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HAWK RESOURCES LIMITED. Annual Report 2021

Sep 28, 2021

65081_rns_2021-09-28_6d1fcfaf-3730-40e8-b262-a633915a6a84.pdf

Annual Report

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Alderan Resources Limited ABN 55 165 079 201

Annual Consolidated Financial Report 30 June 2021

Alderan Resources Limited

Contents Page
Corporate Information 3
Directors’ Report 4
Auditor’s Independence Declaration 27
Consolidated Statement of Profit or Loss and Other Comprehensive Income 28
Consolidated Statement of Financial Position 29
Consolidated Statement of Changes in Equity 30
Consolidated Statement of Cash Flows 31
Notes to the Consolidated Financial Statements 32
Directors’ Declaration 54
Independent Auditor’s Report 55
Corporate Governance 58
Additional Securities Information 70
Schedule of Tenements 73

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Alderan Resources Limited

CORPORATE INFORMATION ABN 55 165 079 201

Directors

Mr Ernest Thomas Eadie Mr Scott Caithness Mr Frank ‘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)

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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 2021.

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 Scott Caithness Managing Director Appointed on 6 April 2021
Mr Frank ‘Bruno’ Hegner Executive Director Appointed on 1 November 2017
Mr Peter Williams* Non-executive Director Appointed 13 May 2019
Mr Nicolaus Heinen Non-executive Director Appointed on 1 March 2015, Resigned 23 September
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 Williams held the role of Managing Director from 1 September 2019 to 6 April 2021, when he was appointed Non-executive 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 1980’s.

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Alderan Resources Limited

DIRECTORS’ REPORT (continued)

Mr Scott Caithness: Managing Director Qualifications: AUSIMM, AICD

Mr Caithness has more than 35 years’ experience in mineral exploration at senior management, executive committee and board levels across Australia, Asia, Africa and the Pacific with roles in some of the world’s largest resources companies including global diversified miner Vedanta Resources and its subsidiary Hindustan Zinc Limited, where he led group exploration, and Rio Tinto, where he managed exploration programs across Australia, India, China, Papua New Guinea and the Philippines. Mr Caithness also co-founded and was Managing Director of Indian Pacific Resources, which listed on the ASX as Akora Resources (ASX: AKO) last year, and he was a Senior Trade Commissioner to Malaysia and Brunei for the Australian Trade Commission for three years.

Mr Frank ‘Bruno’ 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 Peter Williams: Non-executive Director Qualifications: B Sc (Hons first class), M Sc, AUSIMM, AICD

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

Mr Mathew O’Hara: Company Secretary

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

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 2,546,875 -
Scott Caithness - 10,000,000 -
Frank Hegner 512,800 2,000,000 200,000
Peter Williams 7,954,750 15,338,542 -
Nicolaus Heinen1 1,148,751 900,000 -
Total 13,517,551 30,785,417 200,000

1 Resigned on 23 September 2020 and the 900,000 options expired on 22 February 2021 without being exercised.

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
19/07/2019 Tranche A 3,666,667 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
27/05/2021 Tranche A 5,000,000 0.11 27/05/2024
27/05/2021 Tranche A 5,000,000 0.15 27/05/2024
Broker Options
07/08/2019 Tranche A 5,000,000 0.10 07/08/2022
07/08/2019 Tranche B 5,000,000 0.20 07/08/2022
30/06/2020 Tranche C 5,000,000 0.12 31/12/2021
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
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 76,732,292

The following Options were exercised during the period:

  • 833,333 options exercisable at $0.06, expiring on 19 July 2022.

The following Options lapsed or were cancelled during the period:

  • 75,000 options exercisable at $2.50, expiring on 15 November 2021;

  • 75,000 options exercisable at $3.00, expiring on 15 November 2021;

  • 755,000 options exercisable at $0.20, expiring on 22 February 2021;

  • 2,300,000 options exercisable at $0.30, expiring on 22 February 2021;

  • 1,570,000 options exercisable at $0.40, expiring on 22 February 2021;

  • 1,770,000 options exercisable at $0.60, expiring on 22 February 2021;

  • 1,770,000 options exercisable at $0.80, expiring on 22 February 2021;

  • 200,000 options exercisable at $1.00, expiring on 22 February 2021;

  • 200,000 options exercisable at $1.20, expiring on 22 February 2021;

  • 45,000 options exercisable at $0.30, expiring on 27 June 2021;

  • 75,000 options exercisable at $0.40, expiring on 27 June 2021;

  • 75,000 options exercisable at $0.60, expiring on 27 June 2021; and

  • 75,000 options exercisable at $0.80, expiring on 27 June 2021.

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
342,057,255 76,732,292 200,000

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Alderan Resources Limited

DIRECTORS’ REPORT (continued)

Review of Operations

The principal activity of the Company and its controlled subsidiaries (Group) is mineral exploration for gold and copper in Utah, USA. Detroit is Alderan’s flagship project and key focus, while exploration at Valley Crossroads and White Mountain projects is at an early stage. Kennecott Exploration Limited (KEX), a subsidiary of Rio Tinto, is exploring to earn an interest in the Frisco project.

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Figure 1: Alderan Resources project location in western Utah, USA

Detroit Project, Utah

The Detroit Project lies within the Detroit Mining District, approximately 175km southeast of Salt Lake City in Utah and contains numerous historical copper, gold and manganese mines. The district has been explored for copper and gold in the past but no one company was able to build a significant contiguous land position to enable District wide modern exploration.

Most of the historical exploration focussed on the near surface Basin Porphyry oxide copper and Mizpah oxide gold deposits which lie on the eastern and south-eastern margin respectively of the Basin Complex porphyry. The Basin Porphyry copper oxide deposit was drilled in the early 1960s and Mizpah in the mid-1980s. The geology of the area consists primarily of moderately west to southwest-dipping, Cambrian age clastic and calcareous sediments that have been intruded by an Eocene poly-phase quartz diorite to quartz monzonite porphyry which has undergone phyllic alteration.

During the year, Alderan increased its tenement position to a 24.7km[2 ] block of contiguous leases. Three new option agreements executed with DMMP, the Miller/Myer companies and other small landowners enabled Alderan to carry out district-wide exploration for the first time. Prior to the consolidation, Alderan completed reconnaissance rock sampling and a ground magnetic survey over the area held at the time. It also carried out a seven-hole drilling programme focused on the Mizpah oxide gold deposit.

Initial assessment

Alderan’s first-pass assessment of its consolidated Detroit project area included stream and rock sampling and a ground magnetic survey. Alderan completed a high density, high sensitivity, bulk leach extraction gold ( BLEG ) stream sampling survey over the entire consolidated area and collected 197 rock samples during reconnaissance geological mapping (Figures 3 & 4).

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Alderan Resources Limited

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Figure 2: Detroit tenement boundary and simplified geology.

The stream sediment survey identified highly anomalous catchments with gold assays up to 88ppb against an anomaly threshold of 4ppb. Anomalous copper up to 99ppb was also detected. These results were strongly supported by rock samples assays with 28 samples grading >1.0g/t gold (maximum 9.0g/t Au) and 17 grading greater than 0.5% copper (maximum 3.2% Cu). The stream and rock results supported past exploration data in highlighting strong potential for a copper-gold rich porphyry intrusive system and an extensive gold mineralising system.

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Figure 3: Detroit copper in stream catchments and +1% copper in rock samples

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Figure 4: Detroit gold in stream catchments and +2g/t gold in rock samples.

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Alderan Resources Limited

The ground magnetics clearly outlined the 1.6km diameter Basin Complex as a ‘classic’ porphyry signature. The complex consists of the central Basin Main magnetic anomaly which is surrounded by a zone of low magnetics that is in turn ringed by a zone of variable magnetics. Basin Main is interpreted to be the potassic altered core of the porphyry which is surrounded by a pyritic phyllic altered zone characterised by low magnetics. The outer magnetic rim is thought to be a mixture of variably altered intrusives and skarns developed on the margin of the intrusive complex.

Completion of 3D inversion modelling of the Basin Main anomaly (>0.03 SI units cutoff) indicated a 500m x 300m feature which extends to a depth of over 500m from surface. Petrographic examination of drill core from hole DD20M-003, which was drilled by Alderan towards the Basin Main anomaly prior to tenement consolidation in late 2020, confirmed potassic altered porphyry with increasing alteration and copper +/- molybdenum mineralisation down the hole.

Induced Polarisation (IP) Geophysics

Alderan’s next step was to complete a high-quality IP geophysical survey over the Basin Complex and surrounding area highlighted by the ground magnetics. The aim was to identify electrically chargeable and conductive bodies potentially caused by mineralisation and altered host rocks containing copper and gold. The IP data were processed and 3-D inversion modelled.

The IP highlighted a large 2km x 2.5km chargeability anomaly (>20milliseconds cut-off) which engulfs the Basin Complex porphyry and wraps around the Basin Main magnetic anomaly. The highest chargeability occurs in the arcuate magnetic low surrounding Basin Main. This reinforced the interpretation that a halo of pyrite-rich, magnetite destructive phyllic alteration extends outward from a potassic altered core containing magnetite.

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Figure 5: Resistivity cross section through the Basin Complex chargeability and magnetics inversion models (chargeability @ >40milliseconds cut-off yellow iso-surface; magnetics @ >0.03 SI units cut-off red iso-surface). The blue zones surrounding the Basin Complex anomaly are resistivity lows interpreted to be caused by propylitic clay alteration defining the limits of the complex. More resistive zones (red) can be seen on the eastern and western margins of the section. Northwest view.

The 3D inversion modelling of the IP at a higher >40 milliseconds cut-off shown in Figure 5 indicates that the highly chargeable zone is mushroom shaped, approximately 1km in diameter near surface and narrows to a stem diameter of approximately 200m at 700m below surface. It also indicates that the Basin Main magnetic anomaly is less chargeable than the non-magnetic arc which surrounds it. This suggests that the Basin Main magnetic anomaly may be associated with less chargeable but interconnected copper sulphide minerals whereas the highly chargeable non-magnetic arc surrounding it is more likely due to pyrite in phyllic alteration.

The IP also identified four new high chargeability anomalies on the margin of the Basin Complex - Southern, Copperhead, Northern Extension and Mizpah. At the >20msec cut-off, these anomalies all have strike lengths ranging from 0.9-1.1km and widths of 150-500m. High-grade gold occurs in rock samples collected at Copperhead, Mizpah and Northern

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Alderan Resources Limited

Extension with assays up to 9.1g/t, 6.9g/t and 1.2g/t respectively. They are all interpreted to have potential for distal disseminated gold deposits.

Mizpah Prospect

The Mizpah oxide gold deposit, located on the south-eastern margin of the Basin Complex, was extensively drilled in the mid-1980s. In late 2020 prior to tenement consolidation, Alderan completed a first-pass review of the available historical data, ground magnetics and an initial seven hole (1,113m) diamond drilling programme to test the full thickness of potentially mineralised stratigraphy below and down dip of the oxidised gold mineralisation and the mineralised intrusives and skarns highlighted in the magnetics.

Encouraging gold assays were obtained from the holes submitted for analysis, with the best result in DD20M-006 which intersected a broad sulphide altered zone which contained 6.9m @ 1.98g/t gold within 83m grading 0.41g/t gold. This hole was drilled approximately 300m northwest of the focus of historical drilling. Holes DD20M-002 and DD20M-005 verified the results of historical drilling (hole DD20M-001 was abandoned) while hole DD20M-007 tested for an interpreted down dip extension 500m to the west of the focus of historical drilling. Holes DD20M-003 and DD20M-004 were drilled to test separate targets, the first towards the Basin Main magnetic anomaly and the second below anomalous gold in rock samples in a mineralised intrusive.

Intercepts included:

  • DD20M-002: 13.3m at 0.42g/t Au from 51.2m

  • DD20M-005: 15.4m at 0.38g/t Au from 19.9m and 9.2m at 0.37g/t Au from 42.1m

  • DD20M-006: 83.0m at 0.41g/t Au from 35.8m including 6.9m at 1.98g/t Au from 84.6m

  • DD20M-007: 11.75m at 0.17g/t Au from 172.25m.

Drill collar locations are shown in Figure 9.

In August 2021, Alderan announced the results of a detailed review of the historical drilling at Mizpah which was done to delineate a near-surface oxide gold deposit. The review, which entailed assessing data from 197 holes drilled in the 1980s, strongly supports the potential for a distal disseminated gold deposit.

The holes were drilled to an average depth of 28m and over an area of approximately 400m x 250m. Only one hole was drilled to over 100m (ended at 103.7m) as the holes were typically terminated when they intersected fresh rock regardless of whether there was mineralisation present. No quality assurance/quality control information is available for analytical data hence the drill hole assays are regarded by Alderan as indicative of exploration potential only. Importantly however, there were 40 holes which ended in highly anomalous grades of over 0.5g/t gold, and of these, 20 ended in +1.0g/t Au (max assay 9.1g/t Au). The location of the drill holes is shown in Figure 6.

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Figure 6: Mizpah 3D block model showing historical drill holes and section lines. The block model has been built using a nominal 0.1g/t gold cutoff from the historical (1980s) drill hole data.

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Alderan Resources Limited

Alderan used the historical drill hole information and assays to develop a 3D block model of the gold distribution at Mizpah which suggests:

  • The deposit is open along strike to the southeast and northwest and down dip to the southwest.

  • The deposit remains open at depth with 20% of the holes drilled ending in highly anomalous gold mineralisation.

  • There is potential for a second mineralised horizon at depth.

  • The 3D inversion model chargeability anomaly at Mizpah, which was identified after the historical and Alderan drilling, is largely tested.

  • The historically defined near surface Mizpah oxide gold deposit has exploration potential for 3.0-4.0Mt at a grade of 0.4-0.8g/t gold (40,000-100,000 ounces). It should be noted that this exploration potential quantity and grade is conceptual in nature, that there has been insufficient exploration to estimate a Mineral Resource and that it is uncertain if further exploration will result in the estimation of a Mineral Resource.

The review concluded that there is significant potential for extensions to the historical oxide gold deposit at Mizpah.

The Southern, Copperhead and Northern Extension prospects are all regarded as analogous to Mizpah. They all have high order chargeability anomalies which lie on the margins of the Basin Complex porphyry, associated anomalous gold and copper in rock samples and occur in favourable stratigraphy and structural settings.

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Figure 7: Mizpah long section (D-D’) which suggests that the mineralized horizon is stratigraphically controlled and that a second deeper horizon is present (interpolated from holes drilled off the section line). It also highlights that the mineralisation is open to both the north and south.

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Figure 8: Mizpah cross section B-B’ suggests that the mineralisation is stratigraphic, dipping at approximately 20o to the west and open down dip to the west. A second deeper horizon is present.

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Alderan Resources Limited

Next Steps

Alderan awaits assay results for 2,200 grid soil samples collected at Detroit. The samples were collected every 40m along lines 200m apart over the prospective stratigraphy and intrusives. The soil assays will assist in prioritising drilling and identifying new targets.

A 10-hole (3,000m) diamond drilling programme to test seven targets is scheduled to commence in September subject to arrival of the contracted drill rig to site. The holes are planned to test a range of targets including the Basin Complex porphyry (Cu-Au-Mo), the distal disseminated gold prospects at Southern, Copperhead, Northern Extension and Mizpah plus the Martha Mine and Skarn (Au-Cu) prospects. This drilling programme is expected to be completed in the first quarter of 2022.

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Figure 9 : Stage 1 proposed drill holes and historical holes on the Basin Complex 3D inversion model chargeability anomaly (20-30 millisecond shell; yellow iso-surface) overlying the Basin Main magnetic anomaly (>0.03 SI units; red iso-surface).

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Alderan Resources Limited

  • Valley Crossroads Project, Utah

Black Rock Prospect

Valley-Crossroads is located 300km south-southwest of Salt Lake City and adjacent to the Company’s Frisco Project in Utah.

Alderan completed detailed geological mapping and first-pass rock sampling at the Black Rock Prospect to confirm historical exploration results which were open in all directions. The rock sample assays were highly anomalous with maximum grades up to 10.2% copper and 4.6g/t gold.

The identified mineralisation lies close to the contact of two intrusions and is at the intersection of major WNW, NE and NNW structures. Calc-silicate skarn with magnetite and martite overprinted by hydrothermal dolomite-calcite-quartz that hosts oxidised chalcopyrite-bornite-pyrite is developed along these intrusive contacts. Specular hematite is common.

During the March quarter, Alderan completed a three-hole diamond drilling programme to test the potential for thickening of the magnetite skarn mineralisation interpreted from Alderan’s aeromagnetic data. No significant mineralised zones were observed in the holes and analysis of core samples revealed no significant grades, with the best intersection being 5.5m grading 0.31g/t gold from 96.5m in hole VC21B-001. The aeromagnetic anomaly was interpreted to be caused by magnetite in intrusives.

Frisco Project, Utah

The Frisco copper-gold-silver project lies 300km south-southwest of Salt Lake City in Utah. The project is the subject of a farm in agreement with Kennecott Exploration (KEX), a subsidiary of Rio Tinto, where KEX can earn up to a 70% interest by spending US$30 million over 10 years. Frisco was explored historically, and more recently by Alderan, for copper and gold prior to this agreement.

KEX exploration targets at Frisco are:

  • 1) Porphyry copper-gold-molybdenum deposits: and

  • 2) High-grade copper deposits associated with known breccias such as Cactus.

KEX completed nine holes at Frisco during the year to test a range of targets including the Cactus Breccia Zone, Accrington and the previously undrilled Reciprocity chargeability anomaly. The results for holes SAWM0001-0004 were released by Alderan in March 2021 and the remaining results for holes SAWM0005-0009 released in June 2021. Hole SAWM0007 was abandoned due to difficult ground conditions and hole SAWM0009 was stopped short of its target depth.

Significant intersections were obtained in four drillholes:

  • SAWM0001: 41.0m @ 1.9% Cu, 0.62g/t Au, 7.1g/t Ag, 62.8ppm Mo

  • SAWM0002: 12.0m @ 0.23g/t Au

  • SAWM0004: 34.0m @ 0.99% Cu, 0.14g/t Au, 13.3g/t Ag

  • SAWM0005: 16.7m @ 0.29% Cu, 1.6g/t Au.

The Cactus drillholes confirmed the copper-rich pipe extends to a depth of more than 200m below surface, with hole SAWM0001 intersecting 41m grading 1.9% Cu, 0.62g/t Au and 62.8ppm Mo from 252m downhole. Potentially significant gold and copper mineralisation was intersected in extension drilling in hole SAWM0005 and shallow drilling in the zone between the Cactus and Comet Breccia pipes also intersected moderate gold grades in hole SAWM0002, indicating that potential still exists for mineralisation between these pipes. The highest grades of mineralisation intersected at Cactus and Comet are associated with tourmaline breccias.

At Accrington, hole SAWM0004 highlighted the potential for significant mineralisation beyond previously defined ‘pods’ in an area of historical mining activity.

The Reciprocity holes, SAWM0003 and SAWM0009, were designed to test a large IP chargeability anomaly. Neither hole intersected mineralisation to explain the source of the anomaly with hole SAWM0009 not reaching its target depth, hence the result is inconclusive.

Following a review of the geophysical and drilling results, KEX is planning a high-resolution drone magnetic geophysical survey (Figure 10) to improve the geological and structural understanding of the project area, to better define known magnetic anomalies and to identify new targets for further exploration. This survey data will be processed and modelled ahead of a decision on further drilling.

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Alderan Resources Limited

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Figure 10: KEX drill holes and proposed drone aeromagnetic survey at Frisco.

Corporate Activities

In March, Alderan announced the appointment of experienced mining executive and geologist Scott Caithness as Managing Director. Mr Caithness has more than 35 years’ experience in mineral exploration at senior management, executive committee and board levels across Australia, Asia, Africa and the Pacific with roles in some of the world’s largest resources companies including global diversified miner Vedanta Resources and its subsidiary Hindustan Zinc Limited, where he led group exploration, and Rio Tinto, where he managed exploration programs across Australia, India, China, Papua New Guinea and the Philippines.

Mr Caithness also co-founded and was Managing Director of Indian Pacific Resources, which listed on the ASX as Akora Resources (ASX: AKO) last year, and he was a Senior Trade Commissioner to Malaysia and Brunei for the Australian Trade Commission for three years. Mr Caithness replaced Peter Williams as Alderan’s Managing Director. Mr Williams remains on the Board as a Non-Executive Director.

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

In November 2020, Alderan completed a $3 million placement through the issue of approximately 35.3 million shares to institutional and sophisticated investors at a price of $0.085 per share. Alderan is using funds raised to expand its exploration programs at its advanced copper-gold projects in Utah, USA.

In August 2021, Alderan announced a $5 million placement through the issue of approximately 125 million new shares to institutional, sophisticated and professional investors at a price of $0.04 per Share.

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Alderan Resources Limited

Corporate Activities (continued)

The Placement settled in two tranches, with Tranche 1 settling during August 2021 and Tranche 2, which was subject to shareholder approval, expecting to settle on 1 October 2021. In addition, Alderan Directors participated in the Placement for an additional $105,000 (approximately 2.63 million Shares). Alderan will use funds raised towards exploration at the Company’s copper-gold projects in Utah, USA, specifically a diamond drilling program at the Detroit project, and for working capital purposes. Canaccord Genuity (Australia) Limited acted as Sole Lead Manager to the Placement

Competent Persons Statement

The information in this report that relates to historical exploration results were reported by the Company in accordance with listing rule 5.7 on 22 September 2020, 6 October 2020, 18 November 2020, 19 November 2020, 12 January 2021, 22 February 2021, 8 March 2021, 11 May 2021, 9 June 2021, 11 June 2021, 21 July 2021 and 24 August 2021. The Company confirms it is not aware of any new information or data that materially affects the information included in the previous announcements.

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 2021, after providing for income tax amounted to $2,938,648 (2020: $1,484,319).

Review of financial conditions

The Group had a net bank balance of $791,510 as at 30 June 2021 (2020: $2,133,424).

Loss Per Share

30 June 2021 30 June 2020
$ $
Basic loss per share (cents per share) (0.73) (0.92)

Employees

The Company had 7 employees as at 30 June 2021 (2020: 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.

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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 2021. 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 Scott Caithness Managing Director Appointed on 6 April 2021
Mr Frank D Hegner Executive Director Appointed on 1 November 2017
Mr Peter Williams* Non-Executive Director Appointed on 13 May 2019
Mr Nicolaus Heinen Non-Executive Director Appointed 1 March 2015
Resigned 23 September 2020

*Mr Williams held the role of Managing Director from 1 September 2019 to 6 April 2021, when he was appointed Non-executive 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.

17

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 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.

18

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 7,000,000 options issued under the Long-Term Incentive Plan during the year (2020: 8,500,000). There were no shares issued under the Long-Term Incentive Plan during the year (2020: Nil).

19

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

Service Agreements

Managing Director Service Agreement – Mr Scott Caithness

The Company entered into an Executive Service Agreement with Mr Scott Caithness on 6 April 2021. Mr Caithness is employed in the position of Managing Director. The material terms of the employment agreement with Mr Caithness are as follows:

  • Mr Caithness is employed in the position of Managing Director;

  • Mr Caithness is to be paid an annual salary of $150,000 plus superannuation for three working days per week (full time equivalent of $250,000 per annum). This salary is inclusive of director’s fees and is intended to cover all the services that he may perform for the Company. He is also entitled to receive all reasonable expenses incurred in the fulfilment of his duties; and

  • Mr Caithness was issued 10 million unquoted options which expire three years from date of issue and which vest following 12 month continuous service (5,000,000 exercisable at $0.11 and 5,000,000 exercisable at $0.15).

Executive Director Service Agreement – Mr Bruno Hegner

The Company entered into an Executive Service Agreement with Mr Bruno Hegner on 23 October 2017. Mr Hegner 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; and

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

Non-Executive Director Service Agreement – Mr Peter Williams

The Company entered into an Executive Service Agreement with Mr Peter Williams on 1 September 2019. Mr Williams was employed in the position of Managing Director up until 6 April 2021. The material terms of the employment agreement with Mr Williams up until 6 April 2021 were as follows:

  • Mr Williams was employed in the position of Managing Director; and

  • Mr Williams was 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.

Following the appointment of Mr Caithness in the role of Managing Director on 6 April 2021, the Company entered into a Non-Executive Director Service Agreement with Mr Peter Williams, the material terms are as follows:

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

  • Mr Williams will be paid an annual salary of $50,000. This salary is inclusive of director’s fees and is intended to cover all the services that he may perform for the Company. He is also entitled to receive all reasonable expenses incurred in the fulfilment of his duties.

Non-Executive Chairman Service Agreement – Mr Tom Eadie

The Company entered into a Non-Executive Chairman Service Agreement with Mr Tom Eadie on 1 September 2019. Mr Eadie is to provide services as a Non-Executive Director and Chairman. The material terms of the employment agreement with Mr Eadie are as follows:

20

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

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

  • Mr Eadie will be paid an annual salary of $30,000 plus superannuation for between two to five working days per week. This salary was increased to $50,000 (inclusive of superannuation) as of 1 May 2021. 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.

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 $
2021 $ $ $ $ $
Directors
Ernest Thomas Eadie 32,610 3,098 - - - 35,708
Scott Caithness1 35,962 3,416 - - 26,083 65,461
F.D. Hegner 346,973 - - - - 346,973
Peter Williams 87,318 8,296 - - - 95,614
Nicolaus Heinen2 6,917 - - - - 6,917
Total 509,780 14,810 - - 26,083 550,673

1 Appointed as a Director on 6 April 2021.

2 Resigned as a Director on 23 September 2020.

Share-
Short-term benefits Share-based based
Salary & Super- Termination payment payment Total
fees annuation payments Perf rights Options $
2020 $ $ $ $ $
Directors
Nicolaus Heinen 30,000 -
-
- - 30,000
Peter Williams 94,934 8,392
-
- 77,457 180,783
Marat Abzalov1 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 5 June 2020.

21

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: Directors

Directors
Fixed remuneration At risk - STI At risk - LTI
2021 2020 2021 2020 2021 2020
Ernest Thomas Eadie 100% 62% - - - 38%
Scott Caithness1 60% - - 40% -
F.D. Hegner 100% 90% - - - 10%
Peter Williams 100% 57% - - - 43%
Nicolaus Heinen2 100% 100% - - - -
Marat Abzalov3 - 41% - - - 59%

1 Appointed as a Director on 6 April 2021. 2 Resigned as a Director on 23 September 2020.

2 Resigned as a Director on 5 June 2020.

Cash bonuses granted as compensation for the current financial year.

No cash bonuses were granted during the year ended 2021 (2020: nil).

Other transactions with related parties

During the year ended 30 June 2021, the Company paid an amount of $6,717.20, and had an amount of $39,530.79, payable to Portable PPB Pty Ltd for the use of geological tools. Portable PPB Pty Ltd is a related party of Non-Executive Director, Peter Williams.

There were no other balances owed from/to key management personnel and or companies associated with the shareholders and Directors (2020: nil)

Loans from key management personnel

As at 30 June 2021, there were no outstanding amounts due to KMP (2020: nil).

Use of remuneration consultants

During the financial year ended 30 June 2021, the Company did not engage the services of an independent remuneration consultant to review its remuneration for Directors, KMP and other senior executives.

22

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 99.84% “for” votes on its Remuneration Report for the year ended 30 June 2020.

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
Scott Caithness 27 May 2021 5,000,000 $0.11 27 May 2024 27 May 2022
Scott Caithness 27 May 2021 5,000,000 $0.15 27 May 2024 27 May 2022

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 2021 Number Number Number Number Number
Directors
Ernest Thomas Eadie 3,901,250 - - - 3,901,250
Scott Caithness1 - - - - -
F.D. Hegner 512,800 - - - 512,800
Peter Williams 7,121,417 - 833,333 - 7,954,750
Nicolaus Heinen2 1,148,751 - - - 1,148,751

1 Balance on appointment at 6 April 2021. 2 Balance on resignation at 23 September 2020.

23

Alderan Resources Limited

DIRECTORS’ REPORT (continued)

REMUNERATION REPORT (AUDITED) (continued)

KMP Equity Holdings (continued)

Share Options

Balance at
beginning Granted as Balance at
of year compensation Exercised Expired end of year
30 June 2021 Number Number Number Number Number
Directors
Ernest Thomas Eadie 3,146,875 - - (600,000) 2,546,875
Scott Caithness1 - 10,000,000 - - 10,000,000
F.D. Hegner 2,000,000 - - - 2,000,000
Peter Williams 16,171,875 - (833,333) - 15,338,542
Nicolaus Heinen2 900,000 - - - 900,000

1 Balance on appointment at 6 April 2021.

2 Balance on resignation at 23 September 2020.

Performance Rights

Balance at
beginning Granted as Balance at
of year compensation Converted Expired end of year
30 June 2021 Number Number Number Number Number
Directors
Ernest Thomas Eadie - - - - -
Scott Caithness1 - - - - -
F.D. Hegner 600,000 - - (200,000) 400,000
Peter Williams - - - - -
Nicolaus Heinen2 - - - - -

1 Balance on appointment at 6 April 2021. 2 Balance on resignation at 23 September 2020.

END OF REMUNERATION REPORT

24

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
2021 attend No. attended
Ernest Thomas Eadie 4 4
Scott Caithness 1 1
F.D. Hegner 4 4
Peter Williams 4 4
Nicolaus Heinen 1 1

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 2 August 2021, the Company announced that it had received firm commitments to raise $5 million (before costs) through the issue of approximately 125 million new shares to institutional, sophisticated and professional investors at a price of $0.04 per share. The Placement is to settle in two Tranches, with Tranche 1 settling on 6 August 2021 through the issue of 44,116,163 shares and Tranche 2 expected to settle on 1 October 2021 through the issue of 80,883,825 shares (following shareholder approval received on 23 September 2021). The Company will also issue an additional 2,625,000 shares to Directors at a price of $0.04 per share on 1 October 2021 (following shareholder approval received on 23 September 2021) and 20 million unquoted options which expire on 1 October 2024 (10 million exercisable at $0.11 and 10 million exercisable at $0.15) to the Lead Manager to the placement; and

25

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.

==> picture [129 x 43] intentionally omitted <==

Mr Tom Eadie

Chairman

Dated this 29[th] day of September 2021

26

==> picture [111 x 59] intentionally omitted <==

==> picture [193 x 108] intentionally omitted <==

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Alderan Resources Limited for the year ended 30 June 2021, 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.

==> picture [63 x 32] intentionally omitted <==

Perth, WA Dated: 29 September 2021

RSM AUSTRALIA PARTNERS TUTU PHONG Partner

==> picture [456 x 64] intentionally omitted <==

Alderan Resources Limited

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2021

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
Finance costs
Write off of exploration expenditure on relinquishment of tenements
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 (loss)/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 2021
$ 6,349
(530,920)
(57,567)
(292,519)
-
-
(633,084)
(1,816)
(539,878)
(2,049,435)
-
(2,049,435)
(889,213)
(889,213)
(2,938,648)
(2,938,648)
(2,938,648)
(0.73)
(0.73)
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)

The accompanying notes form part of these consolidated financial statements.

28

Alderan Resources Limited

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2021

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 2021
$ 791,510
131,603
923,113
209,056
11,587,899
11,796,955
12,720,068
262,888
262,888
12,457,180
22,157,574
6,877,314
101,420
(144,691)
(16,534,437)
12,457,180
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

The accompanying notes form part of these consolidated financial statements.

29

Alderan Resources Limited

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2021

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
Balance at 1 July 2020
Loss for the year
Other comprehensive loss for
the year, net of income tax
Total comprehensive loss for
the year
Contributions of equity, net of
transaction costs
Share based payments
Balance at 30 June 2021
Issued
capital
Options
reserve
Performance
rights
reserve
Foreign
currency
reserve
Accumulated
losses
Total equity
$ $ $ $
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
19,027,550
6,324,230
101,420
744,522
(14,485,002)
11,712,720
-
-
-
-
(2,049,435)
(2,049,435)
-
-
-
(889,213)
-
(889,213)
-
-
-
(889,213)
(2,049,435)
(2,938,648)
3,050,024
-
-
-
-
3,050,024
80,000
553,084
-
-
-
633,084
22,157,574
6,877,314
101,420
(144,691)
(16,534,437)
12,457,180

The accompanying notes form part of these consolidated financial statements.

30

Alderan Resources Limited

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2021

Note 30 June 2021 30 June 2020
$ $
Cash flows from operating activities
Payments to suppliers and employees (1,391,592) (927,332)
Payments for exploration and evaluation expenditures (2,584,359) (857,219)
Interest received 6,972 681
Interest paid (1,816) (12,480)
Net cash (used in) operating activities 6 (3,970,795) (1,796,350)
Cash flows from investing activities
Payments for property, plant and equipment (3,025) -
Payments to acquire tenements (468,693) -
Security deposit - (10,000)
Advance royalty payment and bond movement 192,700 -
Net cash (used in) investing activities (279,018) (10,000)
Cash flows from financing activities
Proceeds from issue of shares (net of capital raising costs) 2,672,869 3,014,419
Proceeds from exercise of options 237,500 173,438
Net cash provided by financing activities 2,910,369 3,187,857
Net increase / (decrease) in cash held (1,339,444) 1,381,507
Effect of foreign exchange (2,470) 2,755
Cash and cash equivalents at the beginning of the year 2,133,424 749,162
Cash and cash equivalents at the end of the year 6 791,510 2,133,424

The accompanying notes form part of these consolidated financial statements.

31

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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 29[th] September 2021 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.

The adoption of the new Conceptual Framework for Financial Reporting from 1 July 2020 has not led to any changes in accounting or disclosure for the Group, but the new Conceptual Framework may be referred to if accounting matters arise that are not addressed by accounting standards.

The adoption of the new definition of Material included in AASB 2018-7 Amendments to Australian Accounting Standards – Definition of Material from 1 July 2020 provides a new definition of material, which now extends materiality consideration to obscuration and clarifies that materiality now depends on the nature or magnitude of information.

Future effects of the implementation of these standards will depend on future details.

32

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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.

33

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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.

34

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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.

35

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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.

36

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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 Alderan Resources Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

37

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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.

38

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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 2021 and 30 June 2020.

30 June 2021
Segment revenue
Intersegment revenue
Revenue from external
customers
Segment result
Segment assets
Segment liabilities
30 June 2020
Segment revenue
Intersegment revenue
Revenue from external
customers
Segment result

Segment assets
Segment liabilities
Continuing Operations
United
States of
America
$ Australia
$ -
6,349
-
-
-
6,349
(795,601)
(1,253,834)
11,393,459
1,326,609
134,266
128,622
Continuing Operations
United
States of
America
$ Australia
$ -
189
-
-
-
189
(1,050,273)
(651,988)
9,890,232
2,170,532
15,710
332,334
Unallocated
items
$ -
-
-
-
-
-
Unallocated
items
$ -
-
-
-
-
-
Consolidated
$ 6,349
-
6,349
(2,049,435)
12,720,068
262,888
Consolidated
$ 189
-
189
(1,702,261)
12,060,764
348,044

39

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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% (2020: 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% (2020: 27.5%)
Consulting and administration expense
Accountancy fees
ASX fees
Rent
Administration and consultancy fees
Insurance
Legal fees
Exploration project related costs and others
Promotion and investor relations
Travel expenses
-
(2,049,435)
(563,595)
26,425
537,170
-
(7,844,487)
(7,844,487)
(2,157,234)
30 June 2021
$ 49,035
36,910
13,487
236,064
56,066
37,033
60,842
33,000
8,483
530,920
30 June 2020
$ 55,250
30,499
37,844
217,391
32,932
56,284
20,073
256
3,619
454,148
-
(1,702,261)
(468,122)
(68,990)
537,112
-
(5,891,143)
(5,891,143)
(1,620,064)

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.

40

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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 2021
30 June 2020
Cents per share
Cents per share
(0.73)
(0.92)
(0.73)
(0.92)
$ $
(2,049,435)
(1,702,261)
(2,049,435)
(1,702,261)
Number
Number
281,973,928
185,884,127

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:

ems in the statement of financial position as follows:
Cash in bank and on hand
econciliation 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
Share-based payment expense
Exploration expenditure written off
Exploration expenditure capitalised
Change in assets and liabilities
Trade and other receivables
Trade and other payables
Net cash (outflow) from operating activities
30 June
2021
$ 791,510
791,510
(2,049,435)
57,567
633,084
539,878
(3,098,831)
16,794
(69,852)
(3,970,795)
30 June
2020
$ 2,133,424
2,133,424
(1,702,261)
86,120
214,779
-
(411,750)
767
15,995
(1,796,350)

Reconciliation of loss after tax to net cash outflow from operating activities:

41

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

NOTE 7: TRADE AND OTHER RECEIVABLES

OTE 7: TRADE AND OTHER RECEIVABLES
30 June 30 June
2021 2020
$ $
Bonds 95,903 169,022
GST receivable 11,231 27,387
Sundry debtors 73 871
Prepayment 14,470 14,236
Security deposit 9,926 10,000
131,603 221,516

NOTE 8: PLANT AND EQUIPMENT

OTE 8: PLANT AND EQUIPMENT
Balance at 1 July 2019
Depreciation
Exchange differences
Balance at 1 July 2020
Additions
Depreciation
Exchange differences
Balance at 30 June 2021
Office
Equipment
$ 4,232
(1,208)
417
3,441
3,025
(1,032)
(295)
5,139
Motor Vehicle
$ 78,190
(12,413)
7,080
72,857
-
(9,566)
(6,283)
57,008
Exploration
Equipment
$ 258,990
(72,499)
25,545
212,036
-
(46,969)
(18,158)
146,909
Total
$ 341,412
(86,120)
33,042
288,334
3,025
(57,567)
(24,736)
209,056

NOTE 9: EXPLORATION AND EVALUATION EXPENDITURE

Carrying value at the beginning of the year
Expenditure incurred during the year
Expenditure written off
Exchange differences
Carrying value at the end of the year
30 June
2021
$ 9,417,490
3,098,831
(539,878)
(388,544)
11,587,899
30 June
2020
$ 9,330,402
411,750
(552,862)
228,200
9,417,490

NOTE 10: TRADE AND OTHER PAYABLES

Trade creditors
Accruals and other payables
Kennecott JV royalty payment
14,540
115,334
133,014
262,888
208,320
139,724
-
348,044

42

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

NOTE 11: ISSUED CAPITAL

a) Ordinary shares
Fully paid ordinary shares
Movements in Ordinary Shares
Balance at 1 July 2020
Shares issued for services (i)
Shares issued on exercise of Options (ii)
Shares issued under a Placement (iii)
Shares issued on exercise of Options (iv)
_Less:_share issue costs
Balance at 30 June 2021
Year to 30 June 2021
No.
$ 297,941,092
22,157,574
Year to 30 June 2020
No.
$ 259,438,641
19,027,550
259,438,641
19,027,550
500,000
80,000
1,875,000
187,500
35,294,118
3,000,000
833,333
50,000
-
(187,476)
297,941,092
22,157,574
Year to 30 June 2020
No.
$ 259,438,641
19,027,550
259,438,641
19,027,550
500,000
80,000
1,875,000
187,500
35,294,118
3,000,000
833,333
50,000
-
(187,476)
297,941,092
22,157,574
19,027,550
80,000
187,500
3,000,000
50,000
(187,476)
22,157,574
  • (i) 500,000 fully paid ordinary shares issued as consideration for services provided for investor relations. The deeded issue price was $0.16, being the share price on date of issue, 30 July 2020.

  • (ii) 1,875,000 fully paid ordinary shares issued following exercise of 1,875,000 unquoted options with an exercise price of $0.10 and an expiry date of 7 August 2022.

  • (iii) 35,294,118 fully paid ordinary shares issued under a Placement to professional and sophisticated investors in December 2020 at an issue price of $0.085 per share.

  • (iv) 833,333 fully paid ordinary shares issued following exercise of 833,333 unquoted options with an exercise price of $0.06 and an expiry date of 19 July 2022.

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.

43

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

NOTE 11: ISSUED CAPITAL (CONTINUED)

b) Performance rights reserve
Fully paid
Balance at beginning of year
Expiry of Class A Performance Rights
Balance at end of year
Year to 30 June 2021
No.
$ 600,000
101,420
(200,000)
-
400,000
101,420
Year to 30 June 2020
No.
$ 600,000
101,420
-
-
600,000
101,420
Year to 30 June 2020
No.
$ 600,000
101,420
-
-
600,000
101,420
101,420
-
101,420

The performance rights on issue as at 30 June 2021 are as follows:

Class Number Expiry Date Vesting Conditions
B 200,000 24 August 2021 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 2022 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 conditions for conversion of the remaining performance rights (Class B and Class C) into fully paid ordinary shares were not met by 30 June 2021 however on 24 August 2021 the Class B Performance Rights expired without the conditions for conversion being met.

The Group measured the fair value of the performance rights issued at the grant date by using the Monte-Carlo pricing model with the following inputs.

Class 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%
c) Foreign Currency Reserves
30 June 30 June
2021 2020
$ $
Balance at beginning of year 744,522 526,580
Movement during the year (889,213) 217,942
Balance at the end of the year (144,691) 744,522

44

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

NOTE 11: ISSUED CAPITAL (CONTINUED)

  • d) Options
d) Options
Options
Movements in Options
Balance at 1 July 2020
Exercise of Options (i)
Issue of Employee Options under ESIP (ii)
Exercise of Options (iii)
Expiry of Options (iv)
Issue of Options to Managing Director (v)
Expiry of Options (vi)
Balance at 30 June 2021
30 June 2021
No.
$ 76,732,292
6,877,314
30 June 2020

No.
$
71,425,625
6,324,230
71,425,625
6,324,230
(1,875,000)
-
7,000,000
527,002
(833,333)
-
(8,715,000)
-
10,000,000
26,082
(270,000)
-
76,732,292
6,877,314
6,324,230
-
527,002
-
-
26,082
-
6,877,314

The weighted average exercise price of options outstanding at the end of the financial year was $0.13 (2020: $0.23).

The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.50 years (2020: 1.96 years).

  • (i) On 30 July 2020, 1,875,000 unquoted options with an exercise price of $0.10 and an expiry of 7 August 2022 were exercised.

  • (ii) On 3 August 2020, 7,000,000 unquoted options were issued as follows:

  • 3,500,000 unquoted options to employees under the Company’s Long Term Incentive Plan vesting after 12 months continuous service exercisable at $0.195 on or before 3 August 2023 (Tranche A); and

  • 3,500,000 unquoted options to employees under the Company’s Long Term Incentive Plan vesting after 12 months continuous service exercisable at $0.225 on or before 3 August 2023 (Tranche B).

  • (iii) On 22 December 2020, 833,333 unquoted options with an exercise price of $0.06 and an expiry of 19 July 2022 were exercised by Managing Director, Peter Williams;

  • (iv) On 22 February 2021 a total of 8,715,000 unquoted options (with various exercise prices) expired without being exercised;

  • (v) On 27 May 2021, 10,000,000 unquoted options were issued to Managing Director, Scott Caithness, as follows:

  • 5,000,000 unquoted options, vesting after 12 months continuous service, exercisable at $0.11 on or before 27 May 2024 (Tranche A); and

  • 5,000,000 unquoted options, vesting after 12 months continuous service, exercisable at $0.15 on or before 27 May 2024 (Tranche A); and

  • (vi) On 28 June 2021 a total of 270,000 unquoted options (with various exercise prices) expired without being exercised.

45

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

NOTE 11: ISSUED CAPITAL (CONTINUED)

Recognised
Exercise Fair value at Vesting as expense
Expiry Price grant date date at 30-Jun-21
Number Grant date date $ $ $
ESIP Tranche A 3,500,000 24-Jul-20 3-Aug-23 0.195 297,500 3-Aug-21 273,084
ESIP Tranche B 3,500,000 24-Jul-20 3-Aug-23 0.225 280,000 3-Aug-21 253,918
MD Tranche A 5,000,000 27-May-21 27-May-24 0.110 150,000 27-May-22 13,973
MD Tranche B 5,000,000 27-May-21 27-May-24 0.150 130,000 27-May-22 12,110

The Group has measured the fair value of the options issued during the year by using the Black-Scholes pricing model with the following inputs.

Share
Class Grant Date Expiry Date Vesting
Date
price at
Grant
Exercise
Price
Expected
Volatility
Dividend
Yield
Interest
Rate
Date
ESIP (A) 24-Jul-20 3-Aug-23 3-Aug-21 $0.15 0.195 100% 0% 0.27%
ESIP (B) 24-Jul-20 3-Aug-23 3-Aug-21 $0.15 0.225 100% 0% 0.27%
MD (A) 27-May-21 27-May-24 27-May-22 $0.06 0.110 100% 0% 0.09%
MD (B) 27-May-21 27-May-24 27-May-22 $0.06 0.150 100% 0% 0.09%

NOTE 12: CONTINGENT LIABILITIES

On 11 February 2021, the Company announced it had completed several strategic land deals whereby the Company executed Option Agreements. If the Company decides to exercise the various Option Agreements, additional liabilities will be incurred, as follows:

Option Agreement with Drum Mountain Mineral Properties LLC (DMMP):

  • $500,000 in exploration expenditures in Year 1;

  • 55% interest for $3 million in exploration expenditure over 3 years;

  • Upon Volantis (100% owned Alderan subsidiary) completing expenditures to earn 55%, DMMP will have a one-time option to contribute at 45%. If the option is not exercised, Volantis may earn 70%;

  • 70% interest for an additional $2 million over 5 years; and

  • 1% Net Smelter Royalty (NSR) if a party’s interest is reduced to less than 10%.

Option Agreement with Hartshorn Claim Group:

  • Annual payments from acquisition date of $15,000, $15,000 and $30,000; and

  • Purchase price $200,000 in 3 years plus a 2% NSR (with 1% purchasable for $200,000).

Option Agreement with George Miller / Ron Myers Patented claims:

  • Purchase price $4,550,000 in 12 months from agreement date (February 2022)

There were no contingent liabilities as at 30 June 2020.

46

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2021

NOTE 13: SIGNIFICANT EVENTS AFTER THE REPORTING DATE

  • On 2 August 2021, the Company announced that it had received firm commitments to raise $5 million (before costs) through the issue of approximately 125 million new shares to institutional, sophisticated and professional investors at a price of $0.04 per share. The Placement is to settle in two Tranches, with Tranche 1 settling on 6 August 2021 through the issue of 44,116,163 shares and Tranche 2 expected to settle on 1 October 2021 through the issue of 80,883,825 shares (following shareholder approval received on 23 September 2021). The Company will also issue an additional 2,625,000 shares to Directors at a price of $0.04 per share on 1 October 2021 (following shareholder approval received on 23 September 2021) and 20 million unquoted options which expire on 1 October 2024 (10 million exercisable at $0.11 and 10 million exercisable at $0.15) to the Lead Manager to the placement; 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 2021 (2020: nil).

NOTE 15: SHARE-BASED PAYMENTS

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 share-settled share-based payment transactions
Net share based payment expense recognised in the profit or loss
30 June
2021
$ 553,084
80,000
633,084
30 June
2020
$
214,779
-
214,779

The share based payment expense consists of expensing a proportion of unquoted options which we issued during the year and are being recognised as an expense on a straight-line basis over the vesting period. Options have been valued by the Company using the Black-Scholes options pricing model based on the inputs shown at Note 11 (d).

47

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2021

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 - options
30 June
2021
$ 509,780
14,810
-
26,083
550,673
30 June
2020
$ 564,838
-
10,692
215,010
790,540

b) Related party transactions

During the year ended 30 June 2021, the Company paid an amount of $6,717, and had an amount of $39,531, payable to Portable PPB Pty Ltd for the use of geological tools. Portable PPB Pty Ltd is a related party of Non-Executive Director, Peter Williams.

There were no other balances owed from/to key management personnel and or companies associated with the shareholders and Directors (2020: nil)

c) 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 2021 30 June 2020
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.

48

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2021

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
2021
$ 791,510
131,603
923,113
262,888
262,888
30 June
2020
$ 2,133,424
221,516
2,354,940
348,044
348,044

49

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2021

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
2021
$ 791,510
131,603
923,113
30 June
2020
$ 2,133,424
221,516
2,354,940

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.

50

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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
2021
$ 791,510
791,510
30 June
2020
$ 2,133,424
2,133,424

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 2020.

30 June 2021 - Profit or loss 30 June 2021 - Profit or loss 30 June 2020 - Profit or loss 30 June 2020 - Profit or loss
100bp 100bp 100bp 100bp
Increase Decrease Increase Decrease
7,915 (7,915) 21,334 (21,334)

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 2021
Financial Liabilities
Trade and other payables
Total
30 June 2020
Financial Liabilities
Trade and other payables
Total
≤6 Months
$ 6-12 Months
$ 1-5 Years
$ ≥5 Years
$ Total
$ 262,888
-
-
-
262,888
262,888
-
-
-
262,888
≤6 Months
$ 6-12 Months
$ 1-5 Years
$ ≥5 Years
$ Total
$ 348,044
-
-
-
348,044
348,044
-
-
-
348,044

51

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

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 2021
$ 181,361
30 June 2020
$
15,386

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 $1,813 (2020: $154); and net assets will increase/decrease by $1,813 (2020: $154).

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
2021
$ 1,205,143
-
1,205,143
30 June
2020
$ 930,105
121,287
1,051,392

Where the commitments are due in US Dollars, the Company has used the spot rate on 30 June 2021 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.

52

Alderan Resources Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2021

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.
30 June 30 June
2021 2020
$ $
Statement of profit or loss and other comprehensive income
Loss after income tax (7,484,714) (5,195,255)
Total comprehensive loss (7,484,714) (5,195,255)
Financial Position
Total Assets 12,522,333 12,045,054
Total Liabilities (65,153) (332,334)
Net Assets 12,457,180 11,712,720
Issue Capital 22,157,574 19,027,550
Reserves 6,978,734 6,425,650
Accumulated Losses (16,679,128) (13,740,480)
Total Equity 12,457,180 11,712,720

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 2021 and 30 June 2020.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2021 and 30 June 2020.

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 ‘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
2021
$ 41,000
30 June
2020
$
34,750

53

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 2021 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 29[th] day of September 2021

54

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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 2021, 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 2021 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.

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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 $11,587,899 as at 30 June 2021.  On a sample basis of the claims held by the Group, agreed this right of tenure to supporting

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

  •  Determination of whether the expenditure can be  Assessing and evaluating management’s associated with finding specific mineral assessment of whether indicators of impairment resources, and the basis on which that existed as at 30 June 2021; expenditure is allocated to an area of interest;  Assessing and recalculating the exploration and

  •  Determination of whether exploration activities evaluation expenditure that was written off during have progressed to the stage at which the the year; existence of an economically recoverable  Assessing management’s determination that mineral reserve may be assessed; and exploration and evaluation activities have not yet

  •  Assessing whether any indicators of impairment reached a stage where the existence or otherwise are present, and if so, judgments applied to of economically recoverable reserves may be determine and quantify any impairment loss. reasonably determined; and  Enquiring with management and reviewing budgets and other supporting documentation as evidence that active and significant operations in, or relation to, the area of interest will be continued in the future.

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 2021, 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.

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Responsibilities of the Directors for the Financial Report

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

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

Auditor's Responsibilities for the Audit of the Financial Report

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

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

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included within the directors' report for the year ended 30 June 2021.

In our opinion, the Remuneration Report of Alderan Resources Limited, for the year ended 30 June 2021, 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: 29 September 2021

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. In determining what those policies and procedures should involve the Company has turned to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition) .

Unless disclosed below, all the principles and recommendations of the ASX Corporate Governance Council have been applied for the entire financial year ended 30 June 2021 (Reporting Period).

No. PRINCIPLES AND RECOMMENDATIONS
(Summary)
COMPLIES COMMENT
1. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board
charter setting out:
(a) The respective roles and responsibilities of
its board and management; and
(b) Those matters expressly reserved to the
board and those delegated to
management.
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
copyof 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
functioningof 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:
(a) Have and disclose a diversity policy;
(b) Through its board or a committee of the
board set measurable objectives for
achieving gender diversity in the
composition of its board, senior executives
and workforce generally; and
(c) Disclose in relation to each reporting
period:
1.
the measurable objectives set for that
period to achieve gender diversity;
2.
the entity’s progress towards achieving
those objectives; and
3.
either:
A. the respective proportions of men
and women on the board, in senior
executive positions and across the
whole organisation (including how
the entity has defined “senior
executive” for these purposes); or
B. if the entity is a “relevant
employer” under the Workplace
Gender Equality Act, the entity’s
most recent “Gender Equality
Indicators”, as defined in and
published under that Act.
If the entity was in the S&P / ASX 300 Index at
the commencement of the reporting period, the
measurable objective for achieving gender
Partial The Company recognises the importance of equal employment opportunity. The Company's corporate
code of conduct provides a framework for undertaking ethical conduct in employment. Under the
corporate code of conduct, the Company will not tolerate any form of discrimination or harassment in
the workplace.
However, the Company has determined to not initially adopt a formal policy and establish measurable
objectives for achieving gender diversity (and accordingly, will not initially be in a position to report
against measurable objectives). The Board considers that its approach to gender diversity and
measurable objectives is justified by the current nature, size and scope of the business, but will consider
in the future, once the business operations of the Company mature, whether a more formal approach to
diversity is required.
The Company currently has no female board members or senior executives.
The Company was not in the S&P / ASX 300 Index at the commencement of the reporting period.

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diversity in the composition of its board should
be 30% of its directors of each gender within a
specifiedperiod.
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; and
(b) Disclose, in relation to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with thatprocess.
Yes The Board reviews its performance annually, as well as the performance of individual Committees and
individual directors (including the performance of the Chairman as Chairman of the Board).
During the reporting period, the Board collectively assessed their respective roles and contributions to
the Company and determined they were appropriate.
1.7 A listed entity should:
(a) Have and disclose a process for periodically
evaluating the performance of its senior
executives; and
(b) Disclose, in relation to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
Yes The Board constantly assesses the performance of the Managing Director, the Company Secretary and
other Key Management Personnel during the course of the year.
2. STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) Have a nomination committee which:
1) has at least three members, a majority
of whom are independent directors;
and
2) is chaired by an independent director;
and disclose:
3) the charter of the committee;
4) the members of the committee; and
5) as at the end of each reporting period,
the number of times the committee
No 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.

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met throughout the period, and the
individual attendances of the members
at those meetings; or
(b) If it does not have a nomination
committee, disclose the fact and the
processes it employs to address board
succession issues and to ensure the board
has the appropriate balance of skills,
knowledge, experience, independence and
diversity to enable it to discharge its duties
and responsibilities effectively.
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 of the type
described in Box 2.3 but the board is of the
opinion that it does not compromise the
independence of the director, the nature of
the interest, position, association or
relationship in question and an explanation
of why the board is of that opinion; and
(c) the length of service for each director
Yes Details of the Directors and their independence status as at 30 June 2021 as follows:
-
Tom Eadie, Non-executive Chairman – Not independent
-
Scott Caithness, Managing Director – Not independent
-
Bruno Hegner, Executive Director - Not independent
-
Peter Williams, Non-Executive Director – Not independent
The independence of each Director has been determined in taking into account the relevant factors
suggested in The Corporate Governance Principles and Recommendations (4thEdition) as published by
ASX Corporate Governance Council (Recommendations) (Independence Factors).
The length of service for each director is disclosed in this Annual Report.
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,inparticular,
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 February2019 and 1 September 2019.

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should not be the same person as the CEO of
the entity
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 Director’s to participate in professional development opportunities
presented to the Company and provides appropriate industry information to its Board members on a
regular basis.
3. INSTIL A CULTURE OF ACTING LAWFULLY,ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its
values.
Yes The Board has adopted a Board Charter, Securities Trading Policy, Whistleblower Policy, Continuous
Disclosure Policy and Shareholder Communication Policy which detail frameworks for acceptable
corporate behaviour.
These are available at the Company’s website.
3.2 A listed entity should:
(a) Have and disclose a code of conduct for its
directors, senior executives and
employees; and
(b) Ensure that the board or a committee of
the board is informed of any material
breaches of that code.
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.
3.3 A listed entity should:
(a) Have and disclose a whistleblower policy;
and
(b) Ensure that the board or a committee of
the board is informed of any material
incidents reported under that policy.
Yes The Company’s Whistleblower Policy is available at the Company’s website.
It is a requirement of the Board that it is informed of any material breaches, none of which occurred
during the reporting period.
3.4 A listed entity should:
(a) Have and disclose an anti-bribery and
corruption policy; and
No The Company has not yet adopted an anti-bribery and corruption policy, however the Company will look
to implement an appropriate policy in the near term.

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(b) Ensure that the board or a committee of
the board is informed of any material
breaches of that policy.
4. SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) Have an audit committee which:
1) has at least three members, all of
whom are non-executive directors and
a majority of whom are independent
directors; and
2) is chaired by an independent director,
who is not the chair of the board;
and disclose:
3) the charter of the committee;
4) the relevant qualifications and
experience of the members of the
committee; and
5) as at the end of each reporting period,
the number of times the committee
met throughout the period, and the
individual attendances of the members
at those meetings; or
(b) If it does not have an audit committee,
disclose the fact and the processes it
employs that independently verify and
safeguard the integrity of its corporate
reporting, including the processes for the
appointment and removal of the external
auditor and the rotation of the audit
engagement partner.
No The Board has not established a separate audit committee. Given the present size of the Company and
the scale of its operations, the Board has decided that the full Board can adequately discharge the
functions of an audit committee. The Board will establish an Audit Committee when the size and
complexity of the Company’s operations and management warrant it.
The Directors require that management report regularly on all financial and commercial aspects of the
Company to ensure that they are familiar with all aspects of corporate reporting and believe this to
mitigate the risk of not having an independent committee.
4.2 The board of a listed entity should, before it
approves the entity’s financial statements for a
Yes The Board receives a section 295A declaration from the equivalent of the CEO and CFO for each
quarterly,halfyearlyand fullyear report in advance of approval of these reports.

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financial period, receive from its CEO and CFO a
declaration that, in their opinion, the financial
records of the entity have been properly
maintained and that the financial statements
comply with the appropriate accounting
standards and give a true and fair view of the
financial position and performance of the entity
and that the opinion has been formed on the
basis of a sound system of risk management and
internal controls which is operatingeffectively.
4.3 A listed entity should disclose its process to
verify the integrity of any periodic corporate
report it releases to the market that is not
audited or reviewed byan external auditor.
Yes As well as receiving management accounts and financial updates at each Board meeting, the Board
receives a section 295A declaration from the equivalent of the CEO and CFO for each quarterly in
advance of approval of these reports.
5. MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have a written policy for
complying with its continuous disclosure
obligations under Listing Rule 3.1.
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 Policyis disclosed on the Company’s website.
5.2 A listed entity should ensure that its board
receives copies of all material market
announcements promptly after they have been
made.
Yes The Board approves all material market announcements made by the Company prior to release to the
ASX and is notified once release has occurred.
5.3 A listed entity that gives a new and substantive
investor or analyst presentation should release
a copy of the presentation materials on the ASX
Market Announcements Platform ahead of the
presentation
Yes The Company complies with this recommendation.
6. RESPECTS THE RIGHTS OF SECURITY HOLDERS
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.
6.2 A listed entity should design and implement an
investor relations program to facilitate effective
two-waycommunication 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 Policyis disclosed on the Company’s website.

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6.3 A listed entity should disclose how it facilitates
and encourages participation at meetings of
securityholders.
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 facilitateparticipation at those meetings.
6.4 A listed entity should ensure that all substantive
resolutions at a meeting of security holders are
decided by poll rather than bya show of hands.
Yes The Company puts all resolutions that are subject to the Listing Rules to a poll. Further the Chair has
regard for the results of the proxy voting when deciding if a non-Listing Rule resolution should be put to a
poll instead of byshow of hands.
7. RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to
oversee risk, each of which:
1) has at least three members, a majority
of whom are independent directors;
and
2) is chaired by an independent director;
and disclose:
3) the charter of the committee;
4) the members of the committee; and
5) as at the end of each reporting period,
the number of times the committee
met throughout the period and the
individual attendances of the members
at those meetings: or
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose
that fact and the processes it employs for
overseeing the entity’s risk management
framework.
No 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
that the entityis operatingwith due
Yes The Board currently reviews its risk management strategy on an annual basis at a minimum at a Board
level. The Board considers it to be sound.

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regard to the risk appetite set by the
Board; and
(b) disclose, in relation to each reporting
period, whether such a review has
taken place.
7.3 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 The Company is not of the size or scale to warrant the cost of an internal audit function. This function is
undertaken by the Board as a whole via the regular and consistent reporting in all risk areas.
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.
Future capital requirements

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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;
c)
environmental risks;
d) tenure risks;
e) contract counterparty risks; and
f)
competition risks.

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8. REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
1) has at least three members, a majority
of whom are independent directors;
and
2) is chaired by an independent director;
and disclose:
3) the charter of the committee;
4) the members of the committee; and
5) as at the end of each reporting period,
the number of times the committee
met throughout the period and the
individual attendances of the members
at those meetings; or
(b) if it does not have a remuneration
committee, disclose that fact and the
processes it employs for setting the level
and composition of remuneration for
directors and senior executives and
ensuring that such remuneration is
appropriate and not excessive.
No The Board has not established a separate remuneration committee. Given the present size of the
company, the Board has decided that the full Board can adequately discharge the functions of a
remuneration committee for the time being. The Board will establish a Remuneration Committee when
the size and complexity of the Company’s operations and management warrant it.
In the meantime, the Board has adopted a Remuneration Committee Charter, which includes principles
for setting and reviewing the level and composition of remuneration for directors and senior executives
and ensuring that such remuneration is appropriate and not excessive, including if required, the ability to
obtain independent advice on the appropriateness of remuneration packages. Until such time as the
Remuneration Committee is established, the functions of this committee will continue to be carried out
by the full Board.
8.2 A listed entity should separately disclose its
policies and practises regarding the
remuneration of non-executive directors and
the remuneration of executive directors and
other senior executives.
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 Companyin the future.
8.3 A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on whether participants
arepermitted to enter into
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.

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transactions (whether through the use The use of derivatives or other hedging arrangements for unvested securities of the Company or vested of derivatives or otherwise) which limit securities of the Company which are subject to escrow arrangements is prohibited. Where a director or the economic risk of participating in other senior executive uses derivatives or other hedging arrangements over vested securities of the the scheme; and Company, this will be disclosed. (b) disclose that policy or a summary of it.

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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 23 September 2021)

Spread of Holdings Number of Holders Total Units
1-1,000 95 39,294
1,001-5,000 170 569,238
5,001 - 10,000 212 1,768,310
10,001 -100,000 510 20,142,268
Over 100,001 281 319,538,145
Total 1,268 342,057,255

There are 394 holders of unmarketable parcels comprising a total of 1,546,842 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 (based on substantial shareholder notices lodged with ASX)

Name Number of Shares
%
Tolga Kumova 61,813,059
18.07%

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Twenty Largest Registered Shareholders (as at 23 September 2021)

Name Number of
Shares


%
1 Kitara Investments Pty Ltd 53,341,905
15.59%
2 HSBC Custody Nominees (Australia) Limited 39,841,144
11.65%
3 Instant Expert Pty Limited <P Jurkovic Family A/C 18,333,333
5.36%
4 TR Nominees Pty Ltd 13,128,642
3.84%
5 Instant Expert Pty Ltd 11,764,706
3.44%
6 Quaalup Investments Pty Ltd 7,338,337
2.15%
7 Hawthorn Grove Investments & Pty Ltd 5,174,986
1.51%
8 RL Holdings Pty Ltd 4,924,496
1.44%
9 BNP Paribas Nominees Pty Ltd Six Sis Ltd 4,557,050
1.33%
10 Kingslane Pty Ltd 4,476,652
1.31%
11 Mr Mrat Abzalov & Mrs Svetlana Abzalov 4,233,333
1.24%
12 Kingslane Pty Ltd 4,000,000
1.17%
13 Buprestid Pty Ltd 3,824,979
1.12%
14 Mr Carlo Chiodo 3,667,504
1.07%
15 SISU International Pty Ltd 3,529,293
1.03%
16 Jurkovic Family Superannuation Fund No 1 Pty Ltd 3,449,884
1.01%
17 BNP Paribas Nominees Pty Ltd 3,244,211
0.95%
18 Godwana Investment Group Pty Ltd 3,078,334
0.90%
19 Mrs Kathleen Maree McVicar 3,000,001
0.88%
20 Mr Peter Michael Gerhard Geerdts 3,000,000
0.88%
TOTAL 197,908,790
57.86%

Unquoted Securities (as at 23 September 2021)

Class Number
Performance Rights:
Performance rights vest on price of $2.00 for 120 days expiring 11-Sept-22 200,000
Unquoted Options:
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 3,666,667
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

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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 options exercisable at $0.11 each on or before 27-May-24 5,000,000
Unquoted options exercisable at $0.15 each on or before 27-May-24 5,000,000

Unquoted Securities >20% Holders (as at 23 September 2021)

Frank ‘Bruno’ Hegner holds 100% of the unquoted performance rights on issue as at 16 September 2021. There were no substantial holders of unquote options as at 23 September 2021.

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Schedule of Tenements

Unpatented Mining Claims - 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
CT 5 426681 258652
CT 6 426682 258653
CT 7 426683 258654
CT 8 426684 258655
CT 9 426685 258656

73

Alderan Resources Limited

Alderan Res
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
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

74

Alderan Resources Limited

Alderan Res
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
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

75

Alderan Resources Limited

Alderan Res
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
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

76

Alderan Resources Limited

Alderan Res
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
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

77

Alderan Resources Limited

Alderan Res
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
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

78

Alderan Resources Limited

Alderan Res
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
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

79

Alderan Resources Limited

Alderan Res
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
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

White 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

80

Alderan Resources Limited

Alderan Res
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
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

81

Alderan Resources Limited

Alderan Res
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
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

82

Alderan Resources Limited

Unpatented Mining Claims - Valyrian Resources Corp

Claim Name Serial No. Beaver Co Document No.
BR 1 446780 270617
BR 2 446781 270618
BR 3 446782 270619
BR 4 446783 270620
BR 5 446784 270621
BR 6 446785 270622
BR 7 446786 270623
BR 8 446787 270624
BR 9 446788 270625
BR 10 446789 270626
BR 11 446790 270627
BR 12 446791 270628
BR 13 446792 270629
BR 14 446793 270630
BR 15 446794 270631
BR 16 446795 270632
BR 17 446796 270633
BR 18 446797 270634
BR 19 446798 270635
BR 20 446799 270636
BR 21 446800 270637
BR 22 446801 270638
BR 23 446802 270639
BR 24 446803 270640
BR 25 446804 270641
BR 26 446805 270642
BR 27 446806 270643
BR 28 446807 270644
BR 29 446808 270645
BR 30 446809 270646
BR 31 446810 270647
BR 32 446811 270648
BR 33 446812 270649
BR 34 446813 270650
BR 35 446814 270651
BR 36 446815 270652
BR 37 446816 270653
BR 38 446817 270654
BR 39 446818 270655
BR 40 446819 270656
BR 41 446820 270657
BR 42 446821 270658

83

Alderan Resources Limited

Alderan Res
BR 43 446822 270659
BR 44 446823 270660
BR 45 446824 270661
BR 46 446825 270662
BR 47 446826 270663
BR 48 446827 270664
BR 49 446828 270665
BR 50 446829 270666
BR 51 446830 270667
BR 52 446831 270668
BR 53 446832 270669
BR 54 446833 270670
BR 55 446834 270671
BR 56 446835 270672
BR 57 446836 270673
BR 58 446837 270674
BR 59 446838 270675
BR 60 446839 270676
BR 61 446840 270677
BR 62 446841 270678
BR 63 446842 270679
BR 64 446843 270680
BR 65 446844 270681
BR 66 446845 270682
BR 67 446846 270683
BR 68 446847 270684
BR 69 446848 270685
BR 70 446849 270686
BR 71 446850 270687
BR 72 446851 270688
BR 73 446852 270689
BR 74 446853 270690
BR 75 446854 270691
BR 76 446855 270692
BR 77 446856 270693
BR 78 446857 270694
BR 79 446858 270695
BR 80 446859 270696
BR 81 446860 270697
BR 82 446861 270698
BR 83 446862 270699
BR 84 446863 270700
BR 85 446864 270701
BR 86 446865 270702
BR 87 446866 270703

84

Alderan Resources Limited

Alderan Res
BR 88 446867 270704
BR 89 446868 270705
BR 90 446869 270706
BR 91 446870 270707
BR 92 446871 270708
BR 93 446872 270709
BR 94 446873 270710
BR 95 446874 270711
BR 96 446875 270712
BR 97 446876 270713
BR 98 446877 270714
BR 99 446878 270715
ND 1 446879 270716
ND 2 446880 270717
ND 3 446881 270718
ND 4 446882 270719
ND 5 446883 270720
ND 6 446884 270721
ND 7 446885 270722
ND 8 446886 270723
ND 9 446887 270724
ND 10 446888 270725
ND 11 446889 270726
ND 12 446890 270727
ND 13 446891 270728
ND 14 446892 270729
ND 15 446893 270730
ND 16 446894 270731
ND 17 446895 270732
ND 18 446896 270733
ND 19 446897 270734
ND 20 446898 270735
ND 21 446899 270736
ND 22 446900 270737
ND 23 446901 270738
ND 24 446902 270739
ND 25 446903 270740
ND 26 446904 270741
ND 27 446905 270742
ND 28 446906 270743
ND 29 446907 270744
ND 30 446908 270745
ND 31 446909 270746
ND 32 446910 270747
ND 33 446911 270748

85

Alderan Resources Limited

Alderan Res
ND 34 446912 270749
ND 35 446913 270750
ND 36 446914 270751
ND 37 446915 270752
ND 38 446916 270753
ND 39 446917 270754
ND 40 446918 270755
ND 41 446919 270756
ND 42 446920 270757
ND 43 446921 270758
ND 44 446922 270759
ND 45 446923 270760
ND 46 446924 270761
ND 47 446925 270762
ND 48 446926 270763
ND 49 446927 270764
ND 50 446928 270765
ND 51 446929 270766
ND 52 446930 270767
ND 53 446931 270768
ND 54 446932 270769
ND 55 446933 270770
ND 56 446934 270771
ND 57 446935 270772
ND 58 446936 270773
ND 59 446937 270774
ND 60 446938 270775
ND 61 446939 270776
ND 62 446940 270777
ND 63 446941 270778
ND 64 446942 270779
ND 65 446943 270780
ND 66 446944 270781
ND 67 446945 270782
ND 68 446946 270783
ND 69 446947 270784
ND 70 446948 270785
ND 71 446949 270786
ND 72 446950 270787
ND 73 446951 270788
ND 74 446952 270789
ND 75 446953 270790
ND 76 446954 270791
ND 77 446955 270792
ND 78 446956 270793

86

Alderan Resources Limited

Alderan Res
ND 79 446957 270794
ND 80 446958 270795
ND 81 446959 270796
ND 82 446960 270797
ND 83 446961 270798
ND 84 446962 270799
ND 85 446963 270800
ND 86 446964 270801
ND 87 446965 270802
ND 88 446966 270803
ND 89 446967 270804
LP 1 UMC 447645 272099
LP 2 UMC 447646 272100
LP 3 UMC 447647 272101
LP 4 UMC 447648 272102
LP 5 UMC 447649 272103
LP 6 UMC 447650 272104
LP 7 UMC 447651 272105
LP 8 UMC 447652 272106
LP 9 UMC 447653 272107
LP 10 UMC 447654 272108
LP 11 UMC 447655 272109
LP 12 UMC 447656 272110
LP 13 UMC 447657 272111
LP 14 UMC 447658 272112
LP 15 UMC 447659 272113
LP 16 UMC 447660 272114
LP 17 UMC 447661 272115
LP 18 UMC 447662 272116
LP 19 UMC 447663 272117
LP 20 UMC 447664 272118
LP 21 UMC 447665 272119
LP 22 UMC 447666 272120
LP 23 UMC 447667 272121
LP 24 UMC 447668 272122
LP 25 UMC 447669 272123
LP 26 UMC 447670 272124
LP 27 UMC 447671 272125
LP 28 UMC 447672 272126
LP 29 UMC 447673 272127
LP 30 UMC 447674 272128

87

Alderan Resources Limited

Utah State Lease for Metalliferous Minerals (ML53495)

Lessee Effective Term Rent Premises Acres Date Valyrian 1 November 10 USD$1 T28S, R11W, SLB&M 817.08 Resources Corp. 2017 per acre Sec. 27: E2NE4 T28S, R12W, SLB&M 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)

Lessee Effective Term Rent Premises Acres Date Valyrian 1 March 10 USD$1 Sec 32: T14S, R10W, 640.00 Resources Corp. 2021 per acre per year

88