Alien Metals Limited (LON:UFO) has entered into a conditional agreement with Venari Minerals Ltd to acquire 100% of the fully paid ordinary shares in Knox Resources Pty Ltd, a wholly owned subsidiary of Venari. Knox is the 100% legal and beneficial owner of the Georgina Basin Iron-Oxide Copper Gold project, comprising a tenement package of approximately 2,500 km² in the Northern Territory, Australia. The acquisition is subject, inter alia, to the satisfactory completion of due diligence by Alien Metals.
The Company is also pleased to announce certain board and management changes, including that Vincent Fayad will be appointed to the Board of Alien Metals as an Executive Director with effect from completion of the acquisition of the Georgina Basin Project. Mr Fayad will work closely with the Board and management team to advance the Company’s existing portfolio of projects and to lead the integration and development of the Georgina Basin Project. Additionally, an experienced technical team which will include Matthew Healy and Paul Abbott, will be appointed via a service agreement with Venari to assist in managing the technical aspects of all the Company’s projects.
The Company also confirms that with effect from Mr Fayad’s formal appointment, Bruce Garlick, currently Executive Chairman, will move to a non-executive director role until the date falling three months from the date of this announcement, to ensure an orderly handover of his responsibilities. The Board thanks Mr Garlick for his valuable support and guidance in progressing the Company’s transaction with Venari towards completion and other activities in recent months.
Key Highlights
The Georgina Basin acquisition
· Alien is to acquire a 100% interest in Knox. Knox is the 100% legal and beneficial holder of the Georgina Basin Project consisting of seven granted tenements.
· Exploration and drilling conducted by the former owners has confirmed the IOCG (Iron Oxide-Copper-Gold) potential in the Georgina tenement package, with the identification of elevated IOCG pathfinder elements, such as copper, bisumuth, silver and uranium, in drilling, including intersections of high-grade uranium mineralisation.
1. Leichhardt East
§ 0.32 m @ 0.24% U3O8, 819 ppm Cu, 0.15 g/t Ag (from 689.09-689.41 m)
§ 0.75 m @ 0.11% U3O8 (from 481.1-481.85 m)
§ 0.90 m @ 374 ppm U3O8 (from 693.3-694.2 m)
§ Drillhole LE002 pending assays
2. Leichhardt West
§ 0.25 m @ 0.22% Cu (from 536.05-536.3 m)
§ 1 m @ 0.15% Cu (from 600-600.8 m, EOH)
§ 1 m @ 0.12% Cu (from 445-446 m)
§ Broad zone of elevated copper; modelled dense body not intersected
3. Banks
§ 4 m @ 226 ppm Cu, 1.55 ppm Bi, 0.43 g/t Ag (from 436-440 m)
§ 3 m @ 167 ppm Cu, 1.02 ppm Bi, 0.22 g/t Ag (from 325-328 m)
§ Larger southern target remains untested
§ > 90 conceptual IOCG targets identified by SRK
§ 3 drill-ready anomalies at Georgina Central (Leichhardt East, Leichhardt West, Banks)
· A novel geophysical modelling approach comprising Ambient Noise Tomography constraint of gravity data, has resulted in the identification of three gravity (density) anomalies that remain to be adequately tested. These targets are ‘drill-ready’ enabling Alien Metals the opportunity to rapidly advance this highly prospective project.
· Venari and the Project’s previous owners have expended approximately A$4.8 million and management time in developing the Georgina Basin Project, with over six drill holes being completed. The work done to date indicates that the Georgina Basin Project is highly prospective and it has identified uranium and gold prospects, however, it is a non-core asset in Venari’s portfolio of projects.
· The total consideration for the Acquisition of £200,000 comprises a cash payment of £100,000 and the issue of 90,260,854 fully paid shares in Alien (“Consideration Shares”) with an issue price of 0.11079 pence per share (the “Issue Price”), representing a total of £200,000, with all consideration payable on completion. The Issue Price is based on the 20 day VWAP of the Company’s shares until the period ended 30 June 2026, and represents a 0.71 per cent. premium to the closing mid-price of the Alien shares on 5 July 2026. Based on the closing mid-price of an Alien share on 5 July 2026 the Consideration Shares have a value of £99,287 and the aggregate value of the consideration would be £199,287.
Board and management changes
· Michael Carter, currently a Non-Executive Director of the Company, will assume the role of Non-Executive Chairman of the Company, with immediate effect, further strengthening the Company’s corporate governance framework.
· Vincent Fayad’s appointment as Executive Director, brings with it over 20 years of listed company experience, including in management and strategic direction. Mr Fayad also has over 40 years of professional experience in the area of mergers and acquisitions. Mr Fayad will remain a non-Executive Director, joint Company Secretary and joint Chief Financial Officer of Venari post-completion of the Acquisition.
· Bruce Garlick, currently the Company’s Executive Chairman, will resign as executive director with effect from the date of Mr Fayad’s formal appointment. Mr Garlick will continue as a Non-executive Director from that date until the Resignation Date to ensure an orderly handover of his responsibilities.
· Alien’s technical team will be enhanced with the appointment of an expert technical and geological team comprising Matt Healy and Paul Abbott from Venari, which will assist in expediting the planned exploration works. The technical executive team have a combined experience of over 50 years in geology, exploration and mining focused on base and precious metals. Both have extensive knowledge of copper-gold projects and in particular the Project.
· The proposed transaction further strengthens Alien Metals’ management team, diversifies Alien’s commodity exposure to key commodities including copper and uranium, which is critical for the electrification of global economy, AI database build out and industry.
Incoming Chairman, Michael Carter commented:
“I am excited about the potential of the Georgina Basin Project, particularly given the significant body of exploration work already completed and its demonstrated prospectivity. I am also delighted to welcome Vincent Fayad and the proposed technical team to Alien Metals. Together, these developments position the Company strongly to advance its portfolio and create long-term value for shareholders.”
Proposed acquisition of the Georgina Basin Project
Alien has entered into a conditional binding agreement to acquire 100% of the Project located in the Northern Territory from Venari. The proposed acquisition would see Alien acquire 100% of Venari’s wholly owned subsidiary, Knox Resources Pty Ltd.
The Acquisition leverages exploration expenditure of A$2.6 million by former owner, Greenvale Energy Limited and A$2.2 million by Venari. This expenditure has resulted in a substantial level of exploration work available to Alien to advance the Project towards a discovery, including:
· 6 exploration drill holes for 4,048m total;
· 27,000 line-km of high-density airborne magnetic-radiometric surveying;
· 2,200-point gravity surveying at 1kmx1km and prospect-scale station spacings;
· 1,423 line-km of VTEM airborne electromagnetic surveying;
· Conceptual IOCG target generation identifying over 90 IOCG-style targets, conducted by highly regarded international resources consulting group SRK; and
· Two Ambient Noise Tomography surveys and the central and eastern tenement groups.
About Iron Oxide-Copper-Gold (IOCG) Deposits
IOCG deposits generally represent one of Australia’s most significant sources of copper and the deposit style has manifested several of the country’s largest copper and gold operations, which can also contain significant concentrations of gold, bismuth, rare earth elements (“REE”) and uranium1.
Deposits range from large, lower grade deposits to smaller very-high grade variants. Major IOCG deposits in Australia include:
· BHP’s giant 8.5Bt Olympic Dam IOCG mine, which has a 38+ year production history2;
· Carappeteena and Prominent Hill, in South Australia, acquired by BHP as part of the A$9.6 billion Oz Minerals acquisition3;
· Ernest Henry copper – gold mine hosting 88Mt, with a 30+yr production history Ernest Henry mine4 in Northwest Queensland, acquired by Evolution Mining for A$1 billion in 20215, and
· The ultra high-grade Juno deposit located in Tennant Creek, Northern Territory, which had an average mill-feed grade of 60g/t Au from 455kt mined6.
Project History
Located in the highly prospective East Tennant province in the Northern Territory, the Georgina Basin Project comprises seven granted Exploration Licenses and three under application, for a combined total of 2,500km2.
The East Tennant region was the subject of intense geoscientific investigation by both Geoscience Australia and the Northern Territory Geological Survey as part of the Australian Federal Government’s A$225 million Exploring for the Future program (EFTF). This work included solid geology interpretation, alteration proxy mapping and mineral prospectivity mapping for IOCG deposits (see Figure 1).
Figure 1. Knox Resources tenements over Geoscience Australia IOCG Prospectivity Mapping, Mines and Mineral Occurrences
The collaborative MinEx CRC National Drilling Initiative, conducted in late 2020, confirmed the highly prospective nature of the region by intersecting prospective host rocks, IOCG-style alteration and sulphide mineralisation as part of a 10-hole program at East Tennant.
Following a competitive tender, Knox, owned by Greenvale at the time, was successfully awarded ten tenement areas, of which seven progressed through to grant. Greenvale was active in exploration from 2021 through 2022, conducting geophysical surveying, conceptual targeting, and exploration drilling of four holes. Venari acquired the project in late from Greenvale 2022 and subsequently conducted further geophysical surveying7 and drilled two exploration drill holes8.
The exploration conducted by Venari and previous owners confirmed the IOCG potential at the Project, with the identification of elevated IOCG pathfinder elements, such as copper, bismuth, silver and uranium, in drilling, including intersections of high-grade uranium mineralisation, associated with ironstones.
Drill-hole KNXLE001RDD intersected the following at the Leichhardt East prospect9:
· 0.32m @ 0.24% U3O8, 819ppm Cu and 0.15g/t Ag from 689.09m
· 0.75m @ 0.11% U3O8, 40.8ppm Bi and 0.11g/t Ag from 481.1m
· 0.90m @ 374ppm U3O8, 11.8ppm Bi and 78.6ppm Cu from 693.3m
Georgina IOCG Project Prospectivity
Numerous magnetic and gravity anomalies across the tenement package indicate the potential for dense, iron-rich, rocks in the subsurface, which may be associated with IOCG-style mineralisation (see Figure 2).
A novel geophysical modelling approach undertaken by Venari, comprising Ambient Noise Tomography constraint of gravity data, has resulted in the identification of three gravity (density) anomalies that remain to be adequately tested. These targets are ‘drill-ready’ enabling Alien Metals the opportunity to rapidly advance this highly prospective project, subject to having adequate cash reserves. The novel nature of this approach has both resulted in the identification of gravity anomalies that may not have been defined accurately if not constrained by ANT data, and in a successful Advance Finding of Research and Development tax incentive eligibility for work associated with evaluating and refining the modelling approach, including drill-testing of the anomalies to collect physical drill core measurements.
Figure 2: Knox tenements, faults and mineral occurrences over total magnetic intensity image
Future Work
Exploration work proposed over the coming 12 months for the Project, which is expected largely to be funded through existing resources, includes:
· Exploration drilling of central tenement prospects 2x holes;
· Airborne magnetic and gravity surveying;
· Geophysical modelling and target generation; and
· Central Land Council on-country meeting to advance tenement applications on Aboriginal Freehold Land to grant.
Key Acquisition Terms and Additional Details
The Acquisition is to occur by Alien acquiring 100% of Venari’s shares in Knox. The key terms of the Agreement include:
A. The aggregate consideration of £200,000 payable by Alien is a payment of £100,000 in cash and the issue of 90,260,854 Consideration Shares with a deemed issue price of 0.11079 pence per share, which has been determined by reference to the 20 day VWAP of the Company’s shares until the period ended 30 June 2026;
B. The outstanding condition precedent to the transaction is the completion of financial, legal and technical due diligence by Alien on Knox and the Georgina Basin Project to its sole and absolute satisfaction. This condition is anticipated to be satisfied within 2 weeks; and
C. Customary commercial representations, warranties and indemnities for such project acquisitions.
Venari is entitled to an amount equal to the R&D tax offset received by Knox from the Australian Tax Office (“ATO”) for the years ended 30 June 2024 and 30 June 2025. Payment will be made within five Business Days of receipt from the ATO following completion, and will not exceed the amount actually received, regardless of any reduction arising from the change of control of the Company.
Alien Metals Portfolio
Subject to the completion of the Acquisition, Alien will have significant interest in the following assets:
o Copper-Gold-Uranium (100%) – the Georgina Basin IOCG asset has intersected elevated copper, bismuth, silver and uranium in previous drilling, and drill targets have been identified that are both highly prospective for IOCG mineralisation, and drill-ready.
o Iron Ore – multiple Direct Shipping Ore (“DSO”) projects in Western Australia:
o Hancock Iron Ore (90%) (Mining Lease): This lease holds an 8Mt resource with a current mining inventory of 4Mt.
o Hancock West Exploration Licence. this project is adjacent to the Hancock Mining Lease and has potential to host DSO.
o Vivash Gorge: This asset contains high-grade iron ore (approximately 58%), located adjacent to a significant Fortescue Metals Group deposit.
o Brockman: This asset contains high-grade iron ore (up to 65%), located adjacent to the Mineral Resources/AMCI/BHP Steel JV (currently producing at a forecast annual production rate of 15Mtpa).
o Silver (30%)- the Elizabeth Hill Silver project (Alien holds a 30% direct and an indirect interest via a shareholding in West Coast Silver Limited) with no funding requirement until a decision to mine is made.
o Platinum Group Metals (PGM) – Copper – (Munni Munni 30%): Alien holds a 30% direct and an indirect interest via a shareholding in a copper-PGM focused ASX listed company, GreenTech Metals Limited, with no funding requirement until a decision to mine is made. This asset exhibits significant potential for PGM’s, nickel and copper, containing a historic JORC resource containing 2Moz PGM with multiple targets currently under investigation.
Board and Executive Changes
The Company also announced that it intends to appoint Vincent Fayad to the Board of Alien as an Executive Director, to move forward the Company’s existing projects, in addition to the Georgina Basin IOCG Project.
This proposed appointment marks a key step in Alien’s continuing strategy to strengthen its corporate leadership and accelerate value creation across its portfolio as the Company evolves into a project generator focused on the acquisition, advancement and monetisation of resource assets.
The appointment of Mr Fayad will add significant corporate and strategic capability to the Company with his more than two decades experience in senior executive roles within global listed resource companies. In addition, Mr Fayad, a Chartered Accountant, has over 40 years’ experience in corporate finance, corporate governance, mergers and acquisitions and executive management with listed companies.
Mr Fayad brings extensive hands‑on experience acting in executive capacities, leading ASX listed companies and executing value‑accretive acquisition and divestment strategies within the resources sector and was previously a Partner and Head of Corporate Finance at accounting firm PKF Australia. He is currently a Non‑Executive Director, Joint Company Secretary and Chief Financial Officer of Venari, having also previously served as an interim Chief Executive Officer.
Mr Fayad has also served as Executive Director of Greenvale Energy Ltd (ASX: GRV), where he was instrumental in the acquisition and advancement of the Gold Basin Project in the USA and in repositioning the Company’s Queensland oil shale asset into a bitumen project. Previously roles which Mr Fayad has undertaken include Executive Director and Chief Financial Officer of European Lithium Ltd (ASX: EUR), resigning in 2012. In April 2026, European Lithium received a non‑binding letter of intent from NASDAQ‑listed Critical Metals Corporation Ltd (NASDAQ: CRML) to acquire all issued share capital of European Lithium in a transaction valuing the company at approximately US$835 million. Mr Fayad was instrumental in the acquisition of European Lithium’s cornerstone asset, the Wolfsberg Lithium Project in Austria which was acquired by Critical Metals Corporation.
Bruce Garlick will continue as Executive Director unit the formal appointment of Mr Fayad to the Board and will thereafter remain on the Board as a non-executive director until the Resignation Date. Mr Fayad will take on the role of Chief Executive Officer of the Company.
Mr Michael Carter who is currently a Non‑Executive Director of the Company, will be appointed Non-Executive Chairman immediately following the appointment of Mr Fayad to the Board.
The information required to be disclosed pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies in respect of Vincent Fayad’s appointment as a director of the Company is set out in Appendix 1 to this announcement and will be updated, if necessary, at the time of his formal appointment.
Enhancement of the Company’s Technical and Management Team
Subject to completion of the Georgina Basin Project acquisition, Alien will also enter into a service arrangement with two highly experienced resource industry executives as technical consultants, Matthew Healy and Paul Abbott.
Matthew Healy is a resources industry executive with over 20 years’ experience across exploration and development in listed and private companies, covering IOCG, base metals, lithium, gold and tungsten. Mr Healy currently is the CEO of Venari.
Paul Abbott has 30 years’ experience across exploration, resource development and tenure management, including work with Anglo American, Xstrata and Peabody.
The Board believes the new technical team will position Alien Metals to successfully execute its project generation strategy, progress and add value to Alien’s existing projects and deliver long‑term value for shareholders.
The appointments are subject to a services agreement with Venari at a fee of A$10,000 per month for 12 months on standard commercial terms.
Funding Update
The repayment date of the balance of circa A$400,000 outstanding under the convertible loan facility made available to the Company by Bennelong has been extended from 30 June 2026 to 31 December 2026 in order to provide Alien with further funding flexibility to progress exploration at the IOCG and other key Alien projects.
