# Alien Metals announce a series of specialist Board and Executive appointments

- Link: https://www.directorstalkinterviews.com/alien-metals-announce-a-series-of-specialist-board-and-executive-appointments/4121124639
- Published: 2023-08-04T07:05:43+01:00
- Author: Emily Johnson

**Alien Metals** (**[LON:UFO](https://www.directorstalkinterviews.com/company/alien-metals-ltd/ufo.l)**),
a global minerals exploration and development company, has announced a series of
specialist Board and Executive appointments with a collective track record of development,
discovery, international stock markets and the creation of significant shareholder
value.

**Mr Alwyn Vorster – Non-Executive Chairman**

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

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

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

**Mr Guy Robertson – Finance Director**

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

 **Ms Elizabeth Henson – Non-Executive Director**

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

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

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

**Mr Troy Whittaker – Chief Executive Officer – Alien Limited**

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

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

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

**Director Resignation**

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

**Award of Director and Management Incentives**

As part of **Alwyn Vorster’s** contract, Alien Metals has agreed to issue him with
the following Performance Rights and Options.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5.      20,000,000 Performance Rights vesting on

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

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

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

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

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

a.      First shipment from Hancock project.

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

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

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

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

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

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

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

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

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

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

**Additional Information**

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

**Mr Alwyn Petrus Vorster**

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

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

**Ms Elizabeth Caroline Henson**

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

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

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

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