REG - Alien Metals Limited - FY24 Results Ended 31 December 2024
24/06/2025 10:45
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250624:nRSX1779Oa&default-theme=true
RNS Number : 1779O Alien Metals Limited 24 June 2025
24 June 2025
Trading Symbols
AIM: UFO
FWB: I3A1
Alien Metals Ltd
("Alien Metals" or "the Company")
Financial Results for the Year Ended 31 December 2024
Alien Metals Ltd (AIM: UFO), a global minerals exploration and development
company, today announces the release of its audited financial results for the
year ended 31 December 2024.
The Company's full Annual Report is being sent to shareholders, and is
available on the Company's website, www.alienmetals.uk
(http://www.alienmetals.uk) .
The entirety of the Annual Report is set out below.
For further information please visit the Company's website at
www.alienmetals.uk (http://www.alienmetals.uk) or contact:
Strand Hanson (Financial and Nominated Adviser)
James Harris / James Dance / Robert Collins
Tel: +44 (0) 207 409 3494
Zeus Capital Limited (Joint Broker)
Harry Ansell / Katy Mitchell
Tel: +44 (0) 203 829 5000
Turner Pope (Joint Broker)
Andy Thacker / James Pope
Tel: +44 (0) 203 657 0050
CMC Markets (Joint Broker)
Douglas Crippen
Tel: +44 (0) 203 003 8632
Yellow Jersey (Financial PR)
Charles Goodwin / Shivantha Thambirajah / Zara McKinlay
Tel: +44 (0) 203 004 9512
CHAIRMAN'S LETTER
Dear shareholders,
I am pleased to present the Chairman's statement for Alien Metals Limited (the
"Company", "Alien Metals", or "Alien") for the year ended 31 December 2024.
Alien Metals has achieved steady progress across its project portfolio during
the year, with standout milestones being the completion and release of the
Development Study for the Hancock Iron Ore Project in February 2024 and the
grant of the mining lease in April 2024, marking pivotal steps in unlocking
the projects potential.
Alien's core focus remains the Hancock Iron Ore Project. Significant work has
been done in moving this project towards production. Further work remains to
be done in optimising the development pathway and the funding structure. We
continue to review potential joint venture interest in the project.
Report on Exploration Activities - 2024
Exploration activities for FY2024 are outlined below:
1. Hancock Iron Ore Project
Key activities included:
· Mining Lease Grant: On 18 April 2024, Lease M47/1633 was granted,
covering the iron ore mineralisation at Hancock. This Mining Lease permits
mining activities upon receiving all relevant approvals.
· Tenement Adjustments: Lease E47/3954 was reduced in size
following the grant of M47/1633, with remaining portions still prospective for
iron mineralization. Lease applications E47/5001 and E47/5002 (Hancock
West/Mallina) were withdrawn and replaced by E47/5157, E47/5158, and E47/5159.
with granting for E47/5157 and E47/5158 achieved in May 2025.
· Development Study: The February 2024 study confirmed the
project's economic viability, with declared ore reserves and mineral resources
capable of supporting a viable iron ore mining operation. Highlights of the
study are:
· MRE of 8.4Mt @ 60% Fe JORC Mineral Resource, including an
upgraded Indicated Resource of 4.5Mt@ 60.2% Fe.
· Based on 8Mt of the Mineral Resource being converted to mining
inventory, robust project financials of the base case produced the following:
· an average annualised EBITDA of A$39m
· a pre-tax NPV(10) of A$146m and a pre-tax IRR of 133%
· all in sustaining cost of US$85/t
· production rate of 1.25mtpa
· initial development Capital Cost of A$28m
· other key highlights from the Development Study include the
following:
ü high confidence in the Capital and Operational Costs with pricing received
through the Early Contractor involvement and Preferred Tenderer process
resulting in up-to-date tendered pricing for more than 90% of the Capital
Costs and Operational Costs.
ü initial production plan focussed on current 3.9Mt mining inventory with
further upside to mine the entire Mineral Resource of 8.4Mt and beyond to be
realised through ongoing exploration upside. Further work confirmed a 165%
increase in Indicated Resources from 2.8mt to 4.5mt as part of an updated
Mineral Resource Statement.
· Ore processing will utilise a mobile dry crushing and
screening plant capable of producing 1.25Mt to 1.5Mt of 100% fines product per
annum on a single shift basis. Sprint capacity of the plant working on a
double shift basis is up to 3.0Mt per annum.
· Low start-up cost of A$28m capital including:
§ A$18.0m for main roads intersection and access to Site,
§ A$2.5m for site establishment and pre-production capital,
§ A$6.5m of owner's costs, working capital and contingency allowances.
· Reduction in costs achieved through the close proximity to
the Mining Hub of Newman. The proximity allows the Company to avoid extensive
construction capital costs associated with airstrip, mining camp and
associated services.
· Provisional export capacity through the Port of Port Hedland is
being re-negotiated with approvals expected in 2025.
During the year the Company held advanced discussions with several investment
groups who had expressed a desire to jointly develop the project. Discussions
with interested parties are ongoing.
· Planned 2025 Activities: Exploration for high-grade, direct ship,
iron mineralization on E47/5157 and E47/5158 (Hancock West/Mallina), heritage
surveys, and preparation of a Mining Proposal for submission to the Department
of Energy, Mines, Industry Regulation and Safety (DEMIRS) on Hancock.
2. Elizabeth Hill Project
Exploration at the Elizabeth Hill Project during 2024 focused on identifying
conductive bodies associated with nickel, copper, or silver mineralization.
Key activities included:
· Downhole Electromagnetic (DHEM) Surveys: In November 2024, DHEM
surveys were conducted down two drillholes proximal to the Elizabeth Hill high
grade silver mine. There was an early time DHEM anomaly response that may be
related to the weathered overburden with further work recommended to confirm.
· Post-Balance Sheet Date Development: On 24 March 2025, the
Company entered into a joint venture and partial sale agreement with West
Coast Silver Limited (WCE) (previously Errawarra Resources Ltd (ERW)), an
Australian Securities Exchange listed company. The deal comprises the sale of
70% of the Elizabeth Hill mining lease, M47/342 and 70% of the silver rights
on all other tenements in the Pinderi Hills Project area. In return Alien
received A$500,000 cash and 44.5 million ERW shares of which 14 million shares
have been sold raising A$378,000 with the remaining 30.5 million shares having
a market value of approximately A$2.5 million as at the date of this report.
· Planned 2025 Activities: WCE have mobilised to site and commenced
drilling in May 2025.
3. Munni Munni Project
The Munni Munni Project saw exploration for lithium, nickel, copper, and PGMs,
supported by an additional strategic partnership with WCE.
Key activities included:
· Lithium Joint Venture: On 29 April 2024, Alien Metals Limited,
through its wholly owned subsidiary Alien Metals Australia Pty Ltd (AMA),
entered into a joint venture with West Coast Silver Limited (ASX: WCE) for
lithium exploration at the Pinderi Hills Project. WCE conducted extensive soil
sampling, rock chip sampling, and stream sediment sampling during the year.
Under the agreement, WCE can earn up to a 50% participating interest in the
lithium rights by investing up to A$4 million, with an initial A$500,000
subscription for Alien Metals' common shares to support general working
capital.
· Stage 1: WCE will secure a 25% interest in the joint venture by
expending A$1 million on the project within 24 months from the agreement date.
· Stage 2: WCE can earn an additional 25% interest (totalling 50%)
by spending a further A$2.5 million within 60 months from the agreement date.
Upon completing Stage 2, both parties will fund project expenses
proportionally. If WCE fails to meet the expenditure requirements in either
stage, its interest will decrease proportionally. Should Alien Metals
Australia (AMA) opt not to contribute proportionally after Stage 2, AMA's 50%
interest will dilute on a pro-rata basis. If AMA's interest falls below 10%,
it will convert to a 2% gross revenue royalty.
· Fixed Loop Electromagnetic (FLEM) Surveys: In early 2025 Alien
Metals completed ground-based electromagnetic (EM) surveys over three areas
Cadgerina Dyke, Judy's Reef and Elizabeth Hill, to test for sulphide-related
conductors (nickel, copper and PGM). Further work is required to determine the
extent of mineralisation.
· Planned 2025 Activities: Technical geological work on existing
drill cores to refine PGM targets, exploration for nickel and copper, and
drill testing of identified targets.
4. Brockman Iron Ore Project
The Brockman Project, prospective for iron mineralization, is located 80km
northwest of the town of Tom Price in the iron ore rich province of the
Pilbara of Western Australia. Key activities included:
· Office Studies: Logistical and safety studies were completed to
support field programs proposed for 2025.
· Heritage and Approvals: Ethnographic and heritage surveys and
Program of Works approvals for ground-disturbing activities, including track
and drill pad preparation are in place for proposed drilling at Brockman.
· Planned 2025 Activities: A field program to pursue determination
of iron mineralisation, additional mapping and rock chipping in priority areas
not yet explored, will provide a pipeline of drill targets for future
exploration campaigns.
5. Vivash Gorge Project
Vivash Gorge is prospective for iron mineralisation, with Fortescue Metals
having a significant high grade iron mineral resource located within meters of
the shared tenement boundary. Key activities included:
· Field Trip: A field trip was conducted to investigate prospective
areas and plan logistics for 2025. Given the remote nature of the project area
additional detailed planning is required to ensure safety and exploration
success.
· Geological Context: Fortescue Metals Group's 58Mt @ 58.8% Fe
resource, located 70 meters from the E47/3071 tenement boundary, underscores
the project's potential.
· Planned 2025 Activities: Establishment of a mobile field camp to
support field work in the remote area, with exploration to define iron
mineralization size and grade.
Conclusion
In 2024, Alien Metals Limited advanced its exploration portfolio through
targeted geophysical surveys, and preparatory work for iron ore, silver,
nickel, copper, and PGM mineral resource expansion. The Hancock Iron Ore
Project progressed toward production readiness with a granted Mining Lease and
confirmed resources. Elizabeth Hill and Munni Munni will benefit from
strategic joint venture partnerships, while at Brockman and Vivash Gorge we
laid the groundwork for significant 2025 field programs.
These efforts underscore Alien Metals' commitment to unlocking the value of
its diverse mineral assets and we advance through 2025 with optimism to build
on the recent successes and strong foundation of previous work.
Financial Review
Funding
The Company raised £1.49 million during the year, issuing 1,142,121,212
shares at 0.11, 0.13 and 0.2 pence per share.
The convertible note agreement, originally executed in July 2023, was formally
cancelled on 1 April 2024 pursuant to a Deed of Variation entered into on that
date.
Under the terms of a new drawdown facility (for A$2 million) established in
March 2024, A$1.1 million was made available to the Company. This amount was
allocated as follows:
· A$0.9 million applied to the repayment of the outstanding balance
under the July 2023 convertible note agreement.
· A$0.1 million used to cover establishment and commitment fees
relating to both the July 2023 and the new 2024 facility.
Following these allocations, the July 2023 facility was considered fully
repaid. The remaining A$0.1 million was subsequently received by the Company
for working capital purposes.
Subsequent to year end, the Company raised £1,000,000 in a placement of
1,250,000 shares. In connection with the placement, the Company issued
416,666,666 free-attaching warrants to subscribers with an exercise price of
0.12 pence, exercisable for a period of 12 months from the date of issuance.
Financial Results
Alien Metals Limited reported a loss for the twelve months ended 31 December
2024 of $1.56 million (31 December 2023: loss of $3.7 million). The 2024
results include approximately $0.3 million in consulting costs and legal fees
in the preparation of agreements for a joint venture of Hancock which did not
proceed.
Board Changes
Mr Robert Mosig was appointed as a non-executive director on 15 March 2024
following the resignation from the Board of Mr Alwyn Vorster on that date.
Outlook
Looking ahead, we remain focused on delivering long-term value for our
shareholders by continuing to advance our exploration and development
projects.
We will continue to prioritise safety, sustainability, and good governance in
all our operations, as we work to create value for all our stakeholders.
Conclusion
In conclusion, I would like to thank our employees, contractors and
shareholders for their continued support during the year.
We are pleased with the progress we have made, and we look forward to updating
you on our achievements in the coming year.
Yours sincerely
Guy Robertson
Executive Chairman
20 June 2025
DIRECTORS' REPORT
The Directors present their Report, together with the Financial Statements and
Independent Auditor's Report, on the consolidated entity (referred to
hereafter as the "Group") consisting of Alien Metals BVI (referred to
hereafter as the "Company") and the entities it controlled at the end of, or
during, the year ended 31 December 2024.
Principal Activities
The principal activity of the Group is to further its exploration projects
towards production, adding to shareholder value through joint venture, sale or
mining.
The Group's principal activities are in the premier Pilbara mining region of
Western Australia.
Business Review
A detailed review of the business of the Group during the year and an
indication of likely future developments may be found in the Chairman's Report
on pages 2 to 4.
Principal risks and uncertainties are discussed on pages 7 to 12.
Dividends
The Directors do not recommend the payment of a dividend for the year (31
December 2023: Nil).
Directors and Directors' Interests
The Directors who served during the year ended 31 December 2024 had the
following beneficial interests in the shares of the Company at year end.
Shareholdings
Held at Issued to Held at
31 December 2023 extinguish a debt 31 December 2024
Number Number Number
G Robertson - - -
E Henson 8,455,722 6,000,000 14,455,722
R Mosig ** - - -
A Vorster * 12,500,000 - 12,500,000
Option holdings
Held at Held at
31 December 2023 Forfeited 31 December 2024
Number Number Number
G Robertson - - -
E Henson 65,000,000 - 65,000,000
R Mosig ** - - -
A Vorster * 65,000,000 (65,000,000) -
* Appointed 4 August 2023, resigned 15 March
2024 ** Appointed 15 March 2024
Further details on options can be found in Note 17 to the Financial
Statements. Directors' remuneration is disclosed in Note 20.
Substantial shareholders
The substantial shareholders with more than a 3% shareholding at 31 December
2024 are shown below:
Percentage
Hargreaves Lansdown Asset Mgt (Bristol) 24.20%
Interactive Investor (Manchester) 11.80%
Halifax Share Dealing (Halifax) 10.83%
Bennelong Ltd (London) 6.11%
Windfield Metals Pty Ltd (Regional (NSW)) 5.02%
A J Bell Securities (Tunbridge Wells) 3.45%
Gilmore Capital (Dubai) 3.44%
Barclays Wealth (London) 3.19%
IG Markets (London) 3.11%
Key Performance Indicators ("KPIs")
The Board monitors the activities and performance of the Group on a regular
basis. The Board uses financial indicators based on budget versus actual to
assess the performance of the Group. The indicators set out below will be used
by the Board to assess performance over the period.
The three main KPIs for the Group are as follows. These allow the Board to
monitor costs and plan future exploration and development activities:
2024 2023
$'000 $'000
Cash and cash equivalents ($) 224 676
Administrative expenses as a percentage of total assets (%) 8% 16%
Exploration costs capitalised during the year ($) 1,268 1,708
Principal Risks and Uncertainties
Risks are formally reviewed by the Board, and appropriate processes are put in
place to monitor and mitigate them. If more than one event occurs, it is
possible that the overall effect of such events would compound the possible
adverse effects on the Group.
The financing, exploration, development and mining of any of the Company's
properties is subject to several factors including the price of copper,
silver, gold, lead, iron ore and zinc, laws and regulations, political
conditions, currency fluctuations, environmental regulations, hiring and
retaining qualified people and obtaining necessary services in jurisdictions
where the Company operates.
The Board periodically carries out robust assessments of the emerging and
principal risks facing the Company including those that would threaten its
business model, future performance, solvency or liquidity. The assessment
includes a review of all material controls including those which are related
to finance, operations and compliance.
The Board effectively acts as the Audit Committee and is responsible for
monitoring the effectiveness of the Company's risk management and internal
control systems.
Alien Metals operates with a small team of key personnel and with open lines
of internal communication. Where new risks are identified, they are reported
to the Company Secretary or the Board. Where practicable, a method of
mitigation is determined, and the risk together with any form of mitigation is
presented to the Board for discussion.
The following is a brief discussion of those distinctive or special
characteristics of the Company's operations and industry which may have a
material impact or constitute risk factors in respect of the Company's future
financial performance.
Principal Risks and Uncertainties (continued)
Key risks Description of risk Mitigating factors
Strategic risks
Exploration, development and future acquisitions (including JV-related risks) The Group's operations are subject to all the hazards and risks incidental to Our mineral concessions are evaluated carefully by qualified geologists, and
exploration, development and the production of minerals, including damage to independent advisors are engaged as and when appropriate.
life or property, environmental damage and legal liability for damage, which
could have a material adverse impact on the business and its financial
performance.
The management team has significant experience operating in Australia.
The Group may acquire additional mining concessions in Australia or elsewhere
in the world. The Company has joint ventured certain projects to accelerate their
development and take advantage of available capital and expertise.
The Group may be unable to obtain suitable mining concessions at competitive
prices.
Any exploration programme entails risks relating to the location of economic
ore bodies, the development of appropriate metallurgical processes, the
receipt of necessary governmental permits and the construction of mining and
processing facilities.
If the Group's portfolio of mining concessions is deemed by management not to
warrant further exploration and the Group is unsuccessful in acquiring
suitable new projects, the Group will have no exploration or development
projects to pursue.
No reserves or resources The Group has announced its maiden mining reserve and associated mining The Group received an independent assessment of the reserve resource potential
inventory. of the Hancock project and believes that there is good potential to delineate
additional mineral resources in accordance with JORC.
No assurance can be given that any future exploration programme will result in
any new resources and or discoveries.
Mineral concessions and titles risks In relation to exploration and mining concessions over which the Group holds The Group is aware of necessary minimum expenditure and annual rental
legal rights, if the Group fails to fulfil the specific terms of any of its obligations for all its exploration and mining permits and maintains the
concessions or operates in the concession areas in a manner that violates necessary payments and expenditure obligations to negate any risk from this
Australian mining law, regulators may impose fines, suspend or revoke the aspect.
concessions, any of which could have a material adverse effect on the Group's
operations and proposed operations.
Prior to entering into agreements relating to mineral concessions, formal
searches and reviews of legal documentation are conducted to provide evidence
of the legal owner, including outsourcing of legal and/or tenement due
diligence to legal practitioners.
Principal Risks and Uncertainties (continued)
Key risks Description of risk Mitigating factors
Financial risks
Requirement of additional financing Failure to obtain sufficient financing for any projects would result in a The Group has an experienced Board and management team with significant
delay or indefinite postponement of exploration, development or production on experience in financing mining activities.
properties covered by the Group's concessions or even the loss of a
concession.
The Group has been successful in raising funds in the past and it is our
intention to raise additional funds in future to support the ongoing
Additional financing might not be available when needed, or if available, the development of the business.
terms of such financing might not be favourable to the Group and could involve
substantial dilution to shareholders. In the absence of adequate funding or
cost reductions, the Group may not be able to continue as a going concern.
Liquidity risk The Group's approach to managing liquidity risk is to ensure that it will have The Group ensures sufficient funds will be available to allow it to meet its
sufficient liquidity to meet liabilities when due. The Group's accounts liabilities as they fall due. To achieve this, cash balances and cash flow
payable have contractual maturities of less than 30 days and are subject to projections are reviewed by the Board on a regular basis. The Board will not
normal trade terms. In the short-term, liabilities will be funded by cash. commit to material expenditures prior to being satisfied that sufficient
funding is available.
Capital management risk The Group's objective when managing capital is to safeguard the Group's To maintain or adjust the capital structure, the Group may issue new shares,
ability to continue as a going concern and have access to adequate funding for acquire debt, or sell assets. Management regularly reviews cash flow forecasts
its exploration and development projects so that it can provide returns for to determine whether the Group has sufficient cash reserves to meet future
shareholders and benefits for other stakeholders. The Group manages the working capital requirements and to take advantage of business opportunities.
capital structure and adjusts in light of changes in economic conditions and
risk characteristics of the underlying assets.
Price risk The price risk is the risk that the fair value or future cash flows of a The Group has on issue a convertible note, share options and warrants. None of
financial instrument will fluctuate because of changes in market prices, these have a material price risk.
whether those changes are caused by factors specific to the individual
financial instrument or its issuer, or factors affecting all similar financial
instruments in the market.
The Group does not hedge its exposure to price risk.
Foreign currency risk The Group's exploration and administration expenditure is made in Australian The Group does not currently hedge foreign exchange risk.
dollars. The Group is therefore exposed to the movement in exchange rates for
this currency.
There is not considered to be any material exposure in respect of other
monetary assets and liabilities of the Group.
At the year end, most the Group's cash resources were held in AUD negating any
foreign exchange risk.
In addition, any movements in pounds sterling or Australian dollars would
affect the presentation of the consolidated statement of financial position
when the net assets of the Australian subsidiaries and the parent company in
the UK are translated from their functional currencies into US dollars.
Principal Risks and Uncertainties (continued)
Key risks Description of risk Mitigating factors
Financial risks (continued)
Credit risk The Group's credit risk is primarily attributable to cash and the financial The Group invests its cash in deposits with well-capitalised financial
stability of the institutions holding it. institutions with strong credit ratings.
The Group's maximum exposure to credit risk is attributable to cash. The
credit risk on cash is limited because the Group invests its cash in deposits
with well capitalised financial institutions with strong credit ratings.
Investment risk The Group may from time to time hold shares in other mining companies. There The Group has previously been successful in realising value from investments.
is not always a liquid market for the shares in companies, and it may not
always be possible to sell such shares at the optimum time or price.
External risks
Metals prices The Group's ability to obtain further financing will depend in part on the It is an accepted risk that the Group's performance will be impacted by the
price of commodity prices, including copper, silver, lead, iron ore and zinc, price of metals.
and the industry's perception of its future price. The Group's resources and
financial results of operations will also be affected by fluctuations in metal
prices over which the Group has no control.
The Board and management believe the price of precious metals will increase in
A reduction in the metal prices could prevent the Group's properties from the long term.
being economically mined or result in curtailment of existing production
activities or result in the impairment and write-off of assets. The price of
commodities, which is affected by numerous factors including inflation levels,
fluctuations in the US dollar and other currencies, supply and demand and The Group does not hedge its exposure to metals prices.
political and economic conditions, could have a significant influence on the
market price of the Company's common shares.
Operational risks
Reliance on contractors The Group relies on contractors to implement exploration and development The Group has operated in Australia for several years and has well-established
programmes. The failure of a contractor or key service provider to properly and trusted relationships with various contractors.
perform its services to the Group could delay or inconvenience the Group's
operations and have a materially adverse effect on the Group.
Key personnel The Group's business is dependent on retaining the services of a small number The Board effectively operates as the Nomination & Remuneration Committee
of key personnel of the appropriate calibre as the business develops. The which is responsible for considering succession planning and ensuring
Group has entered into employment agreements with certain key managers. The remuneration is sufficient to attract and retain staff of the necessary
success of the Group is and will continue to be, to a significant extent, calibre. The Company also has the ability, and track record, to attract new
dependent on the expertise and experience of the directors and senior Directors and personnel when required.
management. The loss of one or more of these individuals could have a
materially adverse effect on the Group. The Group does not currently have any
insurance in place with respect to key personnel.
Principal Risks and Uncertainties (continued)
Key risks Description of risk Mitigating factors
Operational risks (continued)
Environmental factors The Group's operations are subject to environmental regulation in the The Group has an experienced Board and management team with an awareness and
jurisdictions in which it operates. Such regulation covers a wide variety of knowledge of these types of risk.
matters including, without limitation, prevention of waste, pollution and
protection of the environment, labour regulations and health and safety. The
Group might also be subject under such regulations to clean-up costs and
liability for toxic or hazardous substances, which might exist on or under any Concessions are evaluated carefully prior to their acquisition for
of the properties covered by its concessions, or which might be produced environmental risks and consultants are engaged to advise on specific risks
because of its operations. when appropriate.
If the Group does not comply with environmental regulations or does not file The Group has an excellent track record on environmental matters.
environmental impact statements in relation to each of its concessions, it
might be subject to penalties, its operations might be suspended, closed
and/or its concessions may be revoked.
Environmental legislation and permit requirements are likely to evolve in a
manner which will require stricter standards and enforcement, increased fines
and penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and
their directors and employees.
The Group's activities could be subject to prolonged disruptions due to
weather conditions depending on the location of operations in which the Group
has interests.
Political risk The Group is conducting its exploration activities in Western Australia. The The Directors believe the government of Australia supports the development of
Group may be adversely affected by changes in economic, political, judicial, natural resources by foreign operators.
administrative or other regulatory factors such as taxation in these
jurisdictions, where the Group operates and holds its major assets.
These changes may affect both the Group's ability to undertake exploration and
development activities in respect of future properties in the manner currently
contemplated, as well as its ability to continue to explore and develop those
properties, in respect of which it has obtained exploration and development
rights to date.
Payment obligations Under the mineral property concessions and certain other contractual The Directors have in place a system of internal controls to ensure any
agreements to which a member of the Group is, or may in the future become, a payment obligations are complied with.
party, any such company is, or may become, subject to payment and other
obligations. If such obligations are not complied with when due, in addition
to any other remedies which may be available to other parties, this could
result in dilution or forfeiture of interests held by such companies.
Principal Risks and Uncertainties (continued)
Key risks Description of risk Mitigating factors
Operational risks (continued)
Regulatory approvals The operations of the Group require approvals, licenses and permits from The Group has significant experience in operating in Australia and believes
various regulatory authorities, governmental and otherwise. There can be no that the Group holds or will obtain all necessary approvals, licenses and
guarantee that the Group will be able to obtain or maintain all necessary permits under applicable laws and regulations in respect of its current
approvals, licenses and permits that may be required to explore and develop projects.
its various projects and/or commence construction or operation of mining
facilities that economically justify the cost.
Competition The Group competes with numerous other companies and individuals in the search The Group and its management team have significant experience in mining
for and acquisition of mineral claims, leases and other mineral interests, as operations in Australia. Through its experience and relationships,
well as for the recruitment and retention of qualified employees. There is counterparties may consider the Group to have lower transaction risk than its
significant competition for the silver and other precious metals opportunities competitors.
available and, as a result, the Group may be unable to acquire further mineral
concessions on terms it considers acceptable.
Conflicts of interest Certain directors and officers of the Group also serve as directors and/or The Group's Articles of Association have been adopted by shareholders and any
officers of other companies involved in mineral exploration and development conflicts of interest are dealt with in accordance with the rules set out
and consequently there is the potential for conflicts of interest. The Group therein.
expects that any such director or officer shall disclose such interest in
accordance with its articles of association or his contractual obligations to
the Group and any decision made by any of such directors and officers
involving the Group will be made in accordance with their duties and In the event of a conflict of interests, the conflicted director shall not
obligations to deal fairly and in good faith with a view to the best interests vote on the relevant matter.
of the Group and its shareholders.
Health and Safety Alien Metals operates in an environment with work related hazards and risk of The Group has established and published robust corporate health, safety,
injuries and accidents. A comprehensive health and safety programme is the environmental and community relations policies, and at the operations level
primary means for delivering best practices in health and safety management. have put into place clear safe operating procedures covering a variety of the
This programme is regularly required to be updated to incorporate employee Group's activities. The active participation of all staff in the development,
suggestions, lessons learned from past incidents and new guidelines related to implementation and further development of these procedures is actively
new projects with the aim of identifying areas for further improvement of encouraged.
health and safety management. This requires continuous improvement of the
health and safety programme. Employee involvement is recognised as fundamental
in recognising and reporting unsafe conditions and avoiding events that may
result in injuries and accidents.
Internal Controls
The Board recognises the importance of both financial and non-financial
controls and has reviewed the Group's control environment and any related
shortfalls during the year. Since the Group was established, the Directors are
satisfied that, given the current size and activities of the Group, adequate
internal controls have been implemented. Whilst they are aware that no system
can provide absolute assurance against material misstatement or loss, in light
of the current activity and proposed future development of the Group,
continuing reviews of internal controls will be undertaken to ensure that they
are adequate and effective.
Going Concern
These financial statements have been prepared on a going concern basis, as set
out in Note 2.4.
The Directors have prepared cash flow forecasts for the period ending 30 June
2026, which considers the cost and operational structure of the Group and
Parent Company, planned exploration and evaluation expenditure, licence
commitments and working capital requirements. These forecasts indicate that
the Group and parent Company's cash resources are not sufficient to cover the
projected expenditure for the period of 12 months from the date of approval of
these financial statements. These forecasts indicate that the Group and Parent
Company, to meet their operational objectives, and expected liabilities as
they fall due, will be required to raise additional funds within the next 12
months.
Whilst the Directors are confident that they will be able to secure the
necessary funding, the current conditions do indicate the existence of a
material uncertainty that may cast doubt regarding the applicability of the
going concern assumption and the auditors have referred to this in their audit
report. The Directors are confident in the Company's ability to raise
additional funds as required, from existing and/or new investors, within the
next 12 months. Thus, they continue to adopt the going concern basis of
accounting in preparing these financial statements. The auditors refer to
going concern by way of a material uncertainty over the ability of the Company
and the Group to fund the forecasted expenditure.
Directors' and Officers' Indemnity Insurance
During the financial year, the Company maintained insurance cover for its
Directors and Officers under a Directors' and Officers' liability insurance
policy. The Company has not provided any qualifying indemnity cover for the
Directors.
Provision of Information to Auditor
So far as each of the Directors is aware at the time this report is approved:
· there is no relevant audit information of which the Company's auditor
is unaware; and
· the Directors have taken all steps that they ought to have taken to
make themselves aware of any relevant audit information and to establish that
the auditor is aware of that information.
Auditor
PKF Littlejohn LLP was appointed in the current year and signified its
willingness to be reappointed in office as auditor.
This report was approved by the Board on 20 June 2025 and signed on its
behalf.
Guy Robertson
Executive Chairman
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the
Financial Statements in accordance with the applicable law and regulations
including the AIM Rules for Companies.
The Directors are required to prepare Financial Statements for each financial
year. The Directors have elected to prepare the Group's Financial Statements
in accordance with UK-adopted International Accounting Standards. The
Directors must not approve the Financial Statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Group and
of the profit or loss of the Group for that period. In preparing these
Financial Statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgments and accounting estimates that are reasonable and
prudent;
· state whether applicable UK-adopted International Accounting
Standards have been followed, subject to any material departures disclosed and
explained in the Financial Statements;
· prepare the Financial Statements on the going concern basis unless it
is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group. They are
also responsible for safeguarding the assets of the Group, and hence for
taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Group's website,
https://www.alienmetals.uk. The Group is compliant with AIM Rule 26 regarding
the Group's website.
The Directors confirm that they have complied with the above requirements in
preparing these Financial Statements.
CORPORATE GOVERNANCE REPORT
The Board recognises the value and importance of maintaining the highest
standards of corporate governance and is committed to the principles and best
practice of good corporate governance. In this regard the Directors have
elected to comply with the 2018 UK Corporate Governance Code ("the Code")
though there are a few provisions which the Group have not complied with due
to it not being practical to do so, having regard to the size and stage of
development of the Group. The Directors remuneration is disclosed in Note 20.
The Code was updated in January 2024 and the 2024 Code will apply to financial
years beginning on or after 1 January 2025 and has not been early adopted.
Although the Code contains a set of five Principles that emphasise the value
of good corporate governance to long term sustainable success and focuses on
the application of such Principles, it does not set out a rigid set of rules
but instead offers flexibility through the application of Principles and
through "comply or explain" Provisions and supporting guidance.
The Company is small with a modest resource base. The Company has a clear
mandate to optimise the allocation of limited resources to support its
development plans. As such, the Company strives to maintain a balance between
conservation of limited resources and maintaining robust corporate governance
practices. As the Company evolves, the Board is committed to enhancing the
Company's corporate governance policies and practices deemed appropriate for
the size and maturity of the organisation.
During the year the Board consisted of three Directors: an Executive Chairman,
and two Non-Executive Directors ("NED"). The Board considers that appropriate
oversight of the Group is provided by the currently constituted Board. The
sections below set out the way in which the Group applies the Principles.
Principle 1: Board Leadership and Company Purpose
Alien Metals' current objective is to develop its current portfolio of
exploration projects to enable a return to shareholders that recognises the
risk of their investment, and development potential in the communities within
which we operate. All the Group's projects are in Australia.
At any stage of a projects development the Company will consider a sale or
joint venture if in the view of the Board, and shareholders if required, it is
in the best interests of shareholders.
The Executive Chairman is responsible for overseeing the long-term success and
strategic direction of the Company in accordance with the schedule of matters
reserved for Board decision and is responsible for monitoring the activities
of the executive management.
The Board usually meets a minimum of four times a year and frequently on
ad-hoc basis. The Chairman is ultimately responsible for ensuring that each
Board decision is taken having sufficient information on and with all due
discussion as is relevant to such decision. All Directors attended each
meeting held during the year.
The Company has effective procedures in place to monitor and deal with
conflicts of interest. The Board is aware of the other commitments and
interests of its directors and changes to these commitments and interests are
reported to, and, where appropriate, agreed with the rest of the Board.
The Company has also adopted an Anti-Corruption and Bribery Policy to ensure
compliance with the relevant laws governing anti-corruption and anti-bribery
as well as a Share Dealing Code for Directors and applicable employees to
ensure compliance with AIM Rule 21 and the provisions of the Market Abuse
Regulations relating to dealings in the Group's securities.
Provision 5 of the Code recommends that the Board appoints a director from the
workforce, creates a formal workforce advisory panel or appoints a designated
Non-Executive Director to engage with the workforce. However, due to the Group
currently having a small number of employees, the Board does not consider this
to be appropriate but at such time as the size of the workforce increases, it
will review the position and make any such appointments or take other actions
it considers appropriate.
Principle 2: Division of Responsibilities
The Board, with only three directors, effectively acts as the Audit and Risk
Committee (the "ARC") and the Nomination and Remuneration Committee (the
"N&R Committee"). These committees have responsibilities set out in
respective Terms of Reference which are addressed by the Board.
The division of responsibilities between the Chairman and senior management is
clearly defined in writing. However, they work closely together to ensure
effective decision making and the successful delivery of the Group's strategy.
Each Director has a Letter of Appointment or a Services Agreement in place to
ensure that they clearly understand the requirements of the role. All
Directors are required to allocate sufficient time to the Company to discharge
their responsibilities effectively.
Principle 2: Division of Responsibilities (continued)
Provision 11 of the Code requires at least half the Board, excluding the
Chairman, to be Non-Executive Directors whom the Board considers to be
independent. During the year the Alien Metals Board consisted of two
Non-Executive Directors - both are considered to be independent, and an
Executive Chairman.
On 15 March 2024, Rob Mosig was appointed as a Non-Executive Director,
replacing Alwyn Vorster, Guy Robertson reappointed Executive Chairman with
Elizabeth Henson assuming the role of Senior Independent Non-Executive
Director.
Principle 3: Composition, Succession and Evaluation
During the year ended 31 December 2024, the Board comprised of one Executive
Chairman and two Non-Executive Directors.
The Board and its advisers have significant experience in the mining sector
and from that, access to a strong network of individuals working in the
sector. The Board currently leads the process for Board appointments and is
responsible for review of the Board size, structure and composition (both
Executive and Non-Executive) including any potential new applicants to ensure
the Board contains the right balance of skills, knowledge and experience to
manage and grow the business.
The Board does not carry out a formal annual evaluation of its performance,
the Chairman and individual Directors, which is contrary to the recommendation
of Code Provision 21.
However, the Chairman continuously considers the performance of the Board and
individual directors and provides feedback when appropriate. Similarly, the
Chairman invites feedback in the same manner from the Non-Executive Directors
and the Company Secretary.
The Board considers the time and cost involved in carrying out a formal
process, especially one that is externally facilitated, cannot be justified
for the Company at this stage in its development. Nonetheless, the Board
acknowledges the merits in carrying out formal Board evaluations and will
monitor the continuing suitability of this stance as the Company grows.
Principle 4: Audit, Risk and Internal Control
The Board currently carries out the functions of the ARC given that it only
has three directors. However, other individuals such as executive management
may be invited to attend all or any part of any meeting when deemed
appropriate. The Company's external auditors are invited to attend meetings of
the Committee.
The ARC has responsibility for, among other things, the monitoring of the
integrity of the financial statements of the Company and its Group and the
involvement of the Group's auditors in that process. It focuses on compliance
with accounting policies and ensuring that an effective system of external
audit and financial control is maintained, including considering the scope of
the annual audit and the extent of the non-audit work undertaken by external
auditors and advising on the appointment of external auditors. The ultimate
responsibility for reviewing and approving the annual report and accounts and
the half-yearly reports remains with the Board. The Audit Committee will meet
at least two times a year at the appropriate times in the financial reporting
and audit cycle. The committee also reviews the emerging and principal risks
of the business. Refer to Principal Risks and Uncertainties on page 7.
Independence of the External Auditor
The independence of the auditor is considered by the Audit Committee each
year. In assessing the auditor's independence, the Audit Committee considers:
· Ratio of audit fees to non-audit fees
· Length of tenure
· Whether there are any known material relationships between the
Company, its directors and senior executives, and the audit firm, its
partners, and the audit team
· Application of constructive challenge and professional scepticism
Audit and non-audit fees are disclosed in the financial statements.
The Audit Committee considers the nature and value (in the context of the
audit fee) of any non-audit services on the auditor's independence and is
required to give its prior approval of any such non-audit services.
Effectiveness of the external audit process
In considering the effectiveness of the external audit process, the Audit
Committee consider:
· Effectiveness of the audit plan, its delivery and execution
· Knowledge and experience of the audit team
· Robustness of the audit
Principle 4: Audit, Risk and Internal Control (continued)
The Group's external auditor is PKF Littlejohn LLP for the audit of the 31
December 2024 accounts.
Having assessed the performance, objectivity and independence of the auditor,
the Committee will be recommending the reappointment of PKF Littlejohn LLP as
auditor to the Company at the 2025 Annual General Meeting.
During the year to 31 December 2024, the Audit Committee considered the
following key issues in relation to the Financial Statements:
Issue Action
· Accounting policies The Committee reviewed and discussed the significant accounting policies with
management and the external auditor and reached the conclusion that each
policy was appropriate to the Group.
· Carrying value of intangibles The Committee reviewed the impairment assessment report prepared by management
and agreed that given the reasonable expectation that the Group will achieve
its milestone targets in the near future, that no impairment to the value of
the intangibles was required as at 31 December 2024.
· Going concern review The Committee considered the ability of the Group to operate as a Going
Concern considering cash-flow forecasts for the next 12 months. It was
determined by the Committee that the forecasts indicate that the Group and
parent Company's cash resources are not sufficient to cover the projected
expenditure for the period of 12 months. Notwithstanding, the Directors are
confident in the Company's ability to raise additional funds as required, from
existing and/or new investors, within the next 12 months. Thus, they continue
to adopt the going concern basis of accounting preparing these financial
statements. Refer to page 13 and note 2.4 for further information on going
concern.
· Review of audit and non-audit services and fees The external auditor is not engaged by the Group to carry out any non-audit
work in respect of which it might, in the future, be required to express an
audit opinion.
The Committee reviewed the fees charged for the provision of audit services
and determined that they were in line with fees charged to companies of
similar size and stage of development.
The Committee considered and was satisfied the external auditor's assessment
of its own independence.
Internal audit function
The Audit Committee considers annually whether there is a need for an internal
audit function and makes a recommendation to the Board if a change is
considered to be appropriate. The Company's operations are small in scale, the
organisational structure is flat, and the cost of an internal audit function
is not considered to be justified at present.
Principle 5: Remuneration
The N&R Committee is currently comprised of the full Board, given the
Company had only three Directors at year end.
The N&R Committee recognises that an effective Board comprises a range and
balance of skills, experience, knowledge, genders and independence, with
individuals that are prepared to challenge each other whilst working as a
team, which requires a range of personal attributes, including character,
intellect, sound judgement, honesty and courage.
In addition, the N&R Committee is responsible for establishing a formal
and transparent procedure for developing policy on executive remuneration and
to set the remuneration packages of individual Directors. This includes
agreeing with the Board the framework for remuneration of executive management
of the Company as it is designated to consider. It is furthermore responsible
for determining the total individual remuneration packages of each Director
including, where appropriate, bonuses, incentive payments and share options.
Provision 34 of the Code specifies that the remuneration of Non-Executive
Directors should not include share options or other performance-related
elements. However, although one Non-Executive Director has been granted
options, the Board considers the quantum of options granted is such that it
does not impair or compromise their impartiality or objectivity in decision
making. The independence of Non-Executive Directors is reviewed and will
continue to be reviewed by the Board on a regular basis.
The scale and structure of the remuneration and compensation packages for the
Directors is set taking into account time commitment, comparatives, and risks
and responsibilities, to ensure that the amount of compensation adequately
reflects the individual's previous performance, achievements, experience,
responsibilities and the risks of the office or position held, and in the
context of the Company's risk profile, to ensure they do not encourage
excessive risk taking.
Principle 5: Remuneration (continued)
Remuneration Policy
The Company's remuneration policy is intended to support the Company's
long-term strategy and sustainable success in a manner consistent with the
Company's purpose and values, attracting and retaining the highest quality of
directors and senior executives. The pay policy aligns with Provision 40 of
the code and is as follows:
· remuneration of Directors is disclosed in annual accounts for
clarity and to ensure transparency.
· remuneration structures are limited to salaries and options to
avoid complexity and are clearly communicated by the Board to ensure
predictability.
· align the interests of the Board and senior executives with
shareholders'.
· align the interests of the workforce (including the Board and
senior executives) with the Company's purpose and values.
· avoid incentivising excessive risk taking by the Board and senior
executives.
· be proportionate to the contribution of the individuals
concerned, and;
· be sensitive to pay and employment conditions elsewhere in the
group.
The remuneration policy does not require post-employment shareholding
requirements. Share options ordinarily lapse upon the resignation of the
option holder, unless the Board determines otherwise.
The scale and structure of the remuneration and compensation packages of
Directors is set taking into account time commitment, comparatives, risks and
responsibilities, to ensure that the amount of compensation adequately
reflects the individual's previous performance, achievements, experience,
responsibilities and risks of the office or position held, and in the context
of the Company's risk profile, to ensure they do not encourage excessive risk
taking on the part of the recipient of such compensation.
As the Company is at an early stage of development, the use of traditional
performance standards, such as corporate profitability, is not considered by
the N&R Committee to be appropriate in the evaluation of corporate or
directors' performance. Discretionary bonuses may be paid to aid staff
retention and reward performance.
The Board considers that the remuneration policy has operated as intended in
terms of company performance and quantum.
The Company provides executive directors with base salaries which represent
their minimum compensation for services rendered during the financial year.
The base salaries of Directors and senior executives depend on the scope of
their experience, responsibilities, and performance. A description of the
material terms of each director's contract is provided under "Terms of
Directors' Employment, Termination and Change of Control Benefits" below.
The N&R Committee has considered the risk implications of the Company's
compensation policies and practices and has concluded that there is no
appreciable risk associated with such policies and practices since such
policies and practices do not have the potential of encouraging an executive
officer or other applicable individual to take on any undue risk or to
otherwise expose the Company to inappropriate or excessive risks. Furthermore,
although the Company does not have in place any specific prohibitions
preventing executives from purchasing financial instruments, including prepaid
variable forward contracts, equity swaps, collars, or units of exchange funds
that are designed to hedge or offset a decrease in market value of options or
other equity securities of the Company granted in compensation or held
directly or indirectly, by the director, the Company is unaware of the
purchase of any such financial instruments by any director.
The Chair welcomes major shareholders to discuss the Company's strategy and
governance, including, on the appointment of key Board appointments. The Chair
reports to the Board as a whole, on the views of major shareholders.
The Company does not anticipate making any significant changes to its
compensation policies and practices during 2025.
Culture and employees
At the Company's present stage of development, it has two employees, excluding
directors, so its culture exists principally in the Boardroom and amongst any
contractors. It is considered that the Board is well positioned to ensure that
policy, practices and behaviour throughout the business is aligned with the
Company's purpose, values and strategy. If the Board has any concerns, it will
require management to take remedial action.
The Board recognises the importance of the remuneration structure supporting
its strategy and reinforcing the culture of the organisation.
Board assessments
The Chair continuously considers the performance of the Board, its committees
and of individual directors, and provides feedback when appropriate.
Similarly, the Chair invites feedback in the same manner from the
Non-Executive Directors and the Company Secretary. The N&R Committee
considers the time and cost involved in carrying out a formal process,
especially one that is externally facilitated, cannot be justified for the
Company at this stage in its development.
The N&R Committee acknowledges the merits in carrying out formal Board
evaluations and will monitor the continuing suitability of this stance as the
Company grows.
Relations with stakeholders
The Company is committed to a continuous dialogue with shareholders as it
believes that this is essential to ensure a greater understanding of and
confidence amongst its shareholders in the medium and longer-term strategy of
the Group and in the Board's ability to oversee its implementation. It is the
responsibility of the Board as a whole, to ensure that a satisfactory dialogue
takes place.
Whilst the Company is a BVI registered company, the UK Corporate Governance
code references Section 172 of the Companies Act 2006 which requires Directors
to take into consideration the interests of stakeholders in their decision
making. The Board is committed to understanding and engaging with all key
stakeholder groups of the Company to maximise value and promote long-term
Company success in line with our strategic objectives. The Board recognises
how the Company's activities and decisions will impact employees, those with
which it has a business relationship, the community and environment and its
reputation for high standards of business conduct. In weighing all the
relevant factors, the Board, acting in good faith and fairly between members,
makes decisions and takes actions that it considers will best lead to the
long-term success of the Company.
During the year, the Board assessed its current activities between the Board
and its stakeholders, which demonstrated that the Board actively engages with
its stakeholders and takes their various objectives into consideration when
making decisions. Specifically, actions the Board has taken to engage with its
stakeholders in 2024 include:
• Attended the 2024 AGM and answered questions raised by
shareholders;
• Made presentations at conferences and published
recordings and slide decks on the Company's exploration activities;
• Evaluated the relationships with the Company's various
collaborators through management and identified ways to strengthen
relationships and arrangements with key collaborations; and
• Monitored company culture and engaged with employees
on efforts to continuously improve company culture and morale.
The Board believes that appropriate steps and considerations have been taken
during the year so that each Director understands the various key stakeholders
of the Company. The Board recognises its responsibility to consider all such
stakeholder needs and concerns as part of its discussions, decision-making,
and in the course of taking actions, and will continue to make stakeholder
engagement a top priority in the coming years.
The Chairman and other Directors, as appropriate, make themselves available
for contact with major shareholders and other stakeholders to understand their
issues and concerns.
The Company plans to use the AGM as an opportunity to communicate with its
shareholders. To ensure compliance with the Governance Code, the Board
proposes separate resolutions for each issue, and proxy forms allow
shareholders who are unable to attend the AGM to vote for or against or to
withhold their vote on each resolution. The results of all proxy voting will
be published on the Group's website after the AGM. Shareholders who attend the
AGM will have the opportunity to ask questions.
The Group's website is the primary source of information on the Group. The
website includes an overview of the activities of the Group and all recent
Group announcements.
Going Concern
The Directors have reviewed cash flow forecasts for the period ending 30 June
2026 which indicate that the Group and parent Company's cash resources are not
sufficient to cover the projected expenditure for the period of 12 months from
the date of approval of these financial statements. The Directors are
confident in the Company's ability to raise additional funds as required, from
existing and/or new investors, within the next 12 months. Thus, they continue
to adopt the going concern basis of accounting preparing these financial
statements
Provisions not applied
The Company is small with a modest resource base. The Company has a clear
mandate to optimise the allocation of limited resources to support its
development plans. To ensure the appropriate corporate governance is applied
to the size and maturity of the Company, there are certain provisions the
group specifically does not comply with, given the size of the Group, as noted
below:
Employee Engagement
Due to the Company only having a small number of employees, the Board has not
appointed a director from the workforce, created a formal workforce advisory
panel or designated a Non-Executive Director to engage with the workforce.
This is contrary to Code Provision 5 and is explained in the section headed
"Culture and employees". When the size of the workforce increases, the Board
will review the position and make any such appointments or take other actions
it considers appropriate.
Provisions not applied (continued)
Open advertising
The Board does not always use open advertising and/or an external search
consultancy for the appointment of the Chair and Non-Executive Directors. This
is Contrary to Code Provision 20. Given the size of the Company and skills
required by the Board it is not always possible to run an open advertising
process.
Annual evaluation of the performance of the Board
The Board does not carry out a formal annual evaluation of its performance,
its committees, the Chair and individual directors. This is contrary to Code
Provision 21 and is explained in the section headed "Board assessments".
Board Committees
Currently, the Company has insufficient independent Non-Executive Directors to
enable it to meet the criteria for the composition of its committees, contrary
to Code Provision 24 and Code Provision 32. The Nomination and Remuneration
Committee, in conjunction with the Board, regularly reviews the composition of
the Board and its committees and will look to appoint new independent
Non-Executive Directors in due course.
Performance related pay
Non-Executive Directors participate in the Company's share option plan. This
is contrary to Code Provision 34. The Company's Non-Executive Directors
participate in the Company's discretionary share option plan (the "Unapproved
Plan") because the Board considers that the holding of options helps align the
interests of the Non-Executive Directors with shareholders by incentivising
their decision making with a view to providing growth in the Company's share
price. The Company's long-term success will be dependent upon raising
additional finance in future; aligning the interests of all directors and
senior executives with shareholders incentivises all concerned to achieve the
best possible price for such placings and to minimise undue dilution of
interests.
Viability statement
In accordance with the UK Corporate Governance Code published in July 2018,
the Directors have assessed the prospects of the Group and concluded that it
is appropriate to adopt the going concern basis of accounting based on the
amount of cash on hand at the end of the year and alternative funding options
available at the time of publication of this report. The assessment of going
concern is disclosed in Note 2.4.
The Board's assessment of the Group's current position and principal risks are
disclosed in the Directors' Report on page 7.
The Directors consider that the Annual Report and the Financial Statements,
taken as a whole, are fair, balanced, and understandable and provide the
information necessary for the shareholders to assess the Company's position
and performance, business model and strategy. Refer to the Statement of
Directors Responsibilities on page 14.
Elizabeth Henson
Senior Independent Non-Executive Director
13 June 2025
INDEPENDENT AUDITOR'S REPORT
Opinion
We have audited the financial statements of Alien Metals Limited (the 'Group')
for the year ended 31 December 2024 which comprise Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Cash Flow
Statement and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied
in their preparation is applicable law and UK-adopted international accounting
standards.
In our opinion, the financial statements:
· give a true and fair view of the state of the Group's affairs as
at 31 December 2024 and of its loss for the year then ended; and
· have been properly prepared in accordance with UK-adopted
international accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2.4 in the financial statements, which indicates
that the Group holds a cash and cash equivalents balance of $224,000 as at 31
December 2024 and that the Group will be required to raise further finance,
equity and/or debt, in order to fund its forecasted expenditure over the next
twelve months. As stated in note 2.4, these events or conditions, along with
the other matters as set forth in note 2.4, indicate that a material
uncertainty exists that may cast significant doubt on the Group's ability to
continue as a going concern. Our opinion is not modified in respect of this
matter.
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the Group's ability to continue to adopt the going concern basis
of accounting included:
o reviewing and challenging cashflow forecasts prepared by management
covering the 12 months from the approval of these financial statements and the
related key assumptions
o confirming the mathematical accuracy cashflow forecasts
o ascertaining the Group's current financial position and cash reserves
o discussing the Group's strategies regarding future fund raises
o reviewing post year end arrangements entered into by the Group
In relation to the Group's reporting on how it has applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in
relation to:
· the directors' statement in the financial statements about
whether the directors considered it appropriate to adopt the going concern
basis of accounting; and
· the directors' identification in the financial statements of the
material uncertainty related to the entity's ability to continue as a going
concern over a period of at least twelve months from the date of approval of
the financial statements
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
Materiality for the consolidated financial statements was set at $343,000
(2023: $360,000) based upon 2% of gross assets (2023: 2%). Gross assets
include exploration and evaluation assets which make up most of the financial
statement balances and the going concern of the group is dependent on its
ability to fund operations going forward including the valuation of its assets
which represent the underlying value of the Group.
Performance materiality and the triviality threshold for the financial
statements was set at $240,000 and $17,000 respectively (2023: $252,000 and
$18,000). In determining performance materiality, we considered management's
attitude to correcting misstatements identified, our cumulative knowledge of
the exploration industry and its specific trends, the consistency in the level
of judgement required in key accounting estimates and the stability in key
management personnel.
For each component in the scope of our Group audit, we allocated a materiality
that is less than our overall Group materiality. The range of performance
materiality allocated across components was between $168,000 and $144,000
(2023: $228,000 and $117,000). We also agreed to report to the Board of
Directors any other differences below the threshold for triviality that we
believed warranted reporting on qualitative grounds. The amount was determined
based upon where the areas of significant risk arose.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of
material misstatement in the financial statements. In particular we looked at
areas involving significant accounting estimates and judgements by the
directors and considered future events that are inherently uncertain, such as
the carrying value of exploration and evaluation assets and the fair value
assigned to share warrants and share options issued in the year. We also
addressed the risk of management override of internal controls, including
among other matters consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
A full scope audit was performed on the complete financial information of four
of the components of the Group and a limited scope review was performed on the
remaining three as they were assessed as insignificant.
Of the seven reporting components of the Group, one is located in the British
Virgin Islands, two are located in the United Kingdom and four are located in
Australia. PKF Littlejohn LLP audited the parent company, situated in the
British Virgin Islands, and all other reporting components. The Engagement
Partner conducted audit work in the United Kingdom but interacted regularly
with the management team in the Australia during all stages of the audit and
was responsible for the scope and direction of the audit process. This, in
conjunction with additional procedures performed, gave us appropriate evidence
for our opinion on the Group financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter
described in the Material uncertainty related to going concern section we
have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How our scope addressed this matter
Carrying value of intangible assets (Note 8)
The carrying value of intangible assets related to exploration and evaluation Our work in this area included but was not limited to:
assets amounted to $16,435,000 (2023: 16,593,000) as at 31 December 2024 and
as such, is material. The value of these assets, including the value of the · Substantive testing on additions capitalised to intangible assets
assets under construction used for exploration and evaluation projects, is and assets under construction during the year to assess whether they are:
dependent on the successful development of its iron ore resources in Western
Australia. o Appropriately capitalised in accordance with IFRS 6 (Exploration for and
Evaluation of Mineral Resources) including ensuring the appropriate treatment
Management is required to assess by reference to IFRS 6 Exploration and of costs under the earn-in agreement with West Coast Silver Limited ; and
Evaluation Assets, whether there are potential indicators of impairment of the
Group's exploration and evaluation assets at each reporting date and, if o Allocated to a valid legal right to explore which is owned by the Group.
potential indicators of impairment are identified.
· Obtaining, reviewing and critically assessing management's
Management is required to perform a full assessment of the recoverable value impairment assessment and obtaining supporting evidence for management's key
of the exploration and evaluation assets in accordance with IAS 36 Impairment inputs and judgements therein;
of Assets.
· Assessing whether impairment indicators exist in line with IFRS
Given the inherent judgement involved in the assessment of whether there are 6, including considering factors such as the licence status and its expiry
indications of impairment, as required by IFRS 6, there is a risk the carrying date.
amount of exploration and evaluation assets are overstated and should be
impaired. · Reviewing the licences terms to ensure that any minimum
expenditure terms enclosed have been adequately met or are expected to be met
over the licence period.
· Discussing with management their plans regarding future
exploration on the licence areas; and
· Assessing the appropriateness of the accounting policies and
disclosures included in the financial statements in accordance with IFRS 6.
We note that the recoverability of the carrying value of exploration and
evaluation assets is dependent upon the Group successfully securing additional
funding or obtaining the financial support of a joint venture partner or
similar.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the Group financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
We have reviewed the directors' statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement
relating to the company's compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the
audit:
· Directors' statement with regards the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified set out on page 19 and 20;
· Directors' explanation as to their assessment of the Group's
prospects, the period this assessment covers and why the period is appropriate
set out on page 19 and 20;
· Directors' statement on whether they have a reasonable
expectation that the Group will be able to continue in operation and meets its
liabilities set out on page 19 and 20;
· Directors' statement that they consider the annual report and the
financial statements, taken as a whole, to be fair, balanced and
understandable set out on page 20;
· Board's confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on page 16;
· The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out on page
16; and
· The section describing the work of the audit committee set out on
page 16.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the Group and the exploration
sector to identify laws and regulations that could reasonably be expected to
have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management and
independent research.
· We determined the principal laws and regulations relevant to the
Group in this regard to be those arising from the British Virgin Islands
("BVI") Business Companies Act, AIM Rules, local tax legislation and local
environmental, employment and health and safety laws.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the Group
with those laws and regulations. These procedures included, but were not
limited to:
o Discussions with management regarding compliance with laws and regulations
by the Group;
o Reviewing of board meeting minutes; and
o Reviewing of regulatory news announcements.
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that there was potential for management bias in relation to the
carrying value of intangible assets. We addressed these risks by challenging
the assumptions and judgements made by management when auditing these
significant accounting estimates (see the Key Audit Matters section of our
report).
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter dated 25 April 2025. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Alistair Roberts (Engagement Partner)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Registered Auditor
London E14 4HD
23 June 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
Group
Continuing Operations Note 2024 2023
$'000 $'000
Administration expenses 6 (1,420) (2,712)
Other losses 6 (77) (1,153)
Other gains - 178
Operating loss (1,497) (3,687)
Finance costs 18 (64) (42)
Finance income 18 5 8
Loss for the year before taxation (1,556) (3,721)
Income tax 7 - -
Loss for the year (1,556) (3,721)
Loss attributable to:
- owners of the Parent (1,556) (3,721)
(1,556) (3,721)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Exchange differences recognised directly in equity
(1,404) (415)
Total Comprehensive Income (2,960) (4,136)
Attributable to:
- owners of the Parent (2,960) (4,136)
Total Comprehensive Income (2,960) (4,136)
- Total comprehensive income attributable to continuing operations
Total comprehensive loss for the year attributable to equity shareholders of
the parent
(2,960) (4,136)
Earnings/(loss) per share (cents) from continuing operations attributable to 21 (0.0225) (0.065)
owners of the Parent - Basic & Diluted
The Notes on pages 30 to 49 form part of these Financial Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of 31 December 2024
Group
Note 2024 2023
$'000 $'000
Non-current Assets
Intangible assets 8 16,435 16,593
Assets under construction 9 361 455
Plant and equipment - 10
Right of use asset 10 - 24
Total non-current assets 16,796 17,082
Current Assets
Trade and other receivables 11 171 261
Cash and cash equivalents 12 224 676
Total current Assets 395 937
Total assets 17,191 18,019
Non-current liabilities
Contract liabilities 13 -
Total non-current liabilities 13 -
Current liabilities
Trade and other payables 13 755 726
Lease liability 10 - 26
Convertible note 14 708 571
Total current liabilities 1,463 1,323
Total liabilities 1,476 1,323
Net assets 15,715 16,696
Equity attributable to owners of the Parent
Share capital 15 83,848 82,097
Warrant reserve 16 458 834
Options reserve 16 730 854
Share-based payments reserve 16 20 -
Foreign exchange translation reserve 16 (1,125) 279
Accumulated losses (68,216) (67,368)
Total Equity 15,715 16,696
The Financial Statements were approved and authorised for issue by the Board
of Directors on 13 June 2025 and were signed on its behalf by:
Guy Robertson
Executive Chairman
The Notes on pages 30 to 49 form part of these Financial Statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share Warrants Share- Options Foreign Retained Total equity
capital reserve based reserve Exchange losses $'000
$'000 $'000 payments $'000 Translation $'000
Reserve reserve
$'000 $'000
As at 1 January 2023 79,586 739 - 771 694 (63,647) 18,143
Loss for the year - - - - - (3,721) (3,721)
Other comprehensive income
Exchange differences recognised directly in equity - - - (415) - (415)
Total comprehensive income for the year - - - (415) (3,721) (4,136)
Transactions with owners in their capacity as owners
Contributions of equity, net of costs 2,478 - - - - 2,478
Share-based payment transactions - 95 - 121 - - 216
Exercise of options & warrants 33 - - (38) - - (5)
As at 31 December 2023 82,097 834 - 854 279 (67,368) 16,696
Loss for the year - - - - - (1,556) (1,556)
Other comprehensive income
Exchange differences recognised directly in
equity - - - - (1,404) - (1,404)
Total comprehensive income for the year - - - - (1,404) (1,556) (2,960)
Transactions with owners in their capacity as owners
Contributions of equity, net of costs 1,751 - - - - - 1,751
Share-based payment transactions - 60 20 148 - - 228
Expiry of options & warrants - (436) - (272) - 708 -
As at 31 December 2024 83,848 458 20 730 (1,125) (68,216) 15,715
The Notes on pages 30 to 49 form part of these
Financial Statements
CONSOLIDATED CASHFLOW STATEMENT
For the year ended 31 December 2024
Group
Note 2024 2023
$'000 $'000
Cash flows from operating activities
Loss before taxation from continuing operations (1,556) (3,721)
Adjustments for:
Share based payments 17 148 216
Impairment - Exploration and evaluation 6,8 - 794
Exploration and evaluation assets written off 6,8 10 -
Impairment - Other - 140
Loss on derecognition of convertible note 14 - 198
Loss on cancellation of convertible note 37 -
Other non-cash losses / (gains) 31 (169)
Exchange difference 28 (379)
Finance charges 64 -
Depreciation and amortisation 6 26 52
Decrease / (increase) in trade and other receivables 101 (94)
Increase / (decrease) in trade and other payables 189 (242)
Net cash used in operating activities (922) (3,205)
Cash flows from investing activities
Acquisition of intangibles - - (21)
Additions of intangibles - (1,370) (1,708)
Expenditure on plant and equipment - (10)
Proceeds from sale of assets under construction 9 34 -
Net cash used in investing activities (1,336) (1,739)
Cash flows from financing activities
Proceeds from issue of shares 15 1,904 2,639
Cost of share issue 15 (118) (128)
Proceeds from convertible note 14 66 500
Lease payments 10 (22) (46)
Net cash generated from financing activities 1,830 2,965
Net decrease in cash and cash equivalents (428) (1,979)
Cash and cash equivalents at beginning of year 676 2,177
Effect of exchange rate fluctuations on translation (24) 478
Cash and cash equivalents at end of year 12 224 676
Major non-cash transactions
During the year, share-based payment expenses of $148,000 relating to the
issue of options and warrants were recorded.
The Notes on pages 30 to 49 form part of these Financial Statements.
NOTES TO THE CONSOLIDATED FINANCIAL REPORT
ACCOUNTING POLICIES
1. General Information
The principal activity of Alien Metals Limited ("the Company") and its
subsidiaries (together "the Group") is the acquisition and development of
mineral resource assets.
The Company's shares are traded on AIM, a market operated by the London Stock
Exchange. The Company is incorporated in the British Virgin Islands and
domiciled in the United Kingdom.
The address of its registered office is Craigmuir Chambers, PO Box 71, Road
Town, Tortola, BVI.
2. Summary of Material Accounting Policies
The principal accounting policies applied in the preparation of these
Financial Statements are set out below. These policies have been consistently
applied to all the periods presented, unless otherwise stated.
2.1 Basis of Preparation of Financial Statements
The Group Financial Statements have been prepared in accordance with
UK-adopted international accounting standards. The Group Financial Statements
have also been prepared under the historical cost convention, except as
modified for assets and liabilities recognised at fair value on an asset
acquisition, the valuation of share-based payments in the form of options and
warrants, and the valuation of the convertible note.
The Financial Statements are presented in US dollars rounded to the nearest
thousand.
The preparation of Financial Statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Accounting Policies. The
areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the Group are disclosed in Note
4.
2.2 New or Amended Accounting Standards and Interpretations
The Group has adopted all the new or amended Accounting Standards issued by
the International Accounting Standards Board (IASB) that are mandatory for the
current year. No change to accounting policies was required.
International Accounting Standards and Interpretations that have recently been
issued or amended but are not yet mandatory, have not been early adopted by
the Group for the annual reporting period ended 31 December 2024. The Group
had not yet assessed the impact of these new or amended Accounting Standards
and Interpretations.
2.3 Basis of Consolidation
The Group Financial Statements consolidate the Financial Statements of Alien
Metals Limited and the Financial Statements of all its subsidiary undertakings
made up to 31 December 2024.
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and can affect those returns through its
power over the entity. Where an entity does not have returns, the Group's
power over the investee is assessed as to whether control is held.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
2.3 Basis of Consolidation (continued)
Below is a summary of subsidiaries of the Group:
Name of subsidiary Place of business Parent company Share capital held Principal activities
Arian Silver Corporation (UK) Ltd England and Wales Alien Metals Limited 100% Holding
Arian Silver (Holdings) Limited England and Wales Alien Metals Limited 100% Holding
A.C.N. 643 478 371 Pty Ltd Australia Alien Metals Limited 100% Exploration
Iron Ore Company of Australia Pty Ltd Australia Alien Metals Limited 100% Exploration
Alien Metals Australia Pty Ltd Australia Alien Metals Limited 100% Exploration
Mallina Exploration Pty Ltd Australia Alien Metals Limited 100% Exploration
Compañía Minera Estrella de Plata S.A. de C.V. Mexico Alien Metals Limited 100% Exploration
Inter-company transactions, balances, income and expenses on transactions
between group companies are eliminated on consolidation. Profits and losses
resulting from intercompany transactions that are recognised in assets are
also eliminated. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
2.4 Going Concern
These financial statements have been prepared on the going concern basis. The
Group's business activities, together with the factors likely to affect its
future development, performance and position are set out in the Chairman's
Statement and the Strategic Report.
As at 31 December 2024, the Group had cash and cash equivalents of $224,000.
The Directors have prepared cash flow forecasts to 30 June 2026 which take
account of the cost and operational structure of the Group, planned
exploration and evaluation expenditure, licence commitments and working
capital requirements. These forecasts indicate that the Group's cash resources
are not sufficient to cover the projected expenditure for the period 12 months
from the date of approval of these financial statements.
In common with many exploration and evaluation entities, the Company will need
to raise further funds within the next 12 months to meet its expected
liabilities as they fall due and progress the Group into construction and
eventual production of revenues. The Directors are confident in the Company's
ability to raise additional funds as required, from existing and/or new
investors, within the next 12 months.
Given the Group's current cash position and its demonstrated ability to raise
capital, the Directors have a reasonable expectation that the Group and Parent
Company has adequate resources to continue in operational existence for the
foreseeable future.
Notwithstanding the above, these circumstances indicate that a material
uncertainty exists that may cast significant doubt on the Group's ability to
continue as a going concern and, therefore, that the Group and Parent Company
may be unable to realise their assets or settle their liabilities in the
ordinary course of business. As a result of their review, and despite the
material uncertainty, the Directors have confidence in the Group and Parent
Company's forecasts and have a reasonable expectation that the Group will
continue in operational existence for the going concern assessment period and
have therefore used the going concern basis in preparing these consolidated
financial statements. The auditors refer to going concern by way of a material
uncertainty in their report.
2.5 Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
Segment results, include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis. The Board of Directors
considers there to be only one operating segment during the year, the
exploration, development and exploitation of mineral resources, and three
geographical segments, being Mexico, Australia and United Kingdom.
2.6 Foreign Currencies
(a) Functional and presentation currency
Items included in the Financial Statements of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the 'functional currency'). The functional currency of the
Company is Pounds Sterling, the functional currency of the Australian
subsidiaries is Australian Dollars and Mexican subsidiary Mexican pesos. The
Financial Statements are presented in US dollars, rounded to the nearest
thousand.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Consolidated Statement of
Comprehensive Income.
(c) Group companies
The results and financial position of all the Group's entities (none of which
has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
· assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that statement of
financial position
· income and expenses for each statement of comprehensive income
presented are translated at average exchange rates (unless this average is not
a reasonable approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are translated at the
dates of the transactions); and
· all resulting exchange differences are recognised in other
comprehensive income, if material.
On consolidation, exchange differences arising from the translation of the net
investment in foreign entities, and of monetary items receivable from foreign
subsidiaries for which settlement is neither planned nor likely to occur in
the foreseeable future, are taken to other comprehensive income. When a
foreign operation is sold, such exchange differences are recognised in the
income statement as part of the gain or loss on sale.
2.7 Intangible Assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it
determines that those assets will be successful in finding specific mineral
resources. Expenditure included in the initial measurement of exploration and
evaluation assets, and which are classified as intangible assets relate to the
acquisition of rights to explore, topographical, geological, geochemical and
geophysical studies, exploratory drilling, trenching, sampling and activities
to evaluate the technical feasibility and commercial viability of extracting a
mineral resource. Capitalisation of pre-production expenditure ceases when the
mining property is capable of commercial production.
Exploration and evaluation assets are recorded and held at cost
Exploration and evaluation assets are not subject to amortisation but are
assessed annually for impairment. The assessment is carried out by allocating
exploration and evaluation assets to cash generating units ("CGU's"), which
are based on specific projects or geographical areas. The CGUs are then
assessed for impairment using a variety of methods including those specified
in IFRS 6.
Whenever the exploration for and evaluation of mineral resources in cash
generating units does not lead to the discovery of commercially viable
quantities of mineral resources and the Group has decided to discontinue such
activities of that unit, the associated expenditures are written off to the
Consolidated Statement of Comprehensive Income.
Exploration and evaluation assets recorded at fair-value on acquisition
Exploration assets which are acquired are recognised at fair value. When an
acquisition of an entity whose only significant assets are its exploration
asset and/or rights to explore, the Directors consider that the fair value of
the exploration assets is equal to the consideration. Any excess of the
consideration over the capitalised exploration asset is attributed to the fair
value of the exploration asset.
2.7 Intangible Assets (continued)
During the year, the Company completed one acquisition which has been treated
as an asset acquisition. Per IFRS 3, an entity shall determine whether a
transaction or other event is a business combination by applying the
definition in this IFRS, which requires that the assets acquired, and
liabilities assumed constitute a business. If the assets acquired are not a
business, the reporting entity shall account for the transaction or other
event as an asset acquisition. As the acquisitions were not considered to meet
the definition of a business combination under IFRS 3, the Group Financial
Statements are prepared as though the group has acquired an asset. The fair
value of the assets was determined by management and the assets were
classified as intangible assets given that they represent exploration and
evaluation assets.
2.8 Investment in Subsidiaries
Investments in Group undertakings are stated at cost, which is the fair value
of the consideration paid, less any impairment provision.
2.9 Assets under Construction
Assets under construction are stated at historical cost less accumulated
depreciation and any accumulated impairment losses. Assets under construction
are not depreciated until they are completed and brought into use.
All assets are subject to annual impairment reviews. An asset's carrying
amount is written down immediately to its recoverable amount if the asset's
carrying amount is greater than its estimated recoverable amount.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replacement
part is derecognised. All other repairs and maintenance are charged to the
Consolidated Statement of Comprehensive Income during the financial period in
which they are incurred.
The asset's residual value and useful economic lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
Gains and losses on disposal are determined by comparing the proceeds with the
carrying amount and are recognised within 'Other net gains / (losses)' in the
Consolidated Statement of Comprehensive Income.
2.10 Right-of-use Assets and Leases
The Group leases certain property, plant and equipment.
The lease liability is initially measured at the present value of the lease
payments that are not paid. Lease payments generally include fixed payments
less any lease incentives receivable. The lease liability is discounted using
the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. The Group estimates the
incremental borrowing rate based on the lease term, collateral assumptions,
and the economic environment in which the lease is denominated. The lease
liability is subsequently measured at amortized cost using the effective
interest method. The lease liability is remeasured when the expected lease
payments change as a result of new assessments of contractual options and
residual value guarantees.
The right-of-use asset is recognised at the present value of the liability at
the commencement date of the lease less any incentives received from the
lessor. Added to the right-of-use asset are initial direct costs, payments
made before the commencement date, and estimated restoration costs. The
right-of-use asset is subsequently depreciated on a straight-line basis from
the commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The right-of-use asset is
periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
Each lease payment is allocated between the liability and finance charges. The
corresponding rental obligations, net of finance charges, are included in
lease liabilities, split between current and non-current depending on when the
liabilities are due. The interest element of the finance cost is charged to
the Statement of Profit and Loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period. Assets obtained under finance leases are depreciated over
their useful lives. The lease liabilities are shown in Note 10.
Exemptions are applied for short life leases and low value assets, with
payment made under operating leases charged to the Consolidated Statement of
Comprehensive Income on a straight-line basis of the period of the lease.
2.11 Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not
ready to use, are not subject to amortisation and are tested annually for
impairment. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset's fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash generating
units).
Non-financial assets that suffered impairment (except goodwill) are reviewed
for possible reversal of the impairment at each reporting date.
2.12 Financial Assets
(a) Classification
The Group classifies its financial assets in the following categories: at
amortised cost including trade receivables and other financial assets at
amortised cost, at fair value through other comprehensive income and at fair
value through profit or loss, loans and receivables, and available-for-sale.
The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at
initial recognition.
(b) Recognition and measurement
Amortised cost
Trade and other receivables are recognised initially at the amount of
consideration that is unconditional, unless they contain significant financing
components, in which case they are recognised at fair value. The group holds
the trade and other receivables with the objective of collecting the
contractual cash flows, and so it measures them subsequently at amortised cost
using the effective interest method.
The group classifies its financial assets as at amortised cost only if both of
the following criteria are met:
the asset is held within a business model whose objective is to collect the
contractual cash flows; and
the contractual terms give rise to cash flows that are solely payments of
principal and interest.
(c) Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate. The
expected cash flows will include cash flows from the sale of collateral held
or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has
not been a significant increase in credit risk since initial recognition, ECLs
are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.
The Group considers a financial asset in default when contractual payments are
90 days past due. However, in certain cases, the Group may also consider a
financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before considering any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows and usually occurs when past due for
more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
(d) Derecognition
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity.
On derecognition of a financial asset measured at amortised cost, the
difference between the asset's carrying amount and the sum of the
consideration received and receivable, is recognised in profit or loss. This
is the same treatment for a financial asset measured at fair value through
profit and loss.
2.13 Financial Liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
The Group's financial liabilities include trade and other payables. Financial
liabilities measured at amortised cost include current borrowings and trade
and other payables that are short term in nature. Financial liabilities are
derecognised if the Group's obligations specified in the contract expire or
are discharged or cancelled. Convertible loan notes are classified entirely as
liabilities and contain an embedded derivative which has been designated as at
fair value through profit or loss on initial recognition and, as such, the
embedded conversion feature is not separated.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Trade and other payables
After initial recognition, trade and other payables are subsequently measured
at amortised cost using the effective interest rate ('EIR method'). Gains and
losses are recognised in the statement of profit or loss and other
comprehensive income when the liabilities are derecognised, as well as through
the EIR amortisation process.
Amortised cost is calculated by considering any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the Consolidated Statement of
Comprehensive Income.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new
liability. The difference in the respective carrying amounts is recognised in
profit or loss and other comprehensive income.
Fair value
All assets and liabilities for which fair value is measured or disclosed in
the consolidated Financial Statements are categorised within the fair value
hierarchy. The fair value hierarchy prioritises the inputs to valuation
techniques used to measure fair value. The Group uses the following hierarchy
for determining and disclosing the fair value of financial instruments and
other assets and liabilities for which the fair value was used:
- level 1: quoted prices in active markets for identical assets or
liabilities
- level 2: inputs other than quoted prices included in level 1
that are observable for the asset or liability, either directly (as prices) or
indirectly (derived from prices); and
- level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
2.14 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.15 Taxation
Tax for the period comprises current and deferred tax. Tax is recognised in
the income statement, except to the extent that it relates to items recognised
directly in equity. In this case the tax is also recognised directly in other
comprehensive income or directly in equity, respectively. The current income
tax charge is calculated based on the tax laws enacted or substantively
enacted at the end of the reporting period in the countries where the
Company's subsidiaries and associates operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate based on amounts expected to be
paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated Financial Statements. However, the
deferred tax is not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business combination that, at
the time of the transaction, affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates (and laws) that have
been enacted, or substantially enacted, by the end of the reporting period and
are expected to apply when the related deferred income tax asset is realised,
or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
2.15 Taxation (continued)
Deferred income tax liabilities are provided on taxable temporary differences
arising from investments in subsidiaries, associates and joint arrangements,
except for deferred income tax liability where the timing of the reversal of
the temporary difference is controlled by the group, and it is probable that
the temporary difference will not reverse in the foreseeable future.
Generally, the group is unable to control the reversal of the temporary
difference for associates. Only where there is an agreement in place that
gives the group the ability to control the reversal of the temporary
difference not recognised.
Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries, associates and joint arrangements
only to the extent that it is probable the temporary difference will reverse
in the future and there is sufficient taxable profit available against which
the temporary difference can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities, and when the deferred income tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the taxable
entity or different taxable entities where there is an intention to settle the
balances on a net basis.
2.16 Share Capital and Other Reserves
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity, as a
deduction, net of tax, from the proceeds provided
Other reserves consist of the share-based payment reserves and the foreign
exchange translation reserve. See Note 16 for further detail.
2.17 Share-based Payments
The Group operates several equity-settled share-based schemes, under which the
entity receives services from employees or third-party suppliers as
consideration for equity instruments (shares, options and warrants) of the
Group. The Group may also issue warrants to share subscribers as part of a
share placing. The fair value of the equity-settled share-based payments is
recognised as an expense in the Consolidated Statement of Comprehensive Income
or charged to equity depending on the nature of the service provided or
instrument issued. The total amount to be expensed or charged in the case of
options is determined by reference to the fair value of the options or
warrants granted:
· including any market performance conditions
· excluding the impact of any service and non-market performance
vesting conditions (for example, profitability or sales growth targets, or
remaining an employee of the entity over a specified time); and
· including the impact of any non-vesting conditions (for example,
the requirement for employees to save).
In the case of shares and warrants the amount charged is determined by
reference to the fair value of the services received if available. If the fair
value of the services received is not determinable the shares are valued by
reference to the market price and the warrants are valued by reference to the
fair value of the warrants granted as described previously.
Non-market vesting conditions are included in assumptions about the number of
options or warrants that are expected to vest. The total expense or charge is
recognised over the vesting period, which is the period over which all the
specified vesting conditions are to be satisfied. At the end of each reporting
period, the directors revise their estimates of the number of options that are
expected to vest based on the non-market vesting conditions. It recognises the
impact of the revision to original estimates, if any, in the Consolidated
Statement of Comprehensive Income or equity as appropriate, with a
corresponding adjustment to the share-based payment reserve or warrant reserve
in equity.
When the warrants or options are exercised, the Company issues new shares. The
proceeds received, net of any directly attributable transaction costs, are
credited to share capital (nominal value) when the warrants or options are
exercised.
2.18 Finance income and expense
Finance income and finance costs are recognised using the effective interest
rate method.
3. Financial Risk Management
3.1 Finance Risk Factors
The Group's activities expose it to a variety of financial risks being market
risk (including, interest rate risk, currency risk and price risk), credit
risk and liquidity risk. The Group's overall risk management programme focuses
on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group's financial performance.
Market Risk
Market risk is the risk that the Group's future earnings will be adversely
impacted by changes in market prices. Market risk for Alien Metals comprises
two types of risk: foreign currency risk and price risk.
(a) Foreign currency risks
The Group's operational and head office expenditure is predominantly in
Australian dollars. The Group is therefore exposed to the movement in exchange
rates for these currencies. The Group does not currently hedge foreign
exchange risk.
At the yearend most the Group's cash resources were held in Australian
dollars. The Group therefore also has downside exposure to any strengthening
of United States dollar and pounds sterling against the Australia dollar as
this would increase expenses in Australian dollar terms and accelerate the
depletion of the Group's cash resources. Any weakening of United States
dollar, or pounds sterling against the Australian dollar would, however,
result in a reduction in expenses in Australian dollar terms and preserve the
Group's cash resources.
The carrying amounts of the Group's foreign currency denominated financial
assets and monetary liabilities at the reporting date are as follows:
Liabilities Assets
2024 2023 2024 2023
'000 '000 '000 '000
Pounds sterling 310 168 207 298
Australian dollars 451 546 157 554
Sensitivity Analysis
The Group holds cash in pounds sterling and Australian dollars to settle
accounts payable balances derived in those currencies. The main risk is
through foreign exchange fluctuations in companies where the cash balances are
held in a currency that is different to the functional currency.
Exposure to foreign currency risk sensitivity analysis:
Against A$
US$'000
10% strengthening in the United States dollar (47)
10% weakening in the United States dollar 47
A 10% variation is considered an appropriate level of sensitivity given recent
levels of foreign exchange volatility.
(b) Price risk
The price risk is the risk that the Group's future earnings will be adversely
impacted by changes in the market prices of commodities. Given the Group has
yet to enter production it is not possible to quantify this impact at this
stage.
(c) Interest rate risk
Interest rate risk is the risk that the value of a financial instrument or
cash flows associated with the instrument will fluctuate due to changes in
market interest rates. Interest rate risk arises from interest bearing
financial assets and liabilities that the Group uses. Treasury activities take
place under procedures and policies approved and monitored by the Board to
minimise the financial risk faced by the Group. Interest bearing assets
comprise cash and cash equivalents which are considered short-term liquid
assets. No sensitivity analysis has been disclosed as management does not
consider any reasonable fluctuation in interest rates to be sufficiently
material to disclose as there are no variable interest-bearing loans and
interest income is only from cash held with banks.
3.1 Finance Risk Factors
Credit Risk
Credit risk arises from cash and cash equivalents as well as outstanding
receivables. Management does not expect any losses from non-performance of
these receivables.
The amount of exposure to any individual counter party is subject to a limit,
which is assessed by the Board. No credit limits were exceeded during the
reporting period, and management does not expect any losses from
non-performance by these counterparties.
The Group considers the credit ratings of banks in which it holds funds to
reduce exposure to credit risk.
Liquidity Risk
The Company's approach to managing liquidity risk is to ensure that it will
have sufficient liquidity to meet liabilities when due. The directors
regularly review cash flow forecasts to determine whether the Group has
sufficient cash reserves to meet future working capital requirements and
discretionary business development opportunities including exploration
activities.
As at 31 December 2024, the Company had cash and other receivables of $361,000
to settle accounts payable of $754,000. The Company's accounts payable have
contractual maturities of less than 30 days and are subject to normal trade
terms. In the short-term, liabilities will be funded by cash.
The Group's assets are at an early stage and to meet financing requirements
for their development the Company has raised funds by way of several share
placements, which is a common practice for junior mineral exploration
companies.
Although the Company has been successful in the past in raising equity
finance, there can be no assurance that the funding required by the Group will
be made available to it when needed or, if such funding were to be available,
that it would be offered on reasonable terms. The terms of such financing
might not be favourable to the Group and might involve substantial dilution to
existing shareholders.
3.2 Capital Risk Management
The Group's objective when managing capital is to safeguard the Group's
ability to continue as a going concern and have access to adequate funding for
its exploration and development projects, so that it can provide returns for
shareholders and benefits for other stakeholders. The Group manages the
capital structure and adjusts according to changes in economic conditions and
risk characteristics of the underlying assets. To maintain or adjust the
capital structure the Group may issue new shares, acquire debt, or sell
assets. Management regularly reviews cash flow forecasts to determine whether
the Group has sufficient cash reserves to meet future working capital
requirements and to take advantage of business opportunities.
4. Critical Accounting Estimates and Judgements
The preparation of the Group Financial Statements in conformity with IFRSs
requires Management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the Financial Statements and the reported amount of
expenses during the year. Actual results may vary from the estimates used to
produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are
not limited to:
Recognition and Impairment of exploration and evaluation costs
Exploration and evaluation costs had a carrying value on 31 December 2024 of
$16,435,000 (2023: $16,593,000): refer to Note 8 for more information. During
the year no asset acquisitions were recognised (2023: $21,000). The Group has
a right to renew exploration permits and the asset is only depreciated once
extraction of the resource commences. Management tests annually whether
exploration projects have future economic value in accordance with the
accounting policy stated in Note 2.7.
Each exploration project is subject to an annual review by either a consultant
or senior company geologist to determine if the exploration results returned
during the year warrant further exploration expenditure and have the potential
to result in an economic discovery. This review takes into consideration the
expected costs of extraction, long term metal prices, anticipated resource
volumes and supply and demand outlook. If a project does not represent an
economic exploration target and results indicate there is no additional
upside, a decision will be made to discontinue exploration.
Fair value of assets acquired
During a prior year the group acquired interests in different projects and
these acquisitions did not fall within the scope of IFRS 3 but rather IFRS 6.
As a result, these assets acquired were required to initially be recognised as
fair value. The Directors assessed the fair value of all project interests
acquired as being equal to the fair value of the consideration to acquire said
interests in projects.
4. Critical Accounting Estimates and Judgements (continued)
Fair value of financial liabilities
During the previous year the Group signed a convertible loan note agreement
with an embedded derivative and warrants which were measured at fair value.
The agreement was cancelled during the current year as part of the Group's
refinancing arrangements, and a new convertible loan note agreement, also
containing an embedded derivative and warrants measured at fair value was
entered into. In accordance with IFRS9 - Financial Instruments, the Group
assessed whether the new convertible note constituted a modification or
required derecognition of the original financial liability. Based on this
assessment, it was concluded that the changes represented an extinguishment
and cancellation of the prior year's convertible loan note, resulting in the
derecognition of the original liability and the recognition of a new financial
liability. Refer note 14 for further details.
Share based payment transactions
The Group has made awards of shares, options and warrants over its unissued
share capital to certain Directors and employees as part of their remuneration
package. Certain warrants have also been issued to shareholders as part of
their subscription for shares and to suppliers for various services
received. In some instances, shares have also been issued to suppliers in
settlement of outstanding liabilities for goods or services provided.
The valuation of these options and warrants involves making several critical
estimates relating to price volatility, future dividend yields, expected life
of the options and forfeiture rates. These assumptions have been described in
more detail in Note 17.
5. Segment Information
As at 31 December 2024, the Group operates in two geographical areas, the UK
and Australia. Activities in the UK are mainly administrative in nature whilst
activities in Australia relate to exploration and evaluation work. The reports
used by the chief operating decision maker are based on these geographical
segments.
The Group generated no other income during the year ended 31 December 2024
(2023: $9,000).
2024 Australia Mexico UK Total
$'000 $'000 $'000 $'000
Administrative expenses (393) - (1,027) (1,420)
Other losses (30) - (47) (77)
Operating loss from continued operations per reportable segment (423) - (1,074) (1,497)
Reportable segment assets 16,866 - 325 17,191
Reportable segment liabilities (438) - (1,038) (1,476)
Reportable segment net assets/(net liabilities) 16,428 - (713) 15,715
Segment assets and liabilities are allocated based on geographical location.
2023 Australia Mexico UK Total
$'000 $'000 $'000 $'000
Administrative expenses (870) (1) (1,841) (2,712)
Other losses (557) (140) (456) (1,153)
Other gains - - 178 178
Operating loss from continued operations per reportable segment (1,427) (141) (2,119) (3,687)
Reportable segment assets 15,290 - 2,729 18,019
Reportable segment liabilities (544) - (779) (1,323)
Reportable segment net assets 14,746 - 1,950 16,696
6. Expenses and Income by Nature
Group
2024 2023
$'000 $'000
Directors' fees (note 20) 297 342
Employee wages and salaries (note 19) 4 864
Fees payable to the Company's auditors for the audit of the consolidated 89 62
financial statements
Professional, legal and consulting fees 768 1,013
Insurance 38 71
Office and administrative expenses 94 185
Depreciation 26 52
Travel and subsistence 14 194
Share option expense 64 147
Other expenses - 190
Foreign exchange movement 28 (408)
Total administrative expenses 1,420 2,712
Impairment - Exploration and evaluation assets - 794
Exploration and evaluation assets written off 10 -
Impairment - Other net assets - 140
Net fair value loss on derecognition of convertible note 40 -
Loss on initial recognition of convertible note - 198
Other 27 21
Other losses 77 1,153
- 131
Gain on revaluation of convertible note derivative
Other - 47
Other gains - 178
7. Taxation
2024 2023
$'000 $'000
Loss before tax from continued operations (1,556) (3,721)
Tax at the UK tax rate of 25% (2023: weighted average
of 18.6%) (389) (713)
Non-deductible expenses 79 248
Timing differences (313) -
Tax losses utilised not previously brought to account 623 465
Income tax for the year - -
No charge to taxation arises due to the losses incurred.
The Group has accumulated tax losses of approximately $35,379,000 (2023:
$32,887,000) available to carry forward against future taxable profits.
Under IFRS, a net deferred tax asset has not been recognised due to the
uncertainty as to the amount that can be utilised. No adjustments are required
in respect of the subsidiaries.
8. Intangible assets
Group
Exploration & Evaluation Assets at Cost and Net Book Value 2024 2023
$'000 $'000
Balance as at 1 January 16,593 15,639
Additions 1,268 1,708
Asset acquisitions - 21
Impairment (10) (794)
Foreign exchange differences (1,416) 19
As at 31 December 16,435 16,593
Exploration costs relate to the initial acquisition of the licences and
subsequent exploration expenditure incurred in evaluating the projects. Asset
acquisitions related to the assets of Mallina Exploration Pty Ltd (West
Hancock/Mallina), a subsidiary of the Group also granted a 2% gross revenue
royalty to the seller of any iron ore produced from the tenement.
In accordance with IFRS 6, the Directors undertook an assessment of the
following areas and circumstances which could indicate the existence of
impairment:
• The Group's right to explore in an area has expired or will expire
in the near future without renewal.
• No further exploration or evaluation is planned or budgeted for.
• A decision has been taken by the Board to discontinue exploration
and evaluation in an area due to the absence of a commercial level of
reserves.
• Sufficient data exists to indicate that the book value may not be
fully recovered from future development and production.
As a result of the review, the Directors concluded no impairment for the year
ended 31 December 2024 (2023: $794 thousand).
9. Assets under Construction
Group
2024 2023
$'000 $'000
Balance as at 1 January 455 455
Disposals (55) -
Foreign exchange differences (39) -
As at 31 December 361 455
Mining plant equipment, recertification costs and the related transport costs
capitalised as a Mining asset in A.C.N 643 478 371 Pty Ltd in relation to
the headframe and associated equipment for the Elizabeth Hill Silver mine.
During the year ended 31 December 2024, obsolete equipment was sold for
$34,000.
10. Right-of-use Assets and Lease Liability
At the reporting date, the Group had no properties under lease agreement
following the closure of its office in Western Australia.
Right of use asset
Group
2024 2023
$'000 $'000
Balance as at 1 January 24 17
Additions - 55
Disposals (3) -
Amortisation (17) (48)
Foreign exchange differences (4) -
As at 31 December - 24
10. Right-of-use Assets and Lease Liability (continued)
Lease liability
Group
2024 2023
$'000 $'000
Balance as at 1 January 26 17
Additions - 55
Rental payments (22) (46)
Loss on cancellation of lease (5) -
Foreign exchange differences 1 -
As at 31 December - 26
11. Trade and Other Receivables
VAT and GST Receivable 113 125
Other financial assets 8 -
Other receivables 24 129
Prepayments 26 7
As at 31 December 171 261
Trade and other receivables are all due within one year. The fair value of all
receivables is the same as their carrying values stated above. These assets,
together with cash and cash equivalents, form the financial assets of the
Group.
The carrying amount of the Group's trade and other receivables are denominated
in the following currencies:
Group
2024 2023
$'000 $'000
UK Pounds 72 171
Australian Dollars 99 90
As at 31 December 171 261
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable mentioned above. The Group does not hold any
collateral as security. All trade and other receivables are considered fully
recoverable and performing.
12. Cash and Cash Equivalents
Group
2024 2023
$'000 $'000
Cash at bank and in hand 224 676
13. Trade and Other Payables
Trade payables 523 591
Accrued expenses and other payables 232 135
As at 31 December 755 726
The carrying amount of the Group's trade and other payables are denominated in
the following currencies:
UK Pounds 310 207
US Dollars 6 -
Australian Dollars 439 519
As at 31 December 755 726
14. Convertible Note
Liability - Host 675 500
Liability - Derivative 33 71
Total 708 571
The convertible note agreement, originally executed in July 2023, was formally
cancelled on 1 April 2024 pursuant to a Deed of Variation entered into on that
date.
Under the terms of a new drawdown facility (of A$2 million) established in
March 2024, A$1.1 million was made available to the Company. This amount was
allocated as follows:
· A$0.9 million applied to the repayment of the outstanding balance
under the July 2023 convertible note agreement.
· A$0.1 million used to cover establishment and commitment fees
relating to both the July 2023 and the new 2024 facility.
Following these allocations, the July 2023 facility was considered fully
repaid. The remaining A$0.1 million was subsequently received by the
Company. The cancellation resulted in a loss of $37,000 recognised in profit
or loss for the year ended 31 December 2024.
The initial fair value of the new liability portion of the convertible notes
was determined using a market interest rate for an equivalent non-convertible
note at the issue date. The liability is subsequently measured on an
amortised cost basis until extinguished on conversion or maturity. The
convertible notes include a derivative liability, which represents the value
of the option to convert the notes to ordinary shares of the Company.
The financial liability component is measured at amortised cost, while the
embedded derivative is measured at fair value through profit or loss. The
financial liability component was initially recognised at its fair value,
which was determined to be $601,000. The financial liability is subsequently
amortised using the effective interest method. The carrying amount of the
financial liability is $675,000.
The embedded derivative is remeasured at each reporting date, with changes in
fair value recognised in profit or loss. As of 31 December 2024, the fair
value of the embedded derivative was $33,000.
The fair value of the embedded derivative was determined using the Monte Carlo
Simulation, which involved significant judgement and estimation provided by an
external consultant. Refer to note 17 for the key assumptions in valuing the
conversion features.
15. Share Capital and Share Premium
The Company is authorised to issue an unlimited number of common shares of no
par value.
Issued share capital
Group Ordinary shares
Number of shares Amount in $
2024 2023 2024 2023
$'000 $'000
Balance on 1 January 6,361,794,174 5,324,836,801 82,097 79,586
Issue of fully paid shares for cash 1,142,121,212 1,000,000,000 1,895 2,545
Issue of fully paid shares on conversion
of options - 10,642,373 - 33
Issue of fully paid shares in lieu of fees 6,000,000 26,315,000 15 61
Capital raising costs - - (159) (128)
At 31 December 2024 7,509,915,386 6,361,794,174 83,848 82,097
Ordinary shares entitle the holder to participate in dividends and the
proceeds on the winding up of the company in proportion to the number of and
amounts paid on the shares held. The fully paid ordinary shares have no par
value, and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each share shall have one vote.
16. Other Reserves
Group
2024 2023
$'000 $'000
Foreign currency translation reserve (1,125) 279
Options reserve 730 854
Share-based payments reserve 20 -
458 834
Warrant reserve
The foreign currency translation reserve represents the effect of changes in
exchange rates arising from translating the Financial Statements of subsidiary
undertakings into the Company's presentational currency. The options reserve
arises on the grant of options to directors, employees and other eligible
persons under the share option plan. The share-based payments reserve includes
amounts recognised in connection with agreements to settle liabilities through
the issue of shares in lieu of payment. When such transactions occur, the
fair value of the shares issued is recorded in this reserve, reflecting the
extinguishment of the liability through an equity-settle share-based payment
arrangement. The share-based payments reserve will be transferred to capital
once the shares are issued. The warrants reserve arises on the issue of
warrants. Refer to Note 17 for further information.
17. Share-based Payments
Share options outstanding at 31 December 2024 have the following expiry dates
and exercise prices:
Number
Grant date Expiry date Exercise price in £ per share 2024 2023
2019 28-Mar-24 0.0025 - 12,342,509
2019 28-Mar-24 0.0022 - 3,000,000
2019 28-Mar-24 0.0030 - 3,000,000
2019 28-Mar-24 0.0045 - 4,000,000
2021 21-Oct-24 0.0100 - 10,000,000
2021 21-Oct-24 0.0115 - 10,000,000
2021 21-Oct-24 0.0145 - 15,000,000
2022 26-Sep-26 0.0080 67,500,000 77,500,000
2022 26-Sep-26 0.0100 67,500,000 85,000,000
2022 26-Sep-26 0.0120 75,000,000 95,000,000
2022 26-Sep-26 0.0140 75,000,000 87,500,000
2023 31-Jul-27 0.0072 10,000,000 22,500,000
2023 31-Jul-27 0.0090 15,000,000 30,000,000
2023 31-Jul-27 0.0108 20,000,000 37,500,000
2023 31-Jul-27 0.0126 20,000,000 40,000,000
Total 350,000,000 532,342,509
During the year, 60,000,000 options issued to past directors on 26 September
2022 lapsed on resignation. A further 130,000,000 options issued to a
director on 7 July 2023 also lapsed on resignation.
Warrants outstanding at 31 December 2024 have the following expiry dates and
exercise prices:
Grant date Expiry date Exercise price in £ per share Number
Number 2024 2023
2021 17-Nov-24 0.085 - 23,529,401
2022 14-Sept-25 0.0025 7,200,000 7,200,000
2022 31-Dec-25 0.0025 100,000,000 100,000,000
2023 1-Jul-26 0.005198 - 10,000,000
2023 1-Jul-24 - 250,000
2023 1-Jul-26 - 250,000
2023 17-Aug-26 0.0020 43,816,404 -
2024 01-Apr-27 0.00168 25,000,000 -
Total 176,016,404 141,229,401
Note 1: During the year, commitment and conversion warrants were issued in
relation to the new convertible loan note. The number of warrants to be issued
depends on the number of notes converted to shares at a future date.
The estimate of the fair value of the share warrants is measured using the
Black & Scholes model while the shares conversion feature and conversion
warrants by the Monte Carlo Simulation (MSC) model.
17. Share-based Payments (continued)
The key inputs and assumptions in determining the fair value of the Commitment
Warrants are summarised below:
Commitment
warrants
Granted on: 01-Apr-2024
Underlying share price (pence) 0.13
Exercise price (pence) 0.1675
Life (months) 36
Risk free rate 4.121%
Dividend yield -
Expected volatility 75%
Number of warrants / shares 25,000,000
Concluded value per warrant (pence) 0.059
Total fair value (£) 14,640
The key inputs and assumptions in determining the fair value of the Conversion
Warrants are summarised below:
Valuation Date 01-Apr-2024 31-Dec-2024
Underlying share price (pence) 0.13 0.085
Calculated using MSC methodology for each simulation Calculated using MSC methodology for each simulation
Conversion Price A$ 0.0021 0.00216
Number of shares 594,976,114 606,987,161
Term (months) 21 21
Risk-free rate (from valuation date to
31 December 2025 4.232% 4.676%
Dividend Yield - -
Volatility 75% 80%
Concluded value of conversion right (£) 4,127 3,842
The key inputs and assumptions in determining the fair value of the Conversion
Warrants are summarised below:
Valuation Date 01-Apr-2024 31-Dec-2024
Underlying share price (pence) 0.13 0.085
Calculated using MSC methodology for each simulation Calculated using MSC methodology for each simulation
Exercise Price Calculated using MSC methodology for each simulation Calculated using MSC methodology for each simulation
Term (months) 36 36
Risk-free rate (forward rate for 36
Months from 31 December 2025) 4.232% 4.676%
Dividend Yield - -
Volatility 75% 80%
£ / A$ exchange rate 1.9354 2.0230
£ / A$ volatility 8% 8%
Number of warrants 594,976,114 606,987,161
Concluded value of conversion right (£) 21,880 22,600
17. Share-based Payments (continued)
The movement of share options for the year to 31 December 2024 is shown below:
2024 2023
Number Weighted average exercise price (£) Number Weighted average exercise price (£)
As at 1 January 532,342,509 0.0100 472,984,882 0.0100
Granted - - 130,000,000 0.0106
Exercised - - (10,642,373) 0.0100
Expired (182,342,509) 0.0101 (60,000,000) 0.0050
Outstanding as at 31 December 350,000,000 0.0110 532,342,509 0.0100
Exercisable at 31 December 317,500,000 0.0100 57,342,509 0.0100
At the reporting date, the weighted average remaining contractual life of
options outstanding at year end was 1.89 years.
The movement of warrants for the year to 31 December 2024 is shown below:
2024 2023
Number Weighted average exercise price (£) Number Weighted average exercise price (£)
As at 1 January 141,229,401 0.004 170,162,516 0.004
Granted 68,816,404 0.0019 10,000,000 0.0052
Granted - - 500,000 Variable
Expired (34,029,401) 0.0074 (39,433,115) 0.0068
Outstanding as at 31 December 176,016,404 0.002 141,229,401 0.004
Exercisable at 31 December 151,016,404 0.002 140,729,401 0.004
At the reporting date, the weighted average remaining contractual life of
options outstanding at year end was 1.30 years.
The total fair value charged to the statement of comprehensive income for the
year ended 31 December 2024 and included in administrative expenses was
$148,000 (2023: $216,000).
18. Net Finance Charges
Group
2024 2023
$'000 $'000
Finance charges (64) (42)
Interest income 5 8
(59) (34)
19. Employees
Group
Staff costs (excluding Directors) 2024 2023
$'000 $'000
Salaries and wages 203 760
Social security costs - 34
Pensions / Superannuation 19 70
Other employee related expenses 2 -
224 864
Expensed in intangible assets 220 -
Expensed in administration expenses (employee wages and salaries) 4 864
224 864
The average monthly number of employees during the year was 2 (2023: 4).
20. Directors' Remuneration
Short-term Share-based Total
employee benefits Payments
2024 $'000 $'000 $'000
Executive Directors
G Robertson 77 - 77
Non-Executive Directors
E Henson 64 84 148
R Mosig 49 - 49
Former Directors
A Vorster * 23 - 23
213 84 297
2023
Executive Directors
G Robertson 44 - 44
R McIllree 37 - 37
Non-Executive Directors
A Vorster 61 61 122
E Henson 26 61 87
D Smith 37 - 37
J Battershill 5 - 5
M C Culbert 10 - 10
220 122 342
* 65,000,000 options issued to A Vorster during the previous year were
cancelled following his resignation on15 March 2024 resulting in a credit of
$61,000 reversed through profit of loss.
21. Loss per Share
The calculation of the total basic losses per share of 0.0225 pence (2023:
loss 0.065 pence) is based on the losses attributable to equity owners of the
group of $1,556,000 (2023: $3,721,000) and on the weighted average number of
ordinary shares of 6,920,407,521 (2023: 5,728,076,556) on issue during the
year.
In accordance with IAS 33, basic and diluted earnings per share are identical
as the effect of the exercise of share options or warrants would be to
decrease the loss per share.
22. Commitments
Work program commitment
As at 31 December 2024, Alien Metals owned 16 mineral exploration licenses in
Australia. The minimum annual spend requirements are as follows:
Other Total minimum
Licence minimum spend spend
fees requirements requirements
$'000 $'000 $'000
Less than 1 year 60 219 279
1 to 5 years 220 709 929
Total 1,525
23. Related Party Transactions
Transactions with key management personnel
During the year ended 31 December 2024, the Company did not enter transactions
with Directors other than Director's remuneration outlined in note 20.
24. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
25. Events after the Reporting Date
On 23 April 2025, the Company issued 68,443,000 shares in settlement of
invoices in the amount of £57,635 for advisory services.
On 19 May 2025, West Coast Silver Limited (WCE) (previously Errawarra
Resources Limited (ERW)) shareholders approved the acquisition of 70% of the
Elizabeth Hill Silver Project and Silver Mineral Rights in respect of the
Pinderi Hills Project held by the Company's subsidiaries Alien Metals
Australia Pty Ltd (Alien Metals) and A.C.N. 643 478 371 Pty Ltd.
Consideration payable to Alien Metals is:
(a) A$ 500,000 cash consideration (now received)
(b) The receipt of 44,500,000 WCE Consideration Shares
The Company subsequently sold 14,000,000 WCE shares for A$378,000
(US$242,000), which funds have been received.
The remaining 30,500,000 Consideration Shares will be subject to escrow for a
period of:
(a) 6 months from the date of issue on 50% of the Consideration Shares;
and
(b) 12 months from the date of issue on 50% of the Consideration Shares
Full terms and conditions of the above agreement were announced to the market
on 24 March 2025.
On 22 May 2025, the Company announced a placing of 1,250,000,000 new common
shares at 0.08 pence per share, raising £1,000,000 before costs.
416,666,666 warrants were issued to subscribers based on one warrant for
every three new shares subscribed. Each warrant entitles the holder to
subscribe for one additional common share at an exercise price of 0.12 pence,
exercisable for a period of 12 months from the date of issuance. Net funds
were received on 2 June 2025.
Other than as noted above, there were no matters or circumstances that have
arisen since the end of the financial year, other than those outlined above,
that have significantly affected or may significantly affect the operations of
the Company, the results of those operations, or state of affairs in future
financial years.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR KZLBLEQLXBBFRecent news on Alien Metals
See all newsREG - Alien Metals Limited - Transformational Exploration Target at Hancock
AnnouncementREG - Alien Metals Limited - FY24 Results Ended 31 December 2024
AnnouncementREG - Alien Metals Limited - Shallow High-Grade Silver Mineralisation at EH
AnnouncementREG - Alien Metals Limited - Fieldwork Restart at Hancock and Drilling at EH
AnnouncementREG - AIM - AIM Notice - 30/05/2025
Announcement