9 June 2026

 

Alien Metals Ltd

("Alien Metals" or "the Company")

 

Financial Results for the Year Ended 31 December 2025

Alien Metals Ltd (AIM:UFO), a minerals exploration and development company, announces its audited financial results for the year ended 31 December 2025.

 

The Company's Annual Report for the year ended 31 December 2025 is set out below and is being sent to shareholders. It will also be available shortly on the Company's website: www.alienmetals.uk.

 

Highlights

·    Transformational year with execution of strategic joint ventures at the Elizabeth Hill Silver Project and Munni Munni PGM Project, significantly reducing funding requirements while retaining substantial exposure to future exploration and development upside

 

·    Elizabeth Hill joint venture completed with West Coast Silver Limited (ASX: WCE), with Alien receiving A$500,000 cash and 44.5 million West Coast Silver shares, and retaining a 30% free-carried interest through to a decision to mine

 

·    Post transaction drilling at Elizabeth Hill delivered exceptional high-grade silver results and supported an inaugural JORC 2012 Mineral Resource Estimate of 141,000t @ 617g/t Ag for 2.8Moz contained silver

·    Hancock Iron Ore Project continues to demonstrate strong development potential, supported by an existing JORC Resource of 8.4Mt @ 60% Fe, an expanded Exploration Target of 12Mt to 27Mt grading 58% to 62% Fe and robust Development Study economics

 

·    Alien entered 2026 with exposure to a diversified portfolio of silver, iron ore, platinum group metals, copper, nickel and gold assets, funded work programmes across partnered projects and ongoing strategic discussions regarding advancement of the iron ore portfolio

 

·    Munni Munni joint venture with GreenTech Metals Limited (ASX: GRE) completed in February 2026, with Alien receiving A$500,000 cash and 47 million GreenTech Metals shares, and retaining a 30% free-carried interest through to completion of a bankable feasibility study

 

Bruce Garlick, Chairman of Alien Metals, commented:

 

"2025 was a transformational year for Alien Metals, with the completion of two strategic joint ventures that I believe significantly strengthened the Company's position whilst reducing funding requirements and retaining substantial future upside. The rapid advancement of Elizabeth Hill and Munni Munni by our joint venture partners has reinforced the quality of these assets, while Hancock continues to demonstrate the potential to become a highly attractive Pilbara iron ore development opportunity. We believe Alien entered 2026 with strong momentum, a diversified commodity portfolio and multiple pathways to unlock further shareholder value."

 

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

 

Alien Metals Limited

Bruce Garlick

Email: [email protected]

 

Strand Hanson (Financial and Nominated Adviser)

James Harris / James Dance / Edward Foulkes

Tel: +44 (0) 207 409 3494

 

Turner Pope (Broker)

Andy Thacker / Guy McDougall

Tel: +44 (0) 203 657 0050

 

IFC Advisory (Financial PR and Investor Relations)

Tim Metcalfe / Graham Herring / Zach Cohen

Tel: +44 (0) 203 934 6632

 

Note: Unless otherwise stated, all $ figures in this announcement are expressed in US dollars unless otherwise stated

 

 

CHAIRMAN'S STATEMENT

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 2025 ("FY2025").

 

FY2025 represented a transformational year for the Company, marked by the successful execution of two joint venture transactions in respect of the Elizabeth Hill Silver Project and the Munni Munni platinum-palladium copper-nickel project. These transactions were undertaken to unlock value from the Company's portfolio while reducing funding commitments and retaining meaningful long-term exposure to further exploration success, resource growth and future development outcomes.

 

I believe these transactions materially strengthened the Company's strategic position by bringing in technically capable and well-funded partners to accelerate development activity across key projects, whilst significantly reducing Alien's direct funding requirements.

 

At Elizabeth Hill the joint venture with West Coast Silver Limited (ASX:WCE) ("West Coast Silver" or "WCE") resulted in Alien retaining a 30% interest in the project, free carried for further exploration expenditure through to a decision to mine, whilst also receiving A$500,000 in cash and 44,500,000 shares in WCE.

 

Since the completion of the transaction the project has advanced rapidly with West Coast Silver reporting an inaugural JORC 2012 compliant Mineral Resource Estimate for Elizabeth Hill of 141,000 tonnes at 617 g/t silver, containing 2.8 million ounces of silver. Importantly, the success of the 2025 drilling campaigns demonstrated that mineralisation extends materially beyond the historical workings and remains open along strike and at depth, reinforcing management's view that Elizabeth Hill has the potential to evolve into a significantly larger high-grade silver system. Alien retains direct exposure not only through its 30% retained project interest, but also through its substantial equity holding in WCE, providing additional leverage to future exploration and development success.

 

The Munni Munni joint venture with GreenTech Metals Limited (ASX:GRE) ("GreenTech") similarly represented a highly positive strategic outcome for the Company. Through the transaction Alien received A$500,000 in cash, 47 million GreenTech shares and a retained 30% interest in the project, free carried through to completion of a bankable feasibility study.

 

Munni Munni is one of Australia's most significant undeveloped platinum group metals ("PGM") systems and provides Alien with exposure to a strategic suite of commodities including platinum, palladium, rhodium, gold, copper and nickel. I believe the project is exceptionally well positioned, in particular against the backdrop of increasing long-term global demand for critical minerals and battery-related metals.

 

The speed with which GreenTech commenced drilling and technical programmes following execution of the transaction has reinforced our confidence in the partnership. Work undertaken since completion has included substantial drilling programmes, twin-hole validation drilling, metallurgical work and preparations for the re-estimation of the historic resource to JORC 2012 standards. The broader Munni Munni district also continues to demonstrate significant exploration upside across multiple reef systems and structural corridors.

 

The Company is encouraged by the quality, technical capability and funding position of both West Coast Silver and GreenTech. The joint venture structures established during 2025 allow Alien shareholders to retain substantial exposure to exploration and development upside across both Elizabeth Hill and Munni Munni, whilst materially reducing near-term capital requirements and funding risk for the Company.

 

Alongside these strategic transactions, Alien's iron ore projects, including Hancock, Brockman and Vivash, continued to advance and remain an important part of the Company's portfolio.

 

The Hancock Iron Ore Project, located in the central Pilbara region of Western Australia, continues to demonstrate the characteristics of a potentially valuable near-term development asset. Hancock benefits from a combination of high-grade iron ore mineralisation, low forecast strip ratios, direct access to established transport infrastructure and proximity to Port Hedland, one of the world's premier bulk commodity export hubs.

 

During 2025, the Company significantly expanded the Hancock project footprint through the grant of additional tenements, increasing the project area by more than 50%. Subsequent fieldwork and technical studies supported the definition of a materially expanded Exploration Target of between 12Mt and 27Mt grading between 58% and 62% Fe, highlighting the broader scale potential of the project beyond the current JORC Mineral Resource of 8.4Mt at 60% Fe.

 

The Board believes Hancock compares favourably with many emerging Pilbara iron ore development opportunities due to its combination of grade, scale, infrastructure access and relatively low anticipated development capital intensity. The February 2024 Development Study continued to underpin the project during the year, demonstrating robust project economics including a forecast NPV10 of A$146 million and IRR of 133%.

 

Importantly, the Board believes Hancock remains well positioned within a supportive long-term iron ore market environment. While short-term commodity price volatility remains a feature of global markets, long-term demand for Pilbara direct shipping ore continues to be underpinned by Asian steel production, infrastructure investment and the ongoing requirement for secure supply from Tier 1 mining jurisdictions.

 

The Company therefore continued to advance discussions with a number of strategic parties during the year regarding potential funding, development and partnership opportunities in relation to Hancock and the broader iron ore portfolio. I believe these discussions validate the quality of the Company's iron ore assets and their strategic position within the Pilbara region.

 

In addition to Hancock, Alien continued to progress exploration activities at both Brockman and Vivash, where work programmes confirmed further high-grade iron ore potential. At Brockman, rock chip sampling returned grades of up to 65% Fe, supporting the prospectivity for both direct shipping ore and Canga-style mineralisation. At Vivash, the project's proximity to major existing Pilbara iron ore operations and infrastructure continues to enhance its strategic potential.

 

Conclusion

 

I believe Alien's diversified commodity exposure is a significant strength of the Company. Through its retained interests and equity holdings, Alien now has meaningful exposure to a diversified portfolio of strategic commodities, including silver, copper, platinum, palladium, nickel and iron ore across multiple projects and development stages.

 

The strategic repositioning undertaken during 2025 has significantly reduced the Company's direct funding burden whilst preserving substantial upside exposure. I believe Alien now has a stronger platform from which to pursue value realisation opportunities, strategic transactions and further project advancement across the portfolio.

Alien entered 2026 with positive momentum, funded work programmes across its key partnered assets, increasing technical validation of its projects and continued engagement with strategic counterparties.

 

On behalf of the Board, I would like to thank our shareholders for their continued support during what has been a transformational and strategically important year for the Company.

 

Bruce Garlick

Executive Chairman

8 June 2026

 

 

OPERATING AND FINANCIAL REVIEW

REVIEW OF OPERATIONS

Exploration and development activities during FY2025 were focused on advancing the Company's portfolio through a combination of strategic joint ventures, targeted drilling programmes and value realisation initiatives across its assets in the Pilbara region of Western Australia.

 

Silver Project

Elizabeth Hill Joint Venture (30% Alien; 70% West Coast Silver)

The Elizabeth Hill Silver Project is located approximately 70km south of Karratha in the Pilbara region of Western Australia, within the Pinderi Hills project area and proximal to the historic high-grade Elizabeth Hill silver mine.

 

The project was advanced significantly during 2025 following the execution of the joint venture with West Coast Silver Limited, establishing a capital-light pathway to accelerate exploration while retaining exposure to upside.

 

On 24 March 2025, the Company entered into a joint venture and partial sale agreement comprising the transfer of a 70% interest in the Elizabeth Hill Mining Lease (M47/342) and associated silver rights. Consideration included A$500,000 in cash and 44.5 million WCE shares, with Alien retaining a 30% free-carried interest through to a decision to mine.

 

Following completion, WCE commenced an extensive drilling campaign in May 2025. Initial diamond drilling (~1,500m) delivered exceptional high-grade silver results, confirming the presence of a robust mineralised system. Key intercepts included:

 

·    21m @ 1,047g/t Ag (including 1m @ 15,071g/t Ag); and

 

·    15m @ 723g/t Ag.

 

Subsequent drilling programmes during July and August 2025 confirmed strong continuity of mineralisation and returned bonanza-grade results of up to 10,049g/t Ag. These results demonstrated that mineralisation extends beyond historical workings and remains open along strike and at depth.

 

A second phase of drilling commenced on 9 October 2025 targeting near-surface and down-plunge extensions, supported by electromagnetic and magnetic surveys to refine targeting.

 

Regional exploration was further advanced through an air core drilling programme commencing on 13 November 2025 (~2,500m), which identified additional near-mine and regional targets, highlighting the broader scale potential of the system.

 

Collectively, drilling throughout 2025 confirmed visible native silver mineralisation and demonstrated that Elizabeth Hill is a growing high-grade silver system with significant expansion potential.

 

The Elizabeth Hill deposit is historically recognised as one of Australia's highest-grade silver mines, having produced approximately 1.2Moz of silver at an average grade of 2,195 g/t Ag between 1998 and 2000. This historical production, combined with recent drilling results, demonstrates the high-grade nature of the mineralisation and the exploration potential scale of the system.

 

At the date of publication, Alien holds a 30% interest in Elizabeth Hill and holds 30.5 million shares in West Coast Silver (representing an 8.7% interest in the issued share capital of West Coast Silver).

 

Planned 2026 Activities:

Following the release of the inaugural JORC 2012 Mineral Resource Estimate for Elizabeth Hill of 141kt @ 617g/t Ag for 2.8Moz, West Coast Silver has outlined a Growth and Development Plan aimed at advancing the project toward near term, low-capex production. The 2026 programme includes up to 4,000m of RC drilling to test near-surface mineralisation extensions, up to 2,000m of diamond drilling to test down-dip and down-plunge targets, geophysical work near-mine exploration, metallurgical test work, mine planning, financial modelling and start-up costing. The work is intended to support resource conversion from Inferred to Indicated, resource expansion, a scheduled Q4 2026 MRE update and progression of the Elizabeth Hill Scoping Study.

 

PGE Project

Munni Munni Joint Venture (30% Alien; 70% GreenTech)

The Munni Munni Project is located approximately 80km south of Karratha in the West Pilbara region of Western Australia and hosts one of Australia's largest undeveloped platinum group metals (PGM) systems within a large layered mafic-ultramafic intrusion.

 

The project hosts a historical JORC (2004) resource of approximately 24Mt at 2.9g/t for 2.2Moz of PGM and gold, comprising palladium, platinum, gold and rhodium. The project was repositioned during 2025 through the execution of a strategic joint venture with GreenTech, providing a pathway to advance the project while retaining exposure to development upside.

 

A competent person has not undertaken sufficient work to classify the historical estimate as a current Mineral Resource and it should not be relied upon as such.

 

In December 2025, the Company entered into a joint venture agreement under which GreenTech acquired a 70% interest in the project with the option to divest an additional 10%. Alien retains a 30% free-carried interest through to completion of a bankable feasibility study. Consideration included $0.3 million in cash and 47 million GreenTech shares.

 

GreenTech subsequently completed a $2.8 million capital raising to fund exploration and technical work programmes, enabling rapid advancement of the project.

 

A Phase 1 drilling programme (~6,000m RC and diamond drilling) commenced in December 2025, focused on validating historical drilling and supporting conversion of the existing resource to JORC (2012) standards. Initial work has prioritised the Ferguson Reef, targeting both infill and step-out drilling to improve resource confidence and assess expansion potential.

 

In parallel, metallurgical and geological studies were initiated to support development scenarios, including assessment of both open pit and underground mining options.

 

The broader Munni Munni tenement package (~346km²) provides significant district-scale upside, with multiple targets identified across the intrusion for additional PGM, nickel and copper mineralisation, including structural corridors and parallel reef systems.

 

Planned 2026 Activities:

Assay results from the Phase 1 Munni Munni drilling programme have demonstrated thicker zones of PGE-Cu-Ni mineralisation across the Ferguson Reef, including shallow high-grade zones and broader copper-nickel mineralised envelopes. The results, together with twin-hole drilling and historic core resampling, are expected to support validation of the historic drilling database and the re-estimation of the Munni Munni Resource in accordance with the JORC Code 2012. Further work planned for 2026 includes ongoing exploration and drilling, metallurgical test work, and open pit and underground mining studies, aimed at advancing the project toward a development pathway and feasibility study.

 

Iron Ore Projects

Hancock Project

The Hancock Iron Ore Project is located approximately 20km northwest of Newman in the central Pilbara region of Western Australia, with direct access to the Great Northern Highway and established export infrastructure at Port Hedland (~300km north).

 

The project continued to advance toward development and potential value realisation during 2025 through a combination of tenement expansion, technical work programmes and strategic partner engagement.

 

On 9 April 2025, the Company strengthened its development capability with the appointment of an experienced project development team to assess development pathways and optimise project outcomes.

 

The project footprint was expanded following the grant of Exploration Licences E47/5157 and E47/5158 on 21 May 2025, increasing the total project area by more than 50% to approximately 63km².

 

Subsequent fieldwork, including mapping and rock chip sampling programmes recommenced in June 2025, supporting the definition of a significantly expanded Exploration Target. On 3 July 2025, an Exploration Target of 12-27Mt grading between 58% and 62% Fe was defined, highlighting the scale potential of the project beyond the existing 8.4Mt JORC Mineral Resource.

 

The February 2024 Development Study continues to underpin the project, demonstrating robust economics including a JORC Resource of 8.4Mt @ 60% Fe, NPV₁₀ of A$146 million, IRR of 133% and low initial capital requirements.

 

During the year, the Company progressed infrastructure, permitting and Native Title engagement activities in parallel with ongoing discussions with potential strategic and funding partners to advance development or pursue value realisation pathways.

 

Planned 2026 Activities:

Planned work programmes include targeted drilling to support resource conversion, mine planning and optimisation studies, alongside continued engagement with potential partners to progress the project toward development.

 

Brockman

The Brockman Project is located approximately 80km northwest of Tom Price in the Pilbara region of Western Australia and is prospective for high-grade direct shipping ore (DSO) iron mineralisation.

 

Exploration during 2025 focused on advancing drill-ready targets and confirming the potential for high-grade mineralisation within the Brockman Iron Formation. Rock chip sampling programmes returned grades of up to 65% Fe, supporting the prospectivity of both primary DSO and Canga-style mineralisation.

 

Heritage surveys and Program of Works approvals were completed, enabling progression to drill.

 

Planned 2026 Activities:

Initial drilling is planned to test priority targets, alongside continued geological work to refine and expand the target pipeline.

 

Vivash Gorge Project

The Vivash Gorge Project is located approximately 100km northeast of Tom Price in the Pilbara region of Western Australia, adjacent to Fortescue Metals Group's iron ore operations, with mineralisation interpreted to extend toward the Company's tenement.

 

Exploration during 2025 focused on geological interpretation, field reconnaissance and target generation, supported by technical studies. The proximity to established infrastructure within the Pilbara iron ore corridor enhances the project's development potential.

 

Planned 2026 Activities:

Planned work programmes include further geological assessment and preparation for drilling to define the extent and continuity of iron mineralisation.

 

Outlook

Looking ahead, Alien is well positioned following a transformational year of significant strategic progress, including execution of joint ventures at both Elizabeth Hill and Munni Munni, establishing a capital-light model to advance its key assets while retaining meaningful exposure to exploration and development upside.

 

At Elizabeth Hill, West Coast Silver announced an inaugural JORC 2012 Mineral Resource Estimate of 2.8Moz silver from 141,000t at 617g/t Ag, providing an initial Mineral Resource foundation for the project. Pit optimisation confirmed Reasonable Prospects for Eventual Economic Extraction within a compact open pit on a granted Mining Lease, while mineralisation remains open along strike and at depth, with further upside from near-mine and regional targets. Ongoing drilling and geophysics are expected to support resource conversion, potential resource growth and further economic studies during 2026, representing a key value catalyst for the Company. Importantly, this work is being funded by the joint venture partner WCE, allowing Alien to benefit from continued progress at no cost.

 

At Munni Munni, the joint venture with GreenTech provides a pathway to unlock the value of one of Australia's largest undeveloped PGM systems. The fully funded drilling programme commenced in late 2025 is expected to support resource upgrade and expansion, alongside metallurgical test work and development studies. With increasing global focus on critical minerals, the project is well positioned to attract further strategic interest as it advances toward feasibility.

 

Hancock remains a core asset with significant development potential, supported by a robust Development Study and an expanded exploration footprint. The Company continues to progress permitting, technical work and targeted exploration while actively engaging with strategic and funding partners to advance a value-maximising outcome.

 

Across the broader portfolio, exploration programmes at Brockman and Vivash are expected to progress drill targeting and further define the potential for additional iron ore mineralisation within the Pilbara.

 

Commodity markets remain supportive, with continued strength in silver and resilient demand for iron ore, while platinum group metals and battery-related commodities continue to benefit from long-term structural demand. Against this backdrop, Alien's diversified portfolio provides exposure to multiple high-value commodities at different stages of development.

 

With funded work programmes across its key assets, strong partners, and multiple pathways to value realisation, the Company entered 2026 with positive momentum and a clear focus on delivering shareholder value through exploration success, resource growth and strategic transactions.

 

TRADITIONAL OWNERS

Alien would not be able to operate successfully without the support of the Traditional Owners and the local communities in which we operate. We continue to build trust and respect between Alien and our key stakeholders through transparency, listening, acting on concerns, and looking for innovative and sustainable ways of ensuring that the Traditional Owners are participating in the journey to explore and develop, responsibly and sensitively. We are working closely with our Native Title holders to identify mutually supportive initiatives which will see a growing range of business and employment opportunities being developed and importantly ensuring that the local community has the capability and opportunity to grow with the Company.

 

FINANCIAL RESULTS AND CONDITION

For the financial year ended 31 December 2025, the Company recorded a loss of $694,000 (2024: loss of $1,555,000) and a basic and diluted loss per share of US cents 0.00814 (2024: loss per share of US cents 0.0225).

 

During the year, Alien strengthened its financial position through a £1 million capital raising completed in May 2025 via the placement of 1,250,000,000 shares at 0.08 pence per share. The placing included 416,666,666 warrants at an exercise price of 0.12 pence, exercisable over 12 months, together with 212,500,000 broker warrants issued at the placing price.

 

In December 2025, the Company completed a further placing, raising £1.8 million through the issue of 2,000,000,000 new shares at a price of 0.09 pence per share. The placing included 666,666,666 warrants on the basis of one warrant for every three shares, exercisable at 0.135 pence for a period of 12 months, together with 200,000,000 broker warrants issued at the placing price.

 

Subsequent to year end, the Company received £165,702 from the exercise of 138,084,834 warrants at 0.12 pence, £8,000 from the exercise of 10,000,000 warrants at 0.008 pence and a further £36,500 from the exercise of 27,037,037 warrants at 0.135 pence.

 

On 15 December 2025, the Company amended its convertible loan with Bennelong Capital. The amendment was assessed under IFRS 9 and accounted for as a modification rather than an extinguishment of the original financial liability. As part of the amendment, A$500,000 of the loan was converted into equity through the issue of 277,777,777 ordinary shares at 0.09 pence per share, with the maturity of the remaining balance extended to 30 June 2026. Subsequent to the year end, a further A$500,000 was repaid in cash, leaving an outstanding balance of A$318,623, before accrued interest.

 

As discussed in the Review of Operations, the Group completed a number of significant portfolio transactions during the year which had a material effect on its financial results and year-end financial position.

 

The Group disposed of a 70% interest in Elizabeth Hill, resulting in a loss on disposal of $948,000, and entered into related arrangements with West Coast Silver in respect of silver exploration rights, under which WCE acquired a 70% interest and will fund 100% of future expenditure under the relevant agreements. Consideration included 44.5 million WCE shares, of which 14 million were sold on Completion, valued at A$378,000 before costs. The remaining 30.5 million WCE shares held at 31 December 2025 were remeasured to fair value, giving rise to a gain of $3,892,000.

 

In December 2025, the Group also entered into an agreement with GreenTech to sell a 70% interest in the Munni Munni tenements. As GreenTech shareholder approval was received after year end, the FY2025 effect of this transaction was limited to reclassification of the relevant asset to current assets held for sale, with no profit or loss impact in the current year because the fair value was higher than the carrying amount.

 

The Group has a working capital surplus of $10,293,000 at 31 December 2025 (2024: deficit of $1,076,000) and had net cash inflows of $1,714,000 (2024: net cash outflow of $428,000) for the year then ended. The working capital surplus at 31 December 2025 reflects the Group's balance sheet position at the year end. However, as set out in the Directors' Report and note 1.7, the Directors' cash flow forecasts for the going concern assessment period indicate that the Group's existing cash resources alone are not sufficient to cover projected expenditure for the 12 months from the date of approval of the financial statements.

 

The forecasts assume that:

 

·    in accordance with the provisions of the convertible loan note, the outstanding balance is repaid in full by 30 June 2026;

·    the Group will maintain exploration expenditure across its other projects; and

·    additional liquidity will be available from the exercise of warrants and/or the realisation of listed investments or via an equity investment.

 

Because those forecast inflows are not wholly within the Group's control, the Directors concluded that a material uncertainty exists which may cast significant doubt on the Group's ability to continue as a going concern, although the financial statements have nevertheless been prepared on a going concern basis.

 

BOARD CHANGES

During the year, the Company implemented several Board and management changes to support the next phase of its development strategy.

 

On 11 September 2025, Belinda Murray was appointed Executive Director and Bruce Garlick was appointed Non-Executive Director of the Company, strengthening the Board with additional corporate, operational and capital markets experience aligned with the Company's strategic focus.

 

As part of this transition, Guy Robertson (Executive Chairman) and Robert Mosig (Non-Executive Director) stepped down from the Board with effect from 1 October 2025 and continued to assist the Company during a transition period through to 10 December 2025.

 

On 16 December 2025, Michael Carter was appointed as an independent Non-Executive Director, further strengthening the Board with additional corporate finance and capital markets expertise.

 

Post-year end, on 21 January 2026, Bruce Garlick was appointed as Executive Chairman of Alien. As part of Mr Garlick's transition from Non-Executive Director to Executive Chairman, Belinda Murray resigned as a Board member on 21 February 2026. Bruce has over thirty years' experience in the mining industry, both in Australia and internationally.

 

DIRECTORS' REPORT

The directors present their Report, together with the Financial Statements and Independent Auditor's Report of the Group comprising Alien Metals BVI ("the Company", or "Alien") and its controlled entities ("the Group") for the year ended 31 December 2025.

 

 

DIRECTORS

The names of the directors who held office at any time during the financial year and up to the date of this report are noted below. Dates of appointment and resignation are shown where applicable.

 

Bruce Garlick	Executive Chairman	Appointed 21 January 2026 Served as Non-Executive Director from 11 September 2025
Elizabeth Henson	Non-executive Director	Appointed 4 August 2023
Michael Carter	Non-executive Director	Appointed 16 December 2025
Belinda Murray	Non-executive Director	Appointed 11 September 2025; Resigned 21 February 2026
Guy Robertson	Executive Chairman	Appointed 26 April 2023; Resigned 1 October 2025
Robert Mosig	Non-Executive Director	Appointed 15 March 2024; Resigned 1 October 2025

 

PRINCIPAL ACTIVITIES

During the financial year, the principal activities of the Group consisted of the exploration and evaluation of its mineral projects in Western Australia, principally in the Pilbara region, together with the advancement of selected assets through strategic joint venture and farm-out arrangements.

 

BUSINESS REVIEW

A detailed review of the business of the Group during the year and an indication of the likely future developments may be found in Chairman's Report and Review of Operations on pages 1 to 10.

 

Principal risks and uncertainties are discussed on pages 14 to 22.

 

ENVIRONMENTAL REGULATIONS

The Group conducts its exploration and evaluation activities in accordance with applicable laws and regulations in Western Australia. The Directors are not aware of any material breaches of environmental or other regulatory requirements during the year.

 

DIVIDENDS

The Directors recommend that no dividend be paid for the year ended 31 December 2025 (2024: Nil).

 

DIRECTORS' INTERESTS IN SHARES AND OPTIONS

The Directors serving at 31 December 2025 had the following beneficial interests in the ordinary shares of the Company, and in options over ordinary shares. There were no changes in any Director's shareholdings, options or warrants during the year.

 

Director	Ordinary shares at 31 December 2025	Options at 31 December 2025
Bruce Garlick	-	-
Elizabeth Henson	14,455,722	65,000,000
Belinda Murray	-	-
Michael Carter	-	-

Further details on options are set out in note 19 to the financial statements. Directors' remuneration is disclosed in note 8.

 

SUBSTANTIAL SHAREHOLDERS

The substantial shareholders with more than a 3% shareholding at 31 December 2025 are shown below:

 

	Percentage
HARGREAVES LANSDOWN (NOMINEES) LIMITED	22.54%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED	15.35%
HSDL NOMINEES LIMITED	8.59%
VIDACOS NOMINEES LIMITED	6.78%
JIM NOMINEES LIMITED	6.58%
LAWSHARE NOMINEES LIMITED	5.60%
PERSHING NOMINEES LIMITED	5.49%
BARCLAYS DIRECT INVESTING NOMINEES LIMITED	3.84%
FISKE NOMINEES LIMITED	3.75%

The shareholdings disclosed represent cumulative nominee holdings, which aggregate positions held on behalf of multiple underlying beneficial owners. As such, the balances do not reflect individual shareholder interests. To the best of the directors' knowledge, based on notifications received by the Company as at 31 December 2025, Bennelong Resource Capital Pty Ltd held 6.37% and Northern Standard Limited held 3.75% of the Company's voting rights. No other beneficial/voting-rights holder was known to hold more than 3%, and no beneficial/voting-rights holder was known to hold more than 10%, as at 31 December 2025.

 

SHARES UNDER WARRANT OR OPTION

Unissued ordinary shares of Alien Metals Limited under option at the date of this report are as follows:

 

Grant date	Expiry date	Exercise price Pence	Number under option
26-Sep-22	26-Sep-26	0.80	65,000,000
26-Sep-22	26-Sep-26	1.00	72,500,000
26-Sep-22	26-Sep-26	1.20	80,000,000
26-Sep-22	26-Sep-26	1.40	72,500,000
07-Jul-23	31-Jul-27	0.72	22,500,000
07-Jul-23	31-Jul-27	0.90	30,000,000
07-Jul-23	31-Jul-27	1.08	37,500,000
07-Jul-23	31-Jul-27	1.26	37,500,000
			420,000,000

Unissued ordinary shares of Alien Metals Limited under warrant at the date of this report are as follows:

 

Grant date	Expiry date	Exercise price pence	Number under warrant
26-Sep-22	07-Jul-26	0.70	10,000,000
01-Apr-24	18-Apr-27	0.1675	25,000,000
26-Jul-24	06-Aug-27	0.11	27,272,727
16-Dec-25	16-Dec-26	0.135	639,629,628
16-Dec-25	16-Dec-28	0.09	200,000,000
16-Dec-25	16-Dec-28	0.135	302,777,777
			1,204,680,132

No person entitled to exercise the options or warrants had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate.

 

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 four main KPIs for the Group are as follows. These allow the Board to monitor costs and plan future exploration, evaluation and development activities.

 

		2025	2024
		$'000	$'000
Cash and cash equivalents ($)		1,950	224
Other financial assets		5,191	-
Administrative expenses as a percentage of total assets (%)		9%	8%
Exploration costs capitalised during the year ($)		739	1,268

 

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. This includes reviewing the principal risks and uncertainties facing the Company, assessing the adequacy of related controls and mitigation measures, and overseeing financial reporting, internal control and compliance matters.

 

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.

 

KEY RISK	DESCRIPTION OF RISK	MITIGATING FACTORS
STRATEGIC RISKS
Exploration, development and future acquisitions	The Group's operations are subject to all the hazards and risks incidental to exploration, development and the production of minerals, including damage to life or property, environmental damage and legal liability, which could have a material adverse impact on the business and its financial performance. The Group may seek to acquire additional mining concessions or projects in Australia or elsewhere. There can be no assurance that suitable opportunities will be available on acceptable terms or that any acquired projects will ultimately prove to be economically viable. Exploration and development programmes entail risks relating to the identification of economic ore bodies, metallurgical performance, mine design, permitting, construction and commissioning. If the Group's existing concessions are deemed by management not to warrant further exploration or development, and the Group is unsuccessful in identifying or acquiring suitable new projects, the Group may have limited growth opportunities.	Mineral concessions and project opportunities are evaluated carefully by qualified geologists and management, with independent technical, legal and other advisors engaged where appropriate. The Board and management team have significant experience operating in Australia and assessing resource sector opportunities.
Reserve and resource estimation	The Group has announced its maiden mining reserve and associated mining inventory. There can be no assurance that future exploration programmes will result in the delineation of additional mineral resources or reserves, or that existing estimates will prove to be accurate. Reserve and resource estimates are based on assumptions regarding geological continuity, grade, mining methods, metallurgical recovery, commodity prices, costs and other modifying factors. Changes to these assumptions, or new information obtained through exploration, drilling, mining or test work, may result in revisions to reported resources and reserves and could have a material adverse effect on the Group's operations, financial position and prospects.	The Group has received an independent assessment of the reserve and resource potential of the Hancock project and believes there is potential to delineate additional mineral resources in accordance with the JORC Code. Estimates are prepared and reviewed by appropriately qualified personnel, with independent advisors engaged where appropriate. Ongoing drilling, sampling and technical studies are undertaken to refine the Group's geological understanding and supporting assumptions.

 

Mineral concessions and title risk	In relation to exploration and mining concessions over which the Group holds legal rights, failure to comply with the specific terms of those concessions or with applicable mining law may result in fines, suspension, revocation or other penalties, any of which could have a material adverse effect on the Group's operations and proposed operations. There can also be no assurance that applications for new tenements, renewals, conversions, transfers or other rights will be granted as expected or within the required timeframe	The Group is aware of minimum expenditure, reporting and rental obligations associated with its exploration and mining permits and seeks to maintain compliance with those obligations. Prior to entering into agreements relating to mineral concessions, formal searches and reviews of legal documentation are undertaken, with legal and tenement due diligence outsourced to specialist practitioners where appropriate.
Joint venture and counterparty risk	The Group has joint ventured certain projects and may in future enter into additional joint ventures, earn-in arrangements, royalties, farm-in agreements or other strategic transactions. Such arrangements expose the Group to counterparty risks, including failure to fund committed expenditure, non-performance, disputes regarding work programmes or ownership interests, differing strategic objectives, insolvency of a counterparty, or delays in project execution and decision-making. Any such event may delay exploration or development activities, increase costs, dilute the Group's interest or adversely affect the Group's ability to realise value from its projects.	The Group undertakes commercial, legal and technical due diligence before entering into material agreements and seeks to document clearly the parties' rights and obligations. The Board and management team have experience negotiating and managing joint venture and commercial arrangements in the mining sector. Counterparty performance and compliance with key contractual obligations are actively monitored.
FINANCIAL RISKS
Requirement for additional funding	Failure to obtain sufficient financing for the Group's projects may result in delays or the indefinite postponement of exploration, development or production activities, or even the loss of interests in concessions or projects. Additional financing may not be available when required or, if available, may only be obtainable on terms that are unfavourable to the Group and potentially dilutive to shareholders. In the absence of adequate funding or cost reductions, the Group may not be able to continue as a going concern.	The Group has an experienced Board and management team with significant experience in financing mining activities. The Group has been successful in raising funds in the past and intends to raise additional funds in future to support the ongoing development of the business, where required.

 

Liquidity risk	The Group's approach to managing liquidity risk is to seek to ensure that it has sufficient liquidity to meet liabilities when due. Accounts payable are generally subject to normal trade terms and short contractual maturities. In the short term, liabilities are expected to be funded by available cash resources and, where necessary, additional funding.	Cash balances and cash flow projections are reviewed by the Board on a regular basis. The Board does not commit to material expenditure unless it is satisfied that sufficient funding is available or reasonably expected to be available.
Capital management risk	The Group's objective when managing capital is to safeguard its ability to continue as a going concern and to maintain 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 its capital structure in light of changes in economic conditions and the risk characteristics of its underlying assets.	To maintain or adjust the capital structure, the Group may issue new shares, obtain debt funding, amend expenditure programmes or sell assets. Management regularly reviews cash flow forecasts to assess whether the Group has sufficient cash reserves to meet future working capital requirements and take advantage of business opportunities.
Financial instrument market risk	The Group may be exposed to market risk in relation to certain financial instruments, including convertible instruments, options, warrants and investments. Changes in market conditions may affect the fair value of such instruments and could impact the Group's financial results.	The Group monitors the nature and extent of its exposure to market movements in relation to financial instruments. The Group does not currently consider this exposure to be material.
Foreign currency risk	The Group's exploration and administration expenditure is principally incurred in Australian dollars, and it is therefore exposed to movements in exchange rates. In addition, movements in pounds sterling, Australian dollars and other relevant currencies may affect the presentation of the consolidated statement of financial position when the net assets of subsidiaries and the parent company are translated into the Group's reporting currency.	The Group does not currently hedge foreign exchange risk. At year end, most of the Group's cash resources were held in Australian dollars, which reduced transactional foreign exchange exposure. Management monitors foreign currency exposures on an ongoing basis.
Credit risk	The Group's credit risk is primarily attributable to cash balances and the financial stability of the institutions holding those funds. The Group's maximum exposure to credit risk is therefore largely limited to its cash deposits.	The Group seeks to place cash deposits with well-capitalised financial institutions with appropriate credit standing and monitors its exposure to financial counterparties on an ongoing basis.

 

Investment risk	The Group may from time to time hold shares or other interests in listed or unlisted mining companies or resource sector investments. There may not always be a liquid market for such investments, and it may not always be possible to realise value at the optimum time or price.	The Group monitors the performance and liquidity of its investments and has previously been successful in realising value from investments where appropriate.
EXTERNAL RISKS
Commodity price risk	The Group's ability to obtain further financing and the economic viability of its projects may depend in part on the market prices of commodities including iron ore, copper, silver, lead and zinc. The Group's resources, reserves and financial results may be materially affected by fluctuations in commodity prices, over which the Group has no control. A sustained reduction in commodity prices may prevent the Group's properties from being economically mined, result in the curtailment of activities, or lead to the impairment or write-off of assets.	The Group monitors commodity price trends and market conditions as part of its project evaluation, budgeting and capital allocation processes. The Group does not currently hedge its exposure to commodity prices.
Regulatory, fiscal and legal change risk	The Group may be adversely affected by changes in mining, environmental, heritage, employment, taxation, royalties, foreign investment or other laws and regulations in the jurisdictions in which it operates. Such changes could affect the Group's costs, project timing, ability to obtain approvals and overall project economics.	The Board and management monitor legal and regulatory developments relevant to the Group's activities and seek external advice where appropriate. The Directors consider Australia to be a relatively stable jurisdiction for responsible resource development, although regulatory policy changes may still affect the Group's operations and project economics.
Geopolitical and macroeconomic risk	Although the Group operates in Australia, it may be adversely affected by broader geopolitical instability, including war, armed conflict, sanctions, trade disputes, terrorism or significant international political tensions. Such events may impact commodity prices, investor sentiment, capital availability, inflation, foreign exchange rates, fuel and energy prices, supply chains, shipping and the availability or cost of contractors, consumables and equipment. Global economic uncertainty may also adversely affect the Group's ability to finance and develop its projects.	The Group monitors macroeconomic and geopolitical developments as part of its planning and funding activities and seeks to maintain financial and operational flexibility where practicable. The Group's assets are located in Australia, which reduces direct sovereign exposure relative to some other mining jurisdictions.

 

Climate change and severe weather risk	The Group's operations and projects may be adversely affected by climate-related risks, including acute physical risks such as cyclones, flooding, bushfires, storms, extreme heat and other severe weather events, as well as chronic changes in climatic conditions. Such events may disrupt access to project areas, damage infrastructure, delay exploration and development activities, affect the availability or cost of water and energy, and increase rehabilitation and operating costs. The Group may also be exposed to transition risks arising from evolving regulation, stakeholder expectations, reporting obligations and market requirements relating to greenhouse gas emissions, environmental performance and decarbonisation.	The Group considers climatic and environmental factors in project planning and operational decision-making and seeks to maintain appropriate health, safety and environmental controls. The Board and management monitor regulatory developments and stakeholder expectations relevant to climate and environmental matters. Site activities and work programmes are planned with regard to seasonal and weather-related conditions where practicable.
OPERATIONAL RISKS
Reliance on contractors and service providers	The Group relies on contractors and third-party service providers to implement exploration and development programmes. Failure by a contractor or service provider to perform its services properly, safely, on time or within budget could delay operations, increase costs or have a materially adverse effect on the Group.	The Group has operated in Australia for several years and has established relationships with a range of contractors and service providers. Contractor performance is monitored as part of project execution and management oversight.
Key personnel	The Group's business is dependent on retaining the services of a relatively small number of key personnel of the appropriate calibre as the business develops. The success of the Group is and will continue to be dependent to a significant extent on the expertise and experience of its directors and senior management. The loss of one or more of these individuals could have a materially adverse effect on the Group. The Group does not currently maintain key person insurance.	The Board effectively operates as the Nomination and Remuneration Committee and is responsible for succession planning and ensuring remuneration is sufficient to attract and retain personnel of the necessary calibre. The Group has demonstrated an ability to attract new directors and personnel when required.

 

Native title, heritage, land access and community relations risk	The Group's exploration and development activities may be affected by native title rights and interests, Aboriginal heritage protections, pastoral and land access arrangements, and the need to maintain constructive relationships with traditional owners, landholders, local communities and other stakeholders. Delays in obtaining heritage clearances, negotiating access arrangements or securing stakeholder support may restrict or delay the Group's ability to undertake exploration, development or mining activities. Changes in applicable laws, regulations or stakeholder expectations may also increase costs or impose additional obligations.	The Group seeks to engage with relevant stakeholders in a timely and respectful manner and to comply with applicable native title, heritage and land access requirements. Specialist legal, heritage and other advisers are engaged where appropriate. The Group aims to maintain appropriate policies and procedures to support responsible engagement, access planning and compliance.
Environmental risk	The Group's operations are subject to environmental regulation in the jurisdictions in which it operates. Such regulation covers a wide variety of matters including prevention of waste, pollution control, land disturbance, environmental protection, labour matters and health and safety. The Group may be subject to clean-up costs and liability for toxic or hazardous substances that may exist on or under properties covered by its concessions or that may be produced in the course of its operations. Failure to comply with environmental laws, regulations or licence conditions, or failure to obtain or maintain environmental approvals, may result in penalties, suspension of activities, closure of operations and/or revocation of concessions.	The Group has an experienced Board and management team with awareness of these risks. Concessions are evaluated carefully prior to acquisition for environmental issues and consultants are engaged to advise on specific risks where appropriate. The Group seeks to maintain appropriate environmental controls and procedures and has a strong environmental compliance record.
Rehabilitation, closure and environmental liability risk	The Group may incur significant costs and liabilities associated with environmental rehabilitation, mine closure obligations, legacy issues and compliance with environmental conditions attached to its concessions and approvals. Estimates of rehabilitation and closure costs are inherently uncertain and may change over time as a result of changes in laws, operating plans, disturbance footprints, technical assumptions, environmental conditions or stakeholder expectations. Any increase in such liabilities may have a material adverse effect on the Group's financial position and results.	The Group considers rehabilitation and environmental obligations in project planning and operational activities and seeks to comply with applicable environmental laws, licence conditions and reporting requirements. Management reviews environmental obligations on an ongoing basis and engages specialist advisers when appropriate.

 

Regulatory approvals and permitting	The operations of the Group require approvals, licences and permits from various regulatory and governmental authorities. There can be no guarantee that the Group will be able to obtain, maintain or renew all necessary approvals, licences and permits required to explore, develop or operate its projects, or that these will be granted within the timeframe anticipated by the Group. Delays or failures in obtaining such approvals may adversely affect project timing, costs and viability.	The Group has significant experience operating in Australia and believes that it holds, or will be able to obtain, the approvals, licences and permits required under applicable laws and regulations in respect of its current projects. The Group uses internal and external expertise to support permitting processes where appropriate.
Infrastructure, logistics and supply chain risk	The Group's activities may depend on the availability of contractors, equipment, transport, fuel, power, water and other infrastructure and services. Disruptions to supply chains, shortages of labour or equipment, transport constraints, power interruptions, fuel price increases or other infrastructure limitations may delay exploration, development or production activities and increase costs.	The Group seeks to use experienced contractors and service providers and to plan procurement and logistics requirements in advance where practicable. Management monitors key supply, access and infrastructure dependencies as part of project planning and budgeting.
Competition	The Group competes with numerous other companies and individuals in the search for and acquisition of mineral claims, leases and other mineral interests, as well as for the recruitment and retention of qualified employees and contractors. There is significant competition for mineral opportunities and skilled personnel and, as a result, the Group may be unable to acquire further mineral concessions or retain key resources on acceptable terms.	The Group and its management team have significant experience in mining operations in Australia. Through its experience, relationships and track record, the Group seeks to position itself as a credible and lower-risk counterparty in competitive situations.
Conflicts of interest	Certain directors and officers of the Group may also serve as directors or officers of other companies involved in mineral exploration and development, including entities that may be involved in joint venture arrangements with the Group. Consequently, there is the potential for conflicts of interest to arise, including in relation to joint venture negotiations, funding decisions, operational matters, project opportunities or transactions. Any such conflicts may affect decision-making or the allocation of opportunities between the Group and other entities.	The Group's Articles of Association set out the framework for dealing with conflicts of interest. Directors are required to disclose relevant interests and, where appropriate, abstain from voting on the relevant matter. The Board considers potential conflicts as part of its review of material arrangements, including joint venture arrangements.
Health and safety	The Group operates in an environment with work-related hazards and risks of injury and accident. Its activities therefore require a comprehensive health and safety programme and a commitment to continuous improvement, including learning from incidents, updating procedures and encouraging staff and contractor participation in identifying and reporting unsafe conditions. Failure to manage health and safety risks effectively may result in injury, operational disruption, legal liability, reputational damage and financial loss.	The Group has established and published health, safety, environmental and community relations policies and seeks to maintain clear safe operating procedures covering its activities. Active participation of staff and contractors in the development, implementation and improvement of these procedures is encouraged.
Cybersecurity and information systems risk	The Group relies on information technology systems and third-party service providers for financial reporting, communications, document management, geological and operational data, regulatory compliance and other business processes. Cyber-attack, phishing, ransomware, unauthorised access, system failure, data corruption or data loss, or disruption affecting the Group or its service providers could lead to operational interruption, loss of confidential or commercially sensitive information, financial loss, reputational damage, regulatory consequences and delays to project activities.	The Group seeks to maintain IT security measures, access controls, backup procedures and third-party protections proportionate to the size and nature of the business. Management monitors cyber and information security risks and may engage specialist advisers where appropriate. Staff awareness and responsible use of systems are encouraged through internal procedures and controls.
Payment obligations	Under mineral property concessions and certain other contractual arrangements to which a member of the Group is or may become a party, the Group is or may become subject to payment and other obligations. Failure to comply with such obligations when due could, in addition to any other remedies available to counterparties, result in penalties, dilution or forfeiture of the Group's interests.	The Directors maintain internal controls and monitoring procedures designed to ensure payment and other contractual obligations are identified and complied with in a timely manner.

 

INTERNAL CONTROLS

The Board recognises the importance of maintaining an effective system of internal control and risk management, including both financial and non-financial controls. During the year, the Board reviewed the Group's control environment and any related areas for improvement.

 

The Directors consider that, given the current size and activities of the Group, internal controls appropriate to the Group's operations have been in place during the year. Whilst no system of internal control can provide absolute assurance against material misstatement or loss, the Board will continue to review the effectiveness and adequacy of the Group's internal controls in light of its current activities and planned development.

 

GOING CONCERN

These financial statements have been prepared on a going concern basis, as set out in note 1.7.

 

The Directors have prepared cash flow forecasts for the period ending 30 June 2027, taking into account the cost and operational structure of the Group, planned exploration and evaluation expenditure, licence commitments and working capital requirements. These forecasts indicate that, whilst the Group had a working capital surplus of $10,293,000 at 31 December 2025, the Group's existing cash resources alone, absent additional sources of capital, are not sufficient to cover projected expenditure for the 12 months from the date of approval of these financial statements. Accordingly, the forecasts assume additional liquidity during that period, including proceeds from the exercise of warrants and/or the realisation of listed investments, in order to meet operational objectives and liabilities as they fall due.

 

As an exploration and development company, the Group is dependent on access to funding and other sources of liquidity to advance its projects. Because the forecast inflows referred to above are not wholly within the Group's control, these conditions indicate the existence of a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern.

 

Nevertheless, after considering the forecasts and the funding options available to the Group, the Directors have a reasonable expectation that the Group will be able to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing these financial statements.

 

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 Director is aware, at the date this report was approved:

 

·    there is no relevant audit information of which the Company's auditor is aware; and

·    each Director has taken all the steps that he or she ought to have taken as a Director, to make himself or herself aware of any relevant audit information and to establish that the Company auditor' is aware of that information.

 

 

AUDITOR

PKF Littlejohn LLP has expressed its willingness to continue in office as auditor.

 

This report was approved by the Board on 8 June 2026 and signed on its behalf.

 

BRUCE GARLICK

Executive Chairman

Perth, WA

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with 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 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, and

·    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 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. In accordance with AIM Rule 26, certain information is required to be made available on 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 of Alien Metals Limited (the "Company") recognises the importance of high standards of corporate governance in supporting the long-term sustainable success of the Company and its subsidiaries (together, the "Group"). The Board is committed to maintaining governance arrangements that are proportionate to the size, nature and stage of development of the Group, while supporting effective decision-making, accountability and oversight of risk.

 

For the year under review, the Directors have reported against the 2024 UK Corporate Governance Code (the "Code"). The Board supports the Code's principles-based approach and the flexibility provided by the comply or explain framework. The Board considers that this approach is appropriate having regard to the size, resource base and stage of development of the Group. Where the Company has not complied fully with a provision of the Code, the Board has provided a clear explanation and described the alternative arrangements in place.

 

The Company has a modest resource base and a clear mandate to allocate capital efficiently in support of the Group's development plans. The Board therefore seeks to maintain an appropriate balance between preserving resources and maintaining governance arrangements that are effective, transparent and fit for purpose. As the Group evolves, the Board will continue to review and enhance the Company's governance framework.

 

During the year, the Board comprised three Directors: an executive chairman and two non-executive directors. The Board considers that its current composition provides appropriate oversight of the Group at its present size and stage of development.

 

Governance reporting and significant Board decisions

In line with the 2024 Code, the Board seeks to ensure that governance reporting explains not only the Company's governance framework, but also the principal Board decisions taken during the year and their outcomes in the context of the Group's strategy and objectives. The Board's approach is to focus on decisions that are material to the development of the Group, the stewardship of its assets, the management of risk and the promotion of long-term shareholder value.

 

During the year, the Board's most significant areas of focus included:

 

·    oversight of the Group's exploration and development activities in Australia

·    review of the Group's funding requirements, cash flow forecasts and going concern assumptions

·    Board composition and succession

·    oversight of principal risks, internal controls and the annual reporting process, and

·    engagement with shareholders and other stakeholders in support of the Group's long-term strategy.

 

In taking these decisions, the Board had regard to the likely long-term consequences of its decisions, the interests of shareholders and other stakeholders, the Company's reputation for high standards of business conduct, and the need to maintain an appropriate control environment while preserving financial flexibility.

 

Principle 1: Board leadership and company purpose

The Group's objective is to develop its portfolio of exploration projects in a manner intended to deliver value for shareholders while recognising the risks inherent in the sector and supporting development in the communities in which the Group operates. The Group's current projects are located in Australia.

 

At any stage of a project's development, the Board will consider a sale, farm-out, joint venture or other transaction if, in the opinion of the Board and, where required, shareholders, that course of action is in the best interests of the Company.

 

The Executive Chairman is responsible for leadership of the Board and for overseeing the long-term strategic direction of the Company in accordance with the schedule of matters reserved for Board decision. The Board is responsible for setting the Group's strategic objectives, approving significant transactions, monitoring performance and ensuring that the Group has appropriate governance, risk management and internal control arrangements in place.

 

The Board usually meets at least four times each year and more frequently where required. The Chairman is responsible for ensuring that Board decisions are taken based on appropriate information and constructive discussion. All Directors attended each Board meeting held during the year (where applicable).

 

The Company has procedures in place to identify, monitor and manage conflicts of interest. Directors are required to declare any interests and changes to their external commitments. These are reviewed by the Board and, where appropriate, conflicts are managed through appropriate safeguards, including abstention from discussion or voting.

 

The Company has adopted an Anti-Corruption and Bribery Policy and a Share Dealing Code to support high standards of business conduct and compliance with applicable legal and regulatory obligations, including AIM Rule 21 and the Market Abuse Regulation requirements relevant to dealings in the Company's securities.

 

Culture

The Board recognises that culture is a key component of effective governance and long-term success. Given the Group's size, culture is set principally through Board leadership, decision-making, expected standards of behaviour, the conduct of senior personnel and the way in which the Group engages with employees, contractors and other stakeholders.

 

The Board's desired culture is one of integrity, accountability, prudent risk awareness, open communication and responsible stewardship of shareholder capital. The Board monitors culture through regular interaction with management, employees and contractors, through its review of business conduct and decision-making, and through its oversight of risk, health and safety and stakeholder engagement.

 

The Board also considers how the desired culture is embedded across the Group. In the Group's case, this is achieved through direct Board oversight, clearly communicated expectations, the application of key policies, close working relationships across the business, and regular consideration of whether behaviours and decisions are aligned with the Group's purpose, strategy and values. Where concerns arise, the Board expects management to take appropriate remedial action.

 

Principle 2: Division of responsibilities

The division of responsibilities between the Chairman and management is clearly defined. The Chairman is responsible for Board leadership and governance, while management is responsible for the day-to-day operation of the Group within the strategic and control framework approved by the Board.

 

Each Director has a letter of appointment or service agreement setting out the responsibilities of the role. Directors are expected to allocate sufficient time to the Company to discharge their duties effectively.

 

At least half the Board, excluding the Chair, should comprise independent non-executive directors. During the year, the Board comprised an executive chairman and two non-executive directors, both of whom the Board considers to be independent.

 

The Company has established an Audit and Risk Committee and a Nomination and Remuneration Committee to assist the Board in fulfilling its responsibilities in relation to audit, risk, nomination and remuneration matters. The Audit and Risk Committee is chaired by Elizabeth Henson, with Bruce Garlick and Michael Carter as members. The Nomination and Remuneration Committee comprises Elizabeth Henson as Chair, with Bruce Garlick and Michael Carter as members. The Board keeps the composition of these committees under review, having regard to the size of the Board and the Group's stage of development.

 

Principle 3: Composition, succession and board performance review

The Board and its advisers bring significant mining sector and commercial experience and have access to a broad network of industry contacts. The Board leads the process for Board appointments and is responsible for reviewing Board size, structure and composition, including the balance of executive and non-executive representation and the mix of skills, knowledge, experience and personal qualities required to support the Group's strategy.

 

In considering Board composition and succession, the Board seeks an appropriate balance of skills, experience, independence, background and perspective. The Board supports diversity, inclusion and equal opportunity and believes that appointments should be made on merit against objective criteria, while recognising the benefits that a diverse and inclusive Board can bring to the quality of discussion and decision-making.

 

The Board keeps succession planning under review, considering the Group's strategy, operational needs and leadership requirements.

 

The Board does not currently undertake a formal annual externally facilitated board performance review. However, the Chairman keeps the performance of the Board, its committees and individual Directors under ongoing review and provides feedback where appropriate. The chairman also invites feedback from the non-executive directors and the company secretary.

 

The Board considers that, at the current stage of the Group's development, the time and cost of a formal externally facilitated process would not be proportionate. Nonetheless, the Board recognises the value of a structured board performance review process and will continue to assess whether more formal arrangements should be introduced as the Group grows.

 

Principle 4: Audit, risk and internal control

The Audit and Risk Committee assist the Board in monitoring the integrity of the financial statements, overseeing the relationship with the external auditor, reviewing the appropriateness of significant accounting policies and judgements, considering going concern, and overseeing the Group's risk management and internal control framework.

 

The Board reviews the emerging and principal risks facing the Group and considers the systems in place to identify, assess, manage and monitor those risks. The Board's review of the control environment covers material controls, including financial, operational, reporting and compliance controls

 

Risk management and internal control framework

The Board recognises the importance of maintaining a sound risk management and internal control framework that is appropriate for the size, complexity and risk profile of the Group. The framework includes:

 

·      Board oversight of principal and emerging risks

·      regular review of cash balances, cash flow forecasts and funding requirements

·      review of operational, financial, reporting and compliance controls

·      direct reporting lines within a small organisational structure

·      review of key legal, regulatory, licence and payment obligations

·      oversight of health and safety and environmental matters, and

·      use of external advisers where specialist input is required.

 

During the year, the Board monitored the Group's risk management and internal control framework and carried out a review of its effectiveness. This review covered the Group's material controls, including financial, operational, reporting and compliance controls. The Board recognises that no system of internal control can eliminate risk entirely and that such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives.

 

Based on the review performed, the Board was not aware of any material controls that had failed to operate effectively at the balance sheet date. The Board's review did not identify any material controls that had failed to operate effectively at the balance sheet date.

 

Independence of the external auditor

The independence of the auditor is considered annually. In assessing independence, the Board considers:

 

·      the ratio of audit to non-audit fees

·      the length of tenure

·      whether there are any material relationships between the Group, its directors and senior management and the audit firm or audit team, and

·      the extent to which the auditor demonstrates constructive challenge and professional scepticism.

 

Audit and non-audit fees are disclosed in the financial statements. The Board considers the nature and extent of any non-audit services when assessing auditor independence and approves any such services in advance.

During the year, PKF Littlejohn LLP provided VAT taxation compliance services.

 

Effectiveness of the external audit process

In considering the effectiveness of the external audit process, the Board considers:

 

·      the effectiveness of the audit plan, its delivery and execution

·      the knowledge and experience of the audit team, and

·      the robustness of the audit process and findings.

 

During the year, the Board considered the following key issues in relation to the financial statements:

 

·      the appropriateness of the Group's accounting policies

·      the carrying value of the Group's intangible assets and the related impairment assessment

·      the accounting treatment and disclosure of the disposal of Elizabeth Hill and Munni Munni, including the related IFRS 5 considerations

·      the going concern basis of preparation, including cash flow forecasts and funding requirements, and

·      the review of audit and non-audit services and related fees.

 

Internal audit

The Board considers annually whether an internal audit function is required. Given the scale of the Group's operations, its flat organisational structure and the cost of establishing such a function, the Board does not currently consider a separate internal audit function to be proportionate. This position is kept under review.

 

Going concern

The Directors have reviewed cash flow forecasts for the relevant assessment period. These forecasts indicate that additional funds may be required within the next 12 months to support the Group's planned activities and working capital requirements.

 

Where this gives rise to a material uncertainty related to going concern, that is stated clearly, together with the Directors' basis for continuing to adopt the going concern basis of accounting and cross-reference to the relevant note to the financial statements and the auditor's report.

 

Relations with stakeholders

The Company is committed to maintaining an open and constructive dialogue with shareholders and recognises the importance of understanding the interests of the Group's wider stakeholders in promoting the long-term success of the Company.

 

Although the Company is incorporated in the British Virgin Islands, the Board has regard to the stakeholder-focused principles reflected in section 172 of the Companies Act 2006 as a matter of good governance. In making decisions, the Board considers the likely long-term consequences of those decisions, the interests of employees, contractors and business partners, the impact of the Group's operations on communities and the environment, and the importance of maintaining the Company's reputation for high standards of business conduct.

 

During the year, the Board engaged with stakeholders through, among other things:

 

·    the AGM and direct engagement with shareholders

·    presentation at conferences and publication of recordings and slide decks on the Group's exploration activities

·    review of relationships with collaborators and business counterparties, and

·    engagement with employees and monitoring of company culture.

 

The Board believes these arrangements assist it in understanding stakeholder interests and in taking those interests into account when making decisions. The Chairman and other Directors, where appropriate, are available to engage with major shareholders and other stakeholders to understand their views and concerns.

 

The AGM is used as an important opportunity to communicate with shareholders. Separate resolutions are proposed for each issue, proxy votes are recorded, and the results of voting are published on the Company's website following the meeting. Shareholders attending the AGM are given the opportunity to ask questions.

 

The Company's website remains the primary source of information for shareholders and includes information about the Group's activities and recent announcements.

 

Principle 5: Remuneration

The Company has established a Nomination and Remuneration Committee to assist the Board in fulfilling its responsibilities in relation to nomination and remuneration matters.

 

At the date of this report, the Committee comprises Elizabeth Henson as Chair, with Bruce Garlick and Michael Carter as members. Elizabeth Henson was appointed Chair of the Committee on 28 April 2026.

 

The Board recognises that remuneration arrangements should support the Group's long-term strategy and culture, while enabling the Company to attract, retain and motivate individuals of appropriate calibre.

 

The Board is responsible for developing remuneration policy and determining the remuneration packages of Directors. This includes salary, fees, benefits where applicable, discretionary bonus arrangements, and participation in share option arrangements, where considered appropriate.

 

The Board seeks to ensure that remuneration outcomes are proportionate, transparent and aligned with the Company's purpose, values, strategy and risk profile. In setting remuneration, the Board considers:

 

·      the responsibilities and time commitment of the individual

·      relevant market comparators

·      the stage of development and financial position of the Group

·      the need to avoid rewarding excessive risk-taking, and

·      wider pay and employment conditions, so far as relevant in the context of the Group's size.

 

Remuneration policy

The Company's remuneration policy is intended to support long-term sustainable success and to align, where appropriate, the interests of Directors and senior management with those of shareholders. The policy is designed to be clear and straightforward, reflecting the size and stage of development of the Group.

 

The Board considers that the remuneration policy supports:

 

·      clarity and transparency in remuneration disclosure

·      alignment with the Group's strategy and long-term objectives

·      recruitment and retention of individuals with the required experience and capability

·      appropriate alignment with shareholder interests

·      reinforcement of the Group's desired culture and values, and

·      the avoidance of excessive risk-taking.

 

The Company does not currently operate post-employment shareholding requirements. The treatment of share options on cessation of office or employment, including resignation, is determined by the terms of the relevant director's service contract or letter of appointment together with the applicable share plan rules. Accordingly, options do not automatically lapse on resignation in all cases, and their treatment depends on the relevant contractual and plan terms.

 

Given the Group's current stage of development, traditional profit-based performance measures are not always appropriate. The Board may therefore use discretion in considering individual and corporate performance, including progress against strategic, operational and financing objectives.

 

Malus and clawback

The Board has adopted malus and clawback arrangements in respect of executive remuneration where appropriate. These provisions are intended to support accountability and protect shareholders in circumstances such as material misstatement, serious misconduct, fraud, gross negligence, material failure of risk management or internal controls, or conduct likely to result in significant reputational damage to the Company. Directors' service contracts and incentive documentation are reviewed periodically to ensure they remain appropriate and consistent with the Company's governance framework.

 

Where applicable, malus and clawback provisions may be invoked in circumstances including material misstatement, serious misconduct, fraud, gross negligence, material failure of risk management or internal controls, or conduct likely to result in significant reputational damage to the Company. The Board considers the duration of any such provisions by reference to the nature of the relevant remuneration arrangement and the period during which the relevant risk may reasonably crystallise. No malus or clawback provisions were exercised during the year.

 

Non-Executive Director share options

Provision 34 of the Code states that the remuneration of non-executive directors should not include share options or other performance-related elements. One non-executive director participates in the Company's share option arrangements. This is a departure from Provision 34 of the Code. The Board considers this appropriate in the Company's specific circumstances, having regard to the Company's size, stage of development and the limited quantum of options involved. The Board believes this assists alignment with shareholders in a growth-focused business operating in a capital-intensive sector. The Board keeps the position, including the continuing independence of the relevant Director, under regular review.

 

Provisions not applied

The Company has applied the principles of the Code in a manner the Board considers proportionate to its size and stage of development. The areas in which the Company has not complied fully with certain provisions of the Code, together with the Board's explanations and alternative arrangements, are set out below.

 

Workforce engagement

The Company has not appointed a director from the workforce, established a workforce advisory panel or designated a non-executive director for workforce engagement, as contemplated by Provision 5 of the Code. Given the Group's small workforce, the Board considers direct engagement between the Board, management and employees to be the most effective and proportionate arrangement at present. This approach enables issues to be escalated promptly and allows the Board to remain close to the culture and operations of the Group. The Board will keep this under review as the Group develops.

 

Open advertising

The Board does not always use open advertising and/or an external search consultancy for the appointment of the chairman and non-executive directors. Given the size of the Company and the specialist skills and experience required, the Board considers that a targeted approach can in some circumstances be more effective. Appointments are nevertheless made following consideration of the skills, experience, independence and overall contribution required by the Board.

 

Board performance review

The Board does not currently carry out a formal annual board performance review as contemplated by Provision 21. Instead, the Chairman maintains an ongoing process of performance assessment and feedback in respect of the Board, its committees and individual Directors. The Board considers this proportionate at the current stage of the Group's development but will continue to assess whether a more formal process should be introduced.

 

Board committees

Although the Company has established an Audit and Risk Committee and a Nomination and Remuneration Committee, the Company does not currently meet all the Code's expectations regarding committee composition, having regard to the size of the Board and the limited number of non-executive directors available to serve on committees. The Board considers the current committee structure and membership to be appropriate and proportionate in the Company's circumstances and will continue to review committee composition as the Group develops.

 

Performance-related pay for Non-Executive Directors

One non-executive director participates in the Company's share option arrangements. This is a departure from Provision 34 of the Code. The Board considers this appropriate in the Company's specific circumstances, having regard to the Company's size, stage of development and the limited quantum of options involved. The Board believes this assists in alignment with shareholders in a growth-focused business operating in a capital-intensive sector. The Board keeps the position, including the continuing independence of the relevant Director, under regular review.

 

Fair, balanced and understandable

The Directors consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's position, performance, business model and strategy.

 

Further details are set out in the Statement of Directors' Responsibilities on page 25.

 

Viability statement

In accordance with the UK Corporate Governance Code published in July 2018, which remains applicable for the year ended 31 December 2025 (as the revised requirements under the 2024 Code for Provision 29, are effective for periods beginning on or after 1 January 2026), the Directors have assessed the prospects of the Group, taking into account its current position, principal risks and uncertainties. In performing this assessment, the Directors have considered the Group's cash position, forecast expenditure and available funding options, noting the nature of the Group's operations as an exploration and development company and its reliance on external funding. The period considered by the Directors to June 2027 reflects the Group's short‑ to medium‑term funding horizon and planning cycle, which is considered appropriate given the stage of development of the Group's projects and the inherent uncertainty associated with future funding.

 

Based on this assessment, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, noting that this conclusion is subject to the successful raising of additional funding as disclosed in Note 1.7 (Going Concern). The Board's assessment of the Group's position and principal risks is disclosed in the Directors' Report.

 

 

Elizabeth Henson

Senior Independent Non-Executive Director

For and on behalf of the Board

8 June 2026