REG - Alien Metals Limited - BOARD AND EXECUTIVE CHANGES

Alien MetalsAnnouncement

04/08/2023 07:00

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RNS Number : 2767I  Alien Metals Limited  04 August 2023

 

 

Trading Symbols

AIM: UFO

FWB: I3A1

4 August 2023
 
 
 

 

Alien Metals Ltd.

("Alien" or "the Company")

 

BOARD AND EXECUTIVE CHANGES

Iron Ore and Capital Market Specialists Appointed to Drive Strategy, Projects
and Value

 

Alien Metals Ltd. (LSE AIM: UFO), a global minerals exploration and
development company, is delighted to announce a series of specialist Board and
Executive appointments with a collective track record of development,
discovery, international stock markets and the creation of significant
shareholder value.

Mr Alwyn Vorster - Non-Executive Chairman

Mr Vorster joins the Company as Non-Executive Chairman. Mr Vorster has
extensive corporate, marketing and project development experience in the bulk
commodities arena, particularly iron ore, having previously held positions as
Interim Chief Executive Officer of Hastings Technology Metals (ASX: HAS),
Managing Director of BCI Minerals (ASX: BCI) and Managing Director of Iron Ore
Holdings, as well as senior roles with Aquila Resources and Rio Tinto Iron
Ore.

Mr Vorster brings a proven track record of creating significant shareholder
value from discovering and developing mineral deposits through studies,
approvals, funding, offtake, infrastructure solutions and development. Under
Mr Vorster's tenure at Iron Ore Holdings Ltd., the company's market
capitalisation increased multiple times, and he received the coveted Diggers
and Dealers award in 2012 as "Dealer of the Year" for completing multiple
tenement and project transactions with large international companies resulting
in more than US$500m cash and royalty value. Mr Vorster's deep-rooted
experience will be invaluable as the Company seeks to accelerate its projects
and grow Alien to a formidable brand and stock.

Mr Vorster is currently a Non-Executive Director at Arrow Minerals (ASX: AMD)
and ChemX Materials (ASX: CMX).

Mr Guy Robertson - Finance Director

Mr Guy Robertson, the current Executive Chairman, will transition to his new
Executive role as Finance Director. Guy has nearly 40 years of experience in
the corporate and mining industry and extensive experience with raising
capital and managing acquisitions and disposals.

 Ms Elizabeth Henson - Non-Executive Director

Ms Henson joins the Company as Independent Non-Executive Director and is an
international lawyer with over 35 years of global experience in corporate
governance, business and professional services. Ms Henson was a Senior Partner
at PwC based in London between 2007 and 2019, and prior to that, she was a
commercial partner in an accountancy firm focused on international business.

Whilst at PwC, Ms Henson founded and led the UK Firm's International
Entrepreneurs business and has worked with PwC's capital markets team on
numerous LSE and AIM transactions.

Ms Henson is currently a Non-Executive Director of Future Metals Plc (ASX:
FME, LSE: FME) and AIM listed Alba Mineral Resources Plc (LSE: ALBA).

Mr Troy Whittaker - Chief Executive Officer - Alien Limited

Mr Whittaker was initially appointed Chief Executive Officer of Iron Ore
Company of Australia Pty Ltd. (IOCA), Alien Metals Ltd.'s wholly owned
subsidiary, and has been acting as Group Chief Executive Officer (non-Board)
since December 2022, a role he now has been appointed to.

Mr Whittaker is an executive with more than 20 years of experience, spanning
successful international project evaluation, development and the operation of
multi-billion-dollar assets globally across a broad range of commodities,
including iron ore. He has a proven track record of leadership, specialising
in commercial management, project delivery and supply chain planning in
dynamic environments.

Previously, Mr Whittaker held senior roles with major global mining companies
Fortescue Metals Group Ltd, Anglo American UK, Sirius Minerals Plc and, most
recently, Strandline Resources Pty Ltd.

Director Resignation

Mr Mark Culbert resigned as a Director on 4 August 2023, and the Board thanks
him for his services and support and wishes him well for the future.

Award of Director and Management Incentives

As part of Alwyn Vorster's contract, the Company has agreed to issue him with
the following Performance Rights and Options.

    Performance Rights  Vesting Period       Vesting Milestones
 1  12,500,000          By 31 December 2024  On satisfactorily negotiating the final payment for the Hancock project
                                             acquisition.
 2  12,500,000          By 31 December 2024  Successful development decision, or divestment or IPO or joint venture of the
                                             Elizabeth Hill and/or Munni Munni Tenements
 3  25,000,000          By 31 December 2025  First shipment from the Hancock Project; or value creation through successful
                                             divestment, IPO or joint venture

 

 

Options vest 50% of each class on completion of one year service and 50% on
completion of two years' service.

 

    Share Options  Exercisable by  Premium to Price on 7 July 2023 (0.36 pence)  Exercise Price (pence)
 1  25,000,000     31-July-27      100%                                          0.72
 2  30,000,000     31-July-27      150%                                          0.90
 3  35,000,000     31-July-27      200%                                          1.08
 4  40,000,000     31-July-27      250%                                          1.26

 

As part of Elizabeth Henson's contract, the Company has agreed to issue her
with the following Options.

Options vest 50% of each class on completion of one year service and 50% on
completion of two years' service.

 

    Share Options  Exercisable by  Premium to Price on 7 July 2023 (0.36 pence)  Exercise Price (pence)
 1   10,000,000    31-July-27      100%                                          0.72
 2  15,000,000     31-July-27      150%                                          0.90
 3  20,000,000     31-July-27      200%                                          1.08
 4  20,000,000     31-July-227     250%                                          1.26

 

 

As part of Troy Whittaker's contract, the Company has agreed to issue him with
the following Performance Rights.

A.    The Employee will be issued the Executive Performance Incentives
(Performance Rights, being fully paid ordinary shares in the Company) with the
following vesting conditions:

1.      15,000,000 Performance Rights vesting on:

a.      The volume weighted share price being greater than £0.01p over 30
consecutive days in which trading in the Company's securities occurred.

2.      20,000,000 Performance Rights vesting on:

a.      The volume weighted share price being greater than £0.015 over 30
consecutive days in which trading in the Company's securities occurred.

3.      25,000,000 Performance Rights vesting on:

a.      The volume weighted share price being greater than £0.02 over 30
consecutive days in which trading in the Company's securities occurred.

4.      40,000,000 Performance Rights vesting on:

a.      The volume weighted share price being greater than £0.025 over 30
consecutive days in which trading in the Company's securities occurred.

5.      20,000,000 Performance Rights vesting on

a.       the successful spin-out (IPO) or joint venture or sale of the
Elizabeth Hill and Munni Munni Project.

6.      20,000,000 Performance Rights vesting on:

a.      Completion of satisfactory agreement for final payment for the
Hancock Project.

7.      20,000,000 Performance Rights vesting on Hancock Project securing a
full funding solution for development up to first production.

8.      20,000,000 Performance Rights vesting on:

a.      First shipment from Hancock project.

9.      20,000,000 Performance Rights vesting on:

a.      Completion of 1,000,000 tonnes of product shipped from the Hancock
Project

10.   20,000,000 Performance Rights vesting on:

a.      EBITDA of greater than A$10,000,000 in any consecutive 12 month
period

11.   40,000,000 Performance Rights vesting on:

a.      EBITDA of greater than A$20,000,000 in any consecutive 12 month
period

B.    Subject to C and D, Performance Rights shall vest, be due and title
given to the Employee within 30-days upon the Board confirming that the
vesting condition/s have been met.

C.    Subject to D, Performance Rights allowed to vest to the Employee shall
not exceed 100,000,000 in any given calendar year.

D.    Should the Employee have satisfied vesting conditions for Performance
Rights that exceed 100,000,000 in a calendar year, those Performance Rights
shall vest as soon as reasonably practical in the following calendar year,
while still retaining the 100,000,000 limit in any calendar year.

 

In total, the Board has agreed to issue 505 million Performance Rights and
Options representing approximately 9.5% of the Company's issued share capital,
being 50 million Performance Rights and 130 million Options to Alwyn Vorster,
65 million Options to Elizabeth Henson and 260 million Performance Rights to
Troy Whittaker, (the "Director Incentives"). Noting that at the time these are
awarded Alwyn Vorster and Elizabeth Henson will be Directors of the Company
and Troy Whittaker is a director of the Company's wholly owned subsidiary
IOCA, the issue of the Director Incentives is a related party transaction
pursuant to AIM Rule 13. Accordingly, the Board at the time, being Guy
Roberton, Daniel Smith and Mark Culbert, having consulted with the Company's
nominated adviser, Beaumont Cornish Limited, consider the terms of the
Director Incentives to be fair and reasonable insofar as shareholders are
concerned. In taking this view, the Board has carefully considered the need to
incentive the new directors as the Company enters a critical period in its
development, the requirement to attract high calibre mining professionals with
experience in bringing iron ore projects into production and the potential
benefits to Shareholders as a whole should the conditions of the Directors
Incentives be realised.

 

Additional Information

As required under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for
Companies further disclosures are as follows.

Mr Alwyn Petrus Vorster

Mr Vorster, aged 60, has held the following directorships and/or partnerships
in the past five years:

 Current                        Past
 Arrow Minerals Ltd.            BCI Minerals Ltd.
 ChemX Materials Ltd.           Volt Resources Ltd.
 Earthstone Resources Pty Ltd.  Mardie Port Pty Ltd
                                Mardie Port Holdings Pty Ltd
                                Mardie Mine Holdings Pty Ltd
                                Mardie Project Company Pty Ltd
                                Mardie Holdings Pty Ltd
                                BC Gold Pty Ltd
                                Mardie Minerals Pty Ltd
                                BC Iron (SA) Pty Ltd
                                Greenstone Gold Pty Ltd
                                Pel Iron Ore Pty Ltd
                                Mal's Ridge Pty Ltd
                                Maitland River Pty Ltd
                                Iron Valley Pty Ltd
                                Cape Preston Logistics Pty Ltd
                                Bungaroo Southland Pty Ltd
                                Buckland Minerals Transport Pty Ltd
                                BCI Exploration Pty Ltd
                                BC Pilbara Iron Ore Pty Ltd
                                BC Potash Pty Ltd
                                BC Iron Nullagine Pty Ltd
                                Mozambi Resources Pty Ltd

 

Ms Elizabeth Caroline Henson

Ms Henson, aged 64, has held the following directorships and/or partnerships
in the past five years:

 Current                           Past
 Alba Minerals Ltd.                TNG Minerals Ltd.
 Future Metals Ltd.                55 Shepherds Hill Ltd.
 Ixia Advisors Limited             Pricewaterhousecoopers LLP
 71 Chetwynd Road Management Ltd
 Timespot Property Management Ltd
 Interlock Limited
 Future Metals NL

 

There is no further information on Mr Vorster or Ms Henson required to be
disclosed under Schedule Two, paragraph (g) of the AIM Rules for Companies.

 

For further information please visit the Company's website
at www.alienmetals.uk, or contact:

 

Beaumont Cornish Limited (Nomad)

James Biddle / Roland Cornish   Tel: +44 (0) 207 628 3396

 

WH Ireland Ltd (Joint Broker)

Harry Ansell / Katy Mitchell   Tel +44 (0) 207 220 1666

 

BlytheRay (Financial PR)

Tim Blythe / Megan Ray / Said Izagaren   Tel: +44 (0) 20 7138 3204

 

Notes to Editors:

Alien Metals Ltd. is a mining exploration and development Company listed on
the AIM market of the London Stock Exchange (LSE: UFO).

The Company focuses on delivering a profitable, long-life direct shipping iron
ore operation based out of the Pilbara in Western Australia. In 2019, the
Company acquired 51% of the Brockman and Hancock Ranges high-grade (Direct
Shipping Ore) iron ore projects and, in December 2022, moved to 90% legal and
beneficial ownership. The Company also acquired 100% of the Vivash Gorge Iron
Ore project in the west Pilbara in July 2022.

The Company owns 100% of the Elizabeth Hill Silver Project, which consists of
the Elizabeth Hill Historic Mining Lease and the 115km(2) exploration tenement
around the mine.

Alien also holds a  100% interest in the Munni Munni Platinum Group Metals
and Gold Project in the West Pilbara, Western Australia, one of Australia's
major underexplored PGE and base metals projects. Munni Munni holds a historic
deposit containing 2.2Moz 4E PGM: Palladium, Platinum, Gold, Rhodium.

Recently, the Company acquired 100% of the Western Hancock Tenement. The new
tenement adjoins the Company's existing Hancock tenement, which contains a
significant direct shipping iron ore deposit, giving the entire Hancock
project direct access to the Great Northern Highway.

 

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