration from the relevant key executive or executives
before it approves the entity’s financial statements for each financial period, consistent with practise to
date.
4.3 A listed entity that has an AGM should ensure
that its external auditor attends its AGM and is
available to answer questions from security
holders relevant to the audit.
Yes The Company’s external auditor will be invited to attend all Annual General Meetings of the Company and
will be available to answer questions from security holders relevant to the audit.
5. MAKE TIMELY AND BALANCED DISCLOSURES
5.1 A listed entity should have a written policy for
complying
with
its
continuous
disclosure
obligations under the Listing Rules and disclose
that policy or a summary of it.
Yes The Company has a Continuous Disclosure Policy which includes processes to ensure compliance with ASX
Listing Rule 3.1 disclosure and to ensure accountability at a senior executive level for compliance and
factual presentation of the Company’s financial position.
The Continuous Disclosure Policy is disclosed on the Company’s website.
6. RESPECTS THE RIGHTS OF SHAREHOLDERS

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6.1 A listed entity should provide information about
itself and its governance to investors via its
website.
Yes The Company has established a website on which it maintains information in relation to corporate
governance, directors and senior executives, Board and committee charters, annual reports, ASX
announcements and contact details.
The Company has established a website on which it maintains information in relation to corporate
governance, directors and senior executives, Board and committee charters, annual reports, ASX
announcements and contact details.
6.2 A listed entity should design and implement an
investor relations program to facilitate effective
two-way communication with investors.
Yes The Company has adopted a Shareholder Communications Policy, which establishes principles to ensure
that the shareholders are informed of all major developments affecting the Company’s state of affairs.
The Shareholder Communications Policy is disclosed on the Company’s website.
6.3 A listed entity should disclose the policies and
processes it has in place to facilitate and
encourage participation at meetings of security
holders.
Yes The Company encourages shareholders to participate in general meetings of the Company as a means by
which feedback can be given to the Company and allocates scheduled question time at meetings of
Shareholders to facilitate participation at those meetings.
6.4 A listed entity should give security holders the
option to receive communications from, and
send communications to, the entity and its
security registry electronically.
Yes The Company engages its share registry to manage the majority of communications with shareholders.
Shareholders are encouraged to receive correspondence from the Company electronically, thereby
facilitating a more effective, efficient and environmentally friendly communication mechanism with
shareholders. Shareholders not already receiving information electronically can elect to do so through the
share registry, Automic Registry Services atwww.automic.com.au.
7. RECOGNISE AND MANAGE RISK
7.1 The Board should establish a risk management
committee made up of at least 3 members, a
majority of whom are independent directors,
and chaired by an independent director.
If it does not have a risk committee, the Board
should disclose that fact and the processes it
employs for overseeing the entity’s risk
management framework.
Yes The Board has not established a separate risk committee. Given the present size of the company, the Board
has decided that the full Board can adequately discharge the functions of a risk committee for the time
being. The Board will establish a Risk Committee when the size and complexity of the Company’s
operations and management warrant it.
In the meantime, the Company’s Audit and Risk Committee Charter includes principles to guide the Board’s
oversight of the Company’s risk function.
7.2 The board or a committee of the board should:
(a) review the entity’s risk management
framework at least annually to satisfy itself
that it continues to be sound; and
Yes The identification and management of risk has been continually at the forefront of the Company’s recent
activities.
In accordance with the Audit and Risk Committee Charter, the Board will review the Company’s risk
management framework on an annual basis. Such as review has not taken place since the Company

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Alderan Resources Limited
adopted its risk framework and listed on the ASX. The Company intends to conduct this review prior to its
next annual reporting date.
Given the present size of the company, the Board has decided that a formal internal audit function is not
required for the time being.
The risk management functions employed by the Board are summarised above.
The Company provides its material risks below, including exposure to economic, environmental and social
sustainability risks. The Company will continue to disclose these material risks in the future in its annual
report or elsewhere as appropriate.
Liquidity risk
Certain securities are likely to be classified as restricted securities. To the extent that Shares are classified
as restricted securities, the liquidity of the market for Shares may be adversely affected.
Exploration and evaluation risks
Mineral exploration, development and mining activities are high-risk undertakings. There can be no
assurance that exploration on these Tenements, or any other claims or leases that may be acquired in the
future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is
identified, there is no guarantee that it can be economically exploited.
Title risks
Mineral rights in the USA may be owned by private parties, local government, state government, federal
government, or indigenous groups. Verifying the chain of title for USA mineral rights can be complex and
may require that remedial steps be taken to correct any defect in title. Securing exploration and extraction
rights to federally-owned mineral rights requires strict adherence to claim staking and maintenance
requirements. The Company has taken reasonable steps to verify the title to the Tenements in which it
has, or has a right to acquire, an interest. Although these steps are in line with market practice for
exploration projects, they do not guarantee title to the Tenements nor guarantee that the Tenements are
free of any third party rights or claims.
(b) disclose, in relation to each reporting
period, whether such a review has taken
place.
adopted its risk framework and listed on the ASX. The Company intends to conduct this review prior to its
next annual reporting date.
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it
performs; or
(b) if it does not have an internal audit function,
that fact and the processes it employs for
evaluating and continually improving the
effectiveness of its risk management and
internal control processes.
Yes Given the present size of the company, the Board has decided that a formal internal audit function is not
required for the time being.
The risk management functions employed by the Board are summarised above.
7.4 A listed entity should disclose whether it has any
material exposure to economic, environmental
and social sustainability risks and, if it does, how
it manages or intends to manage those risks.
Yes The Company provides its material risks below, including exposure to economic, environmental and social
sustainability risks. The Company will continue to disclose these material risks in the future in its annual
report or elsewhere as appropriate.
Liquidity risk
Certain securities are likely to be classified as restricted securities. To the extent that Shares are classified
as restricted securities, the liquidity of the market for Shares may be adversely affected.
Exploration and evaluation risks
Mineral exploration, development and mining activities are high-risk undertakings. There can be no
assurance that exploration on these Tenements, or any other claims or leases that may be acquired in the
future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is
identified, there is no guarantee that it can be economically exploited.
Title risks
Mineral rights in the USA may be owned by private parties, local government, state government, federal
government, or indigenous groups. Verifying the chain of title for USA mineral rights can be complex and
may require that remedial steps be taken to correct any defect in title. Securing exploration and extraction
rights to federally-owned mineral rights requires strict adherence to claim staking and maintenance
requirements. The Company has taken reasonable steps to verify the title to the Tenements in which it
has, or has a right to acquire, an interest. Although these steps are in line with market practice for
exploration projects, they do not guarantee title to the Tenements nor guarantee that the Tenements are
free of any third party rights or claims.

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Future capital requirements The Company's activities are likely to require substantial expenditure, in additional to the amounts raised under the Offer. Any additional equity financing may be dilutive to Shareholders and any debt financing if available may involve restrictive covenants, which may limit the Company's operations and business strategy. Although the Directors believe that additional capital can be obtained, there can be no assurance that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities. Reliance on key personnel

The Company’s future depends, in part, on its ability to attract and retain key personnel. Its future also depends on the continued contributions of its executive management team and other key management and technical personnel, the loss of whose services would be difficult to replace. In addition, the inability to continue to attract appropriately qualified personnel could have a material adverse effect on the Company’s business. Fluctuations in commodity prices

The Company’s business, prospects, financial condition and results of operations are heavily dependent on prevailing metals prices, particularly copper. There can be no assurance that the existing level of metals prices will be maintained in the future. Any future declines, even relatively modest ones, in metals prices could adversely affect the Company's business, prospects, financial condition and results of operations. Exchange rate risks

The Company operates in multiple currencies and exchanges rates are constantly fluctuating. International prices of various commodities, as well as the exploration expenditure of the Company are denominated in United States dollars, whereas the Company will rely principally on funds raised and accounted for in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets. Other industry specific risks The Company’s activities are subject to a number of risks common to the conduct of mining exploration and the financing of mining exploration activities, including but not limited to: a) risks inherent in resource estimation; b) operation and technical risks;

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c)
environmental risks;
d) tenure risks;
e) contract counterparty risks; and
f)
competition risks.
8. REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board should establish a remuneration
committee which has at least three members, a
majority of whom are independent and which is
chaired by an independent director.
If it does not have a remuneration committee,
disclose that fact and the processes it employs
for setting the level and composition of
remuneration for directors and senior executives
and ensuring that such remuneration is
appropriate and not excessive
Yes The Board has not established a separate remuneration committee. Given the present size of the company,
the Board has decided that the full Board can adequately discharge the functions of a remuneration
committee for the time being. The Board will establish a Remuneration Committee when the size and
complexity of the Company’s operations and management warrant it.
In the meantime, the Board has adopted a Remuneration Committee Charter, which includes principles
for setting and reviewing the level and composition of remuneration for directors and senior executives
and ensuring that such remuneration is appropriate and not excessive, including if required, the ability to
obtain independent advice on the appropriateness of remuneration packages. Until such time as the
Remuneration Committee is established, the functions of this committee will continue to be carried out by
the full Board.
8.2 A listed entity should separately disclose its
policies
and
practices
regarding
the
remuneration of non-executive directors and the
remuneration of executive directors and other
senior executives.
Yes Each director has entered a separate employment or consultancy agreement with the Company.
The remuneration of directors and senior executives is generally reviewed annually. As discussed under
Recommendation 8.1 above, a Remuneration Committee Charter is in place, and the Board (in its capacity
as the Remuneration Committee) in will consider its approach to remuneration in due course having regard
to the Remuneration Committee Charter. Disclosure of the remuneration arrangements for Directors and
senior executives will be disclosed in the annual reports of the Company in the future.
8.3 A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions
(whether through the use of derivatives or
otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
Yes The Company maintains a Securities Trading Policy which restricts the permission for employees and
directors to enter transactions which limit the economic risks associated with the participation in any of
the Company's equity based incentive schemes. A copy of the Securities Trading Policy is available on the
Company's website.
The use of derivatives or other hedging arrangements for unvested securities of the Company or vested
securities of the Company which are subject to escrow arrangements is prohibited. Where a director or
other senior executive uses derivatives or other hedging arrangements over vested securities of the
Company, this will be disclosed.

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Additional Securities Information

Class of Shares and Voting Rights

The voting rights attached to the Fully Paid Ordinary Shares of the Company are:

  • a) at a meeting of members or classes of members each member entitled to vote may vote in person or by proxy or by attorney; and

  • b) on a show of hands every person present who is a member has one vote, and on a poll every person present in person or by proxy or attorney has one vote for each ordinary share held.

Options do not carry any voting rights.

Distribution of Shareholders (as at 25 September 2020)

Spread of Holdings Number of Holders
1-1,000 96
1,001-5,000 191
5,001 - 10,000 181
10,001 -100,000 450
Over 100,001 170
Total 1,088

There are 226 holders of unmarketable parcels comprising a total of 379,482 ordinary shares.

There are currently no shares subject to voluntary escrow.

There is no current on-market buy back taking place.

Company Secretary Mathew O’Hara Registered Office Suite 23, 513 Hay Street Subiaco WA 6008 Telephone: (08) 6143 6711

Share Registry Automic Registry Services Level 3 50 Holt Street Surry Hills NSW 2010 Ph: (02) 9698 5414

Substantial Shareholders

Name Number of Shares
%
Kitara Investments Pty Ltd 46,283,081
17.68%
Mr Petar Jurkovic & Ms Allison Parker

18,333,333
7.00%

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Alderan Resources Limited

Twenty Largest Shareholders (as at 25 September 2020)

Name Number of Shares
%
1 Kitara Investments Pty Ltd 46,283,081
17.68%
2 HSBC Custody Nominees (Australia) Limited 36,781,669
14.05%
3 Mr Petar Jurkovic & Ms Allison Parker

18,333,333
7.00%
4 TR Nominees Pty Ltd 11,489,584
4.39%
5 Quaalup Investments Pty Ltd 8,338,337
3.18%
6 BNP Paribas Nominees Pty Ltd 5,306,458
2.03%
7 Kingslane Pty Ltd < Cranston Super Pension A/C> 4,775,000
1.82%
8 RL Holdings Pty Ltd 4,343,641
1.66%
9 JP Morgan Nominees Australia Pty Limited 4,343,635
1.66%
10 Mr Marat Abzalov & Mrs Svetlana Abzalov 4,233,333
1.62%
11 Kingslane Pty Ltd 4,000,000
1.53%
12 Buprestid Pty Ltd 3,925,000
1.50%
13 Mr Carlo Chiodo 3,667,504
1.40%
14 Hawthorn Grove Investments Pty Ltd 3,637,500
1.39%
15 Gondwana Investment Group Pty Ltd 3,078,334
1.18%
16 Mr Peter Michael Gerhard Geerdts 3,000,000
1.15%
17 Torr Family Pty Ltd 2,777,667
1.06%
18 Cobra Investments Pty Ltd 2,670,796
1.02%
19 Mr Peter Williams 2,343,750
0.90%
20 Mr Christopher Robert Wanless 2,196,247
0.84%
TOTAL 175,524,869
67.04%

Unquoted Securities (as at 25 September 2020)

Class Number
Performance Rights:
Performance rights vest on price of $1.00 for 120 days expiring 11-Sept-20 200,000
Performance rights vest on price of $1.50 for 120 days expiring 11-Sept-21 200,000
Performance rights vest on price of $2.00 for 120 days expiring 11-Sept-22 200,000
Unquoted Options:
Unquoted options exercisable at $0.20 each on or before 22-Feb-21 755,000
Unquoted options exercisable at $0.30 each on or before 22-Feb-21 2,300,000
Unquoted options exercisable at $0.40 each on or before 22-Feb-21 1,570,000
Unquoted options exercisable at $0.60 each on or before 22-Feb-21 1,570,000
Unquoted options exercisable at $0.80 each on or before 22-Feb-21 1,570,000
Unquoted options exercisable at $0.30 each on or before 27-Jun-21 45,000
Unquoted options exercisable at $0.40 each on or before 27-Jun-21 75,000
Unquoted options exercisable at $0.60 each on or before 27-Jun-21 75,000

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Alderan Resources Limited
Unquoted options exercisable at $0.80 each on or before 27-Jun-21 75,000
Unquoted options exercisable at $0.60 each on or before 22-Feb-21 200,000
Unquoted options exercisable at $0.80 each on or before 22-Feb-21 200,000
Unquoted options exercisable at $1.00 each on or before 22-Feb-21 200,000
Unquoted options exercisable at $1.20 each on or before 22-Feb-21 200,000
Unquoted options exercisable at $2.50 each on or before 15-Nov-21 75,000
Unquoted options exercisable at $3.50 each on or before 15-Nov-21 75,000
Unquoted options exercisable at $1.00 each on or before 12-Jun-22 125,000
Unquoted options exercisable at $1.50 each on or before 12-Jun-22 100,000
Unquoted options exercisable at $2.00 each on or before 12-Jun-22 100,000
Unquoted options exercisable at $2.50 each on or before 12-Jun-22 100,000
Unquoted options exercisable at $0.06 each on or before 19-Jul-22 4,500,000
Unquoted options exercisable at $0.10 each on or before 19-Jul-22 7,750,000
Unquoted options exercisable at $0.10 each on or before 7-Aug-22 27,890,625
Unquoted options exercisable at $0.20 each on or before 7-Aug-21 5,000,000
Unquoted options exercisable at $0.08 each on or before 30-Jun-23 10,000,000
Unquoted options exercisable at $0.12 each on or before 30-Dec-21 5,000,000
Unquoted options exercisable at $0.195 each on or before 3-Aug-23 3,500,000
Unquoted options exercisable at $0.225 each on or before 3-Aug-23 3,500,000

Unquoted Securities >20% Holders (as at 25 September 2020)

F.D Hegner holds 100% of the unquoted performance rights on issue as at 25 September 2020. There were no substantial holders of unquote options as at 25 September 2020.

66

Alderan Resources Limited

Schedule of Mining Tenements

Unpatented Mining Claims

Volantis Resources Corp

Volantis Resources Corp
Claim Name Serial No. Beaver Co Document No.
AW 1 437250 264029
AW 2 437251 264030
AW 3 437252 264031
AW 4 437253 264032
AW 5 437254 264033
AW 6 437255 264034
AW 7 437256 264035
AW 8 437257 264036
AW 9 437258 264037
AW 10 437259 264038
AW 11 437260 264039
AW 12 437261 264040
AW 13 437262 264041
AW 14 437263 264042
AW 15 437264 264043
AW 16 437265 264044
AW 17 437266 264045
AW 18 437267 264046
AW 19 437268 264047
AW 20 437269 264048
AW 21 437270 264049
AW 22 437271 264050
AW 23 437272 264051
AW 24 437273 264052
AW 25 437274 264053
AW 26 437275 264054
AW 27 437276 264055
AW 28 437277 264056
AW 29 437278 264057
AW 30 437279 264058
AW 31 437280 264059
CT 1 426677 258648
CT 2 426678 258649
CT 3 426679 258650
CT 4 426680 258651

67

Alderan Resources Limited

Alderan Resources Limited
CT 5 426681 258652
CT 6 426682 258653
CT 7 426683 258654
CT 8 426684 258655
CT 9 426685 258656
CT 10 426686 258657
CT 11 426687 258658
CT 12 426688 258659
CT 13 426689 258660
CT 14 426690 258661
CT 15 426691 258662
CT 16 426692 258663
CT 17 426693 258664
CT 18 426694 258665
CT 19 426695 258666
CT 20 426696 258667
CT 21 426697 258668
CT 22 426698 258669
CT 23 426699 258670
CT 24 426700 258671
CT 25 426701 258672
CT 26 426702 258673
CT 27 426703 258674
CT 28 426704 258675
CT 29 426705 258676
CT 30 426706 258677
CT 33 426709 258680
CT 34 426710 258681
CT 35 426711 258682
CT 36 426712 258683
CT 37 426713 258684
CT 38 426714 258685
CT 39 426715 258686
CT 40 426716 258687
CT 41 426717 258688
CT 42 426718 258689
CT 43 426719 258690
CT 44 426720 258691
CT 45 426721 258692
CT 46 426722 258693
SF 82 426723 258694

68

Alderan Resources Limited

Alderan Resources Limited
CT 47 426967 258845
CT 48 426968 258846
CT 49 426969 258847
CT 50 426970 258848
CT 51 426971 258849
CT 52 426972 258850
CT 53 426973 258851
CT 54 426974 258852
CT 55 426975 258853
CT 56 426976 258854
CT 57 426977 258855
CT 58 426978 258856
CT 59 426979 258857
CT 60 426980 258858
CT 61 426981 258859
CT 62 426982 258860
CT 63 426983 258861
CT 64 426984 258862
CT 65 426985 258863
CT 66 426986 258864
CT 67 426987 258865
CT 68 426988 258866
CT 69 426989 258867
CT 70 426990 258868
CT 71 426991 258869
CT 72 426992 258870
CT 73 426993 258871
CT 74 426994 258872
CT 75 426995 258873
CT 76 426996 258874
CT 77 426997 258875
CT 101 434804 261072
CT 102 434805 261073
CT 103 434806 261074
CT 104 434807 261075
CT 105 434808 261076
CT 106 434809 261077
CT 107 434810 261078
CT 108 434811 261079
CT 109 434812 261080
CT 110 434813 261081

69

Alderan Resources Limited

Alderan Resources Limited
CT 111 434814 261082
CT 112 434815 261083
CT 113 434816 261084
CT 114 434817 261085
CT 115 434818 261086
CT 116 434819 261087
CT 117 434820 261088
CT 118 434821 261089
CT 119 434822 261090
CT 120 434823 261091
CT 121 434824 261092
CT 122 434825 261093
CT 123 434826 261094
CT 124 434827 261095
CT 125 434828 261096
CT 126 434829 261097
CT 127 434830 261098
CT 128 434831 261099
CT 129 434832 261100
CT 130 434833 261101
CT 131 434834 261102
CT 132 434835 261103
NW 101 434836 261104
NW 102 434837 261105
NW 103 434838 261106
NW 104 434839 261107
NW 105 434840 261108
NW 106 434841 261109
NW 107 434842 261110
NW 108 434843 261111
NW 109 434844 261112
NW 110 434845 261113
NW 111 434846 261114
NW 112 434847 261115
NW 113 434848 261116
NW 114 434849 261117
NW 115 434850 261118
NW 116 434851 261119
NW 117 434852 261120
NW 118 434853 261121
NW 119 434854 261122

70

Alderan Resources Limited

Alderan Resources Limited
NW 120 434855 261123
NW 121 434856 261124
NW 122 434857 261125
NW 123 434858 261126
NW 124 434859 261127
NW 125 434860 261128
NW 126 434861 261129
NW 127 434862 261130
NW 128 434863 261131
NW 129 434864 261132
NW 130 434865 261133
NW 131 434866 261134
NW 132 434867 261135
NW 133 434868 261136
NW 134 434869 261137
NW 135 434870 261138
NW 136 434871 261139
NW 137 434872 261140
NW 138 434873 261141
NW 139 434874 261142
NW 141 434875 261143
NW 142 434876 261144
LIR 31 434877 261145
NW 1 428552 259870
NW 2 428553 259871
NW 3 428554 259872
NW 4 428555 259873
NW 5 428556 259874
NW 6 428557 259875
NW 7 428558 259876
NW 8 428559 259877
NW 9 428560 259878
NW 10 428561 259879
NW 11 428562 259880
NW 12 428563 259881
NW 13 428564 259882
NW 14 428565 259883
NW 15 428566 259884
NW 16 428567 259885
CT 78 428568 259886
SF 82 428569 259887

71

Alderan Resources Limited

Alderan Resources Limited
SF 83 428570 259888
SF 84 428571 259889
SF 85 428572 259890
NW 17 435319 261331
NW 18 435320 261332
SF 1 426435 258176
SF 2 426436 258177
SF 3 426437 258178
SF 4 426438 258179
SF 5 426439 258180
SF 6 426440 258181
SF 7 426441 258182
SF 8 426442 258183
SF 9 426443 258184
SF 10 426444 258185
SF 11 426445 258186
SF 12 426446 258187
SF 13 426447 258188
SF 14 426448 258189
SF 15 426449 258190
SF 16 426450 258191
SF 17 426451 258192
SF 18 426452 258193
SF 19 426453 258194
SF 20 426454 258195
SF 21 426455 258196
SF 22 426456 258197
SF 23 426457 258198
SF 24 426458 258199
SF 25 426459 258200
SF 26 426460 258201
SF 27 426461 258202
SF 28 426463 258269
SF 29 426464 258270
SF 30 426465 258271
SF 31 426466 258272
SF 32 426467 258273
SF 33 426468 258274
SF 34 426469 258275
SF 35 426470 258276
SF 36 426471 258277

72

Alderan Resources Limited

Alderan Resources Limited
SF 37 426472 258278
SF 38 426473 258279
SF 39 426474 258280
SF 40 426475 258281
SF 41 426476 258282
SF 42 426477 258283
SF 43 426478 258284
SF 44 426479 258285
SF 45 426480 258286
SF 46 426481 258287
SF 47 426482 258288
SF 48 426483 258289
SF 49 426484 258290
SF 50 426485 258291
SF 51 426486 258292
SF 52 426487 258293
SF 53 426488 258294
SF 54 426489 258295
SF 55 426490 258296
SF 56 426491 258297
SF 57 426492 258298
SF 58 426493 258299
SF 59 426494 258300
SF 60 426495 258301
SF 61 426496 258302
SF 62 426497 258303
SF 63 426498 258304
SF 64 426499 258305
SF 65 426500 258306
SF 66 426501 258307
SF 67 426502 258308
SF 69 426503 258309
SF 70 426504 258310
SF 71 426505 258311
SF 72 426506 258312
SF 73 426507 258313
SF 74 426508 258314
SF 75 426509 258315
SF 76 426510 258316
SF 77 426511 258317
SF 78 426512 258318

73

Alderan Resources Limited

Alderan Resources Limited
SF 79 426513 258319
SF 80 426514 258320
SF 81 426515 258321
WC 1 437525 264251
WC 2 437526 264252
WC 3 437527 264253
WC 4 437528 264254
WC 5 437529 264255
WC 6 437530 264256
WC 7 437531 264257
WC 8 437532 264258
WC 9 437533 264259
WC 10 437534 264260
WC 11 437535 264261
WC 12 437536 264262
WC 13 437537 264263
WC 14 437538 264264
WC 15 437539 264265
WC 16 437540 264266
WC 17 437541 264267
WC 18 437542 264268
WC 19 437543 264269
WC 20 437544 264270
WC 21 437545 264271
WC 22 437546 264272
WC 23 437547 264273
WC 24 437548 264274
WC 25 437549 264275
WC 26 437550 264276
WC 27 437551 264277
WC 28 437552 264278
WC 29 437553 264279
WC 30 437554 264280
WC 31 437555 264281
WC 32 437556 264282
WC 33 437557 264283
WC 34 437558 264284
WC 35 437559 264285
WC 36 437560 264286
WC 37 437561 264287
WC 38 437562 264288

74

Alderan Resources Limited

Alderan Resources Limited
WC 39 437563 264289
WC 40 437564 264290
WC 41 437565 264291
WC 42 437566 264292
WC 43 437567 264293
WC 44 437568 264294
WC 45 437569 264295
WC 46 437570 264296
WC 47 437571 264297
WC 48 437572 264298
WC 49 437573 264299
WC 50 437574 264300
WC 51 437575 264301
WC 52 437576 264302
WC 53 437577 264303
WC 54 437578 264304
WC 55 437579 264305
WC 56 437580 264306
WC 57 437581 264307
WC 58 437582 264308

75

Alderan Resources Limited

Unpatented Mining Claims

Valyrian Resources Corp

Star Range Group

Star Range Group
Claim Name Serial No. Beaver Co. Document No.
SR 109 436723 263169
SR 110 436724 263170
SR 111 436725 263171
SR 112 436726 263172
SR 113 436727 263173
SR 114 436728 263174
SR 115 436729 263175
SR 116 436730 263176
SR 117 436731 263177
SR 118 436732 263178
SR 119 436733 263179
SR 120 436734 263180
SR 121 436735 263181
SR 122 436736 263182
SR 123 436737 263183
SR 124 436738 263184
SR 125 436739 263185
SR 126 436740 263186
SR 127 436741 263187
SR 128 436742 263188
SR 156 436770 263216
SR 158 436772 263218
SR 160 436774 263220
SR 162 436776 263222
SR 181 436795 263241
SR 182 436796 263242
SR 183 436797 263243
SR 184 436798 263244
SR 185 436799 263245
SR 186 436800 263246
SR 187 436801 263247
SR 188 436802 263248
SR 189 436803 263249
SR 190 436804 263250
SR 191 436805 263251
SR 192 436806 263252

76

Alderan Resources Limited

Alderan Resources Limited
SR 193 436807 263253
SR 194 436808 263254
SR 195 436809 263255
SR 196 436810 263256
SR 197 436811 263257
SR 198 436812 263258
SR 199 436813 263259
SR 200 436814 263260
SR 221 436835 263281
SR 223 436837 263283
SR 224 436838 263284
SR 225 436839 263285
SR 231 436845 263291
SR 232 436846 263292
SR 233 436847 263293
SR 234 436848 263294
SR 235 436849 263295
SR 236 436850 263296
SR 237 436851 263297
SR 238 436852 263298
SR 239 436853 263299
SR 240 436854 263300
SR 245 436859 263305
SR 246 436860 263306
SR 247 436861 263307
SR 248 436862 263308
SR 249 436863 263309
SR 250 436864 263310
SR 251 436865 263311
SR 252 436866 263312
SR 253 436867 263313
SR 254 436868 263314
SR 257 436871 263317
SR 259 436873 263319
SR 261 436875 263321
SR 262 436876 263322
SR 263 436877 263323
SR 264 436878 263324
SR 265 436879 263325

77

Alderan Resources Limited

Elephant Canyon Group

lephant Canyon Group
Claim Name Serial No. Beaver Co. Document No.
ECR20 438373 264591
ECR39 438392 264610
ECR41 438394 264612
ECR53 438406 264624
ECR54 438407 264625
ECR55 438408 264626
ECR58 438411 264629
ECR60 438413 264631
ECR65 438418 264636
ECR66 438419 264637
ECR67 438420 264638
ECR68 438421 264639
ECR97 438450 264668
ECR225 438578 264796
ECR227 438580 264798
ECR229 438582 264800
ECR231 438584 264802
ECR233 438586 264804
ECR235 438588 264806
ECR237 438590 264808
ECR251 438604 264822
ECR253 438606 264824
ECR265 438618 264836
ECR266 438619 264837
ECR267 438620 264838
ECR268 438621 264839
ECR269 438622 264840
ECR270 438623 264841
ECR271 438624 264842
ECR272 438625 264843
ECR273 438626 264844
ECR274 438627 264845
ECR275 438628 264846
ECR276 438629 264847
ECR277 438630 264848
ECR278 438631 264849
ECR282 438635 264853
ECR283 438636 264854

78

Alderan Resources Limited

Cave Mine Group

ave Mine Group
Claim Name Serial No. Beaver Co. Document No.
CM25 435719 262148
CM26 435720 262149
CM27 435721 262150
CM28 435722 262151
CM29 435723 262152
CM30 435724 262153
CM31 435725 262154
CM32 435726 262155
CM33 435727 262156
CM34 435728 262157
CM39 435733 262162
CM40 435734 262163
CM41 435735 262164
CM42 435736 262165
CM43 435737 262166
CM44 435738 262167
CM45 435739 262168
CM50 435744 262173
CM51 435745 262174
CM52 435746 262175
CM53 435747 262176
CM54 435748 262177
CM68 435762 262191
CM69 435763 262192
CM70 435764 262193
CM71 435765 262194
CM72 435766 262195
CM73 435767 262196
CM74 435768 262197
CM75 435769 262198
CM89 435783 262212
CM90 435784 262213
CM91 435785 262214
CM92 435786 262215
CM93 435787 262216
CM94 435788 262217
CM95 435789 262218

79

Alderan Resources Limited

Alderan Resources Limite
CM101 435795 262224
CM102 435796 262225
CM109 435803 262232
CM110 435804 262233
CM111 435805 262234
CM112 435806 262235
CM118 435812 262241
CM119 435813 262242
CM126 435820 262249
CM127 435821 262250
CM128 435822 262251
CM129 435823 262252
CM130 435824 262253
CM131 435825 262254
CM132 435826 262255

White Mountain Group

hite Mountain Group
Claim Name Serial No. Beaver Co. Document No.
WM 1 UMC 442729 267521
WM 2 UMC 442730 267522
WM 3 UMC 442731 267523
WM 4 UMC 442732 267524
WM 5 UMC 442733 267525
WM 6 UMC 442734 267526
WM 7 UMC 442735 267527
WM 8 UMC 442736 267528
WM 9 UMC 442737 267529
WM 10 UMC 442738 267530
WM 11 UMC 442739 267531
WM 12 UMC 442740 267532
WM 13 UMC 442741 267533
WM 14 UMC 442742 267534
WM 15 UMC 442743 267535
WM 16 UMC 442744 267536
WM 17 UMC 442745 267537
WM 18 UMC 442746 267538
WM 19 UMC 442747 267539
WM 20 UMC 442748 267540
WM 21 UMC 442749 267541
WM 22 UMC 442750 267542

80

Alderan Resources Limited

Alderan Resources Limite
WM 23 UMC 443915 267930
WM 24 UMC 443916 267931
WM 25 UMC 443917 267932
WM 26 UMC 443918 267933
WM 27 UMC 443919 267934
WM 28 UMC 443920 267935
WM 29 UMC 443921 267936
WM 30 UMC 443922 267937
WM 31 UMC 443923 267938
WM 32 UMC 443924 267939
WM 33 UMC 443925 267940
WM 34 UMC 443926 267941
WM 35 UMC 443927 267942
WM 36 UMC 443928 267943
WM 37 UMC 443929 267944
WM 38 UMC 443930 267945
WM 39 UMC 443931 267946
WM 40 UMC 443932 267947
WM 41 UMC 443933 267948
WM 42 UMC 443934 267949
WM 43 UMC 443935 267950
WM 44 UMC 443936 267951
WM 45 UMC 443937 267952
WM 46 UMC 443938 267953
WM 47 UMC 443939 267954
WM 48 UMC 443940 267955
WM 49 UMC 443941 267956
WM 50 UMC 443942 267957
WM 51 UMC 443943 267958
WM 52 UMC 443944 267959
WM 53 UMC 443945 267960
WM 54 UMC 443946 267961
WM 55 UMC 443947 267962
WM 56 UMC 443948 267963
WM 57 UMC 443949 267964
WM 58 UMC 443950 267965
WM 59 UMC 443951 267966
WM 60 UMC 443952 267967
WM 61 UMC 443953 267968
WM 62 UMC 443954 267969
WM 63 UMC 443955 267970

81

Alderan Resources Limited

Alderan Resources Limite
WM 64 UMC 443956 267971
WM 65 UMC 443957 267972
WM 66 UMC 443958 267973
WM 67 UMC 443959 267974
WM 68 UMC 443960 267975
WM 69 UMC 443961 267976
WM 70 UMC 443962 267977
WM 71 UMC 443963 267978
WM 72 UMC 443964 267979
WM 73 UMC 443965 267980
WM 74 UMC 443966 267981
WM 75 UMC 443967 267982
WM 76 UMC 443968 267983
WM 77 UMC 443969 267984
WM 78 UMC 443970 267985
WM 79 UMC 443971 267986
WM 80 UMC 443972 267987
WM 81 UMC 443973 267988
WM 82 UMC 443974 267989
WM 83 UMC 443975 267990
WM 84 UMC 443976 267991
WM 85 UMC 443977 267992
WM 86 UMC 443978 267993
WM 87 UMC 443979 267994
WM 88 UMC 443980 267995
WM 89 UMC 443981 267996
WM 90 UMC 443982 267997
WM 91 UMC 443983 267998
WM 92 UMC 443984 267999
WM 93 UMC 443985 276800
WM 94 UMC 443986 276801
WM 95 UMC 443987 276802

Utah State Lease for Metalliferous Minerals (ML53495) Lessee Effective Term Rent Premises Acres Date Valyrian 1 November 10 USD$1 T28S, R11W, SLB&M Sec. 27: E2NE4 817.08 Resources 2017 per acre T28S, R12W, SLB&M Corp. Sec. 2: Lots 1(24.31), 2 (24.28), 3 (24.26), 4 (24.23), 5 (40.00), 6 (40.00), 7 (40.00), 8 (40.00), S2N2, S2 (ALL)

82