Volt Resources
Annual Report 2021

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ANNUAL REPORT For the year ended 30 June 2021 ACN: 106 353 253 VOLT RESOURCES LTD ANNUAL REPORT For the year ended 30 June 2021 Contents Corporate Directory Directors’ Report Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Directors’ Declaration Independent Auditor’s Report 3 4 17 18 19 20 21 22 47 48 2 VOLT RESOURCES LTD ANNUAL REPORT For the year ended 30 June 2021 Corporate Directory Directors Mr. Asimwe Kabunga (Non-Executive Chairman) Mr. Trevor Matthews (Managing Director) Mr. Giacomo (Jack) Fazio (Non-Executive Director) Company Secretary Ms Susan Park Registered Office Level 25 108 St Georges Terrace Perth WA 6000 Telephone: +61 8 9486 7788 Business Offices Level 25 108 St Georges Terrace Perth WA 6000 Volt Graphite Tanzania Plc C/- Level 1, Golden Heights Building, Wing B Plot No 1826/17 Chole Road Msasani Peninisula, Masaki PO Box 80003 Dar es Salaam, Tanzania Website and Email www.voltresources.com info@voltresources.com Share Registry Link Market Services Level 12, 680 George Street Sydney NSW 2000 Telephone: +61 2 8280 7001 Auditors HLB Mann Judd (WA Partnership) Level 4 130 Stirling Street Perth WA 6000 Securities Exchange ASX:VRC 3 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 Your Directors submit the financial report of Volt Resources Limited (“the Company” or “Volt”) and its Controlled Entities (Consolidated Entity) for the year ended 30 June 2021. DIRECTORS The names of Directors who held office during or since the end of the year: Asimwe Kabunga Trevor Matthews Giacomo Fazio Non-Executive Chairman Managing Director Non-Executive Director PRINCIPAL ACTIVITIES The principal activities of the Consolidated Entity during the financial year included progressing the acquisition of a 70% interest in the Zavalievsky Graphite companies (“Zavalievsky Graphite Business” or “Zavalievsky”) in Ukraine, continuing funding activities to advance to the development stage of its Bunyu Graphite Project in Tanzania and the Guinea gold projects acquisition and exploration programme. RESULTS The loss after tax for the year ended 30 June 2021 was $2,564,475 (2020: $3,143,096). REVIEW OF OPERATIONS Overview Key operational highlights during the 2021 financial year included: Graphite Zavalievsky Graphite On 5 February 2021, Volt announced that it entered into term sheets regarding the proposed acquisition of a 70% interest in the Zavalievsky Graphite business located in the Ukraine. Zavalievsky is a long-life graphite business that has been in operation for 87 years. The graphite mine and processing facilities are located adjacent to the town of Zavallya, approximately 280 kilometres south of the Ukrainian capital Kyiv and 230 kilometres north of the main port of Odessa. Importantly, the Zavalievsky Graphite business has the following significant advantages for Volt: • Located in Eastern Europe, the Zavalievsky Graphite business is in close proximity to key markets with significant developments in LIB facilities planned to service the European based car makers and renewable energy sector. • Makes graphite products across the range and has the potential to significantly increase its large flake production. Long life multi-decade producing mine that has further exploration upside. • • Existing customer base and graphite product supply chains which Volt expects to be able to leverage in developing its existing Bunyu graphite project in Tanzania. • Excellent transport infrastructure covering road, rail, river and sea freight combined with reliable grid power, ample potable ground water supply and good communications. • An experienced workforce which can assist with training, commissioning and ramp-up for the Bunyu development. This is a key risk for financiers and could materially assist the ability to finance the Company’s Bunyu graphite project development. • Potential to generate material cashflow which could make Volt internally funded for corporate costs and working capital into the future. • Co-products of quarry stone for the domestic market and garnet for the European market that could generate material cash flow for relatively low capital and operating cost leveraging the synergies from the graphite business infrastructure and experienced mining and processing staff. 4 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 • A 79% interest in 636 hectares of freehold land, with the mine, processing plant and other buildings and facilities located on that land. On 27 April 2021 the Company announced it had signed binding Share Purchase Agreements (“SPA’s”). Under the SPAs, the existing shareholders (“Vendors”) agreed to sell to Volt 70% of the total issued equity in each ZG Group company for an aggregate purchase price of US$7.6 million payable in two instalments of US$3.8 million. Volt appointed four international and locally recognised consultants to undertake the acquisition due diligence in accordance with agreed scopes of work to review and report on the following areas of the ZG business: • Accounting and Tax – Deloitte Ukraine • Legal and Commercial – Avellum • Technical (processing, engineering, capital projects, organisation) – Bilfinger Tedobin Ukraine Technical (geology, mining, environment) - Wardell Armstrong International • The due diligence reports by each of the consultants were reviewed and accepted by the Volt Board and management. On 14 May 2021 Volt advised the Vendors that the due diligence enquiries had been satisfactorily completed. On 27 July 2021 Volt completed the acquisition of a 70% controlling interest in the Zavalievsky Graphite business to become a graphite producer. The initial payment was funded via a US$4.0 million convertible security. The remaining US$3.8 million is payable 12 months after the completion of the transaction. Accordingly, the second instalment of the purchase price will become payable in July 2022. More details regarding the Zavalievsky acquisition are disclosed under the “Subsequent events” note. European Battery Alliance During the June quarter 2021, the Company joined the European Battery Alliance (“EBA”). Launched in October 2017, the EBA is a platform for key stakeholders throughout the entire European battery value chain. The EBA250 network includes the European Commission, EU member states, the European Investment Bank and more than 600 industrial, innovation and academia stakeholders. The EBA objective is to build a strong pan-European battery industry that is able to help Europe capture a growing market expected to be worth 250B€/year from 2025. Industry participants across the battery value chain include Volkswagen, Tesla, Volvo, LG Chem, CATL and Albemarle. Formal actions being facilitated by the EBA and relevant to Volt’s business and plans include: • Create and sustain a cross-value chain ecosystem for batteries. This includes mining, processing, materials design, second life, and recycling within the EU, encouraging cross- sectoral initiatives between academia, research, industry, policy, and the financial community. • Facilitate the expansion/creation of European sources of raw materials. The EBA250 includes a Business Investment Platform (BIP) together with financial institutions – public and private – and several core industrial partners. The objective of the BIP is to: • Shorten the time to investment • Reduce business risk for the investee • Reduce investment risk for the investor 5 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 Bunyu Graphite Tanzania The Company remains focused on the two stage development of its wholly-owned Bunyu Graphite Project in Tanzania and continued with project development funding discussions during the year. The Bunyu Graphite Project is ideally located near to critical infrastructure with sealed roads running through the project area and ready access to the deep-water port of Mtwara 140km to the south east. Volt completed the Stage 1 Feasibility Study (FS) based on a mine and processing facility producing on average 23.7ktpa of graphite products. The Stage 1 FS showed attractive project economics with a capital development cost of US$31.8m1. Stage 1 has low development capital requirements and benefits from a low strip ratio, near surface, higher grade zone. A simple mining method will be used with an open pit of 40m depth, using a conventional drill and blast, load and haul mining method. Recent flotation test-work has demonstrated that high grade graphite products, at coarse flake sizes, can be produced using a relatively simple flotation process. The strategy of staging the project development provides a low-cost, fast-track path to get the Bunyu Project into production and deliver consistent representative product to the market place. Stage 1 will facilitate product validation and assist in securing long-term offtake agreements to support development of the large-scale Stage 2 project. The Stage 1 development will have the added benefit of de-risking the full-scale project, improving the ability to finance the expansion, reducing the risks of commissioning and production ramp up delays, cost and schedule overruns. Bunyu Stage 1 Development Funding The Company’s Mauritian Note Offer was extended at the start of the December 2020 quarter with an offer closing date of 24 December 2020. The Company was unable to raise funds from the Note Offer and elected not to prepare a new application and prospectus to extend the Note offer. The purpose of progressing with the sourcing of development funding is to enable the Company to: (a) commence the development of the Stage 1 Bunyu Graphite Project in Southern Tanzania including the construction of a 400,000tpa concentration plant and associated infrastructure; and (b) fund the resettlement costs of people currently farming and/or living within the project development area. The Company has continued with Bunyu Stage 1 funding discussions despite the disruption experienced with the COVID-19 pandemic, changes in work arrangements and international travel restrictions. Advanced discussions continue with a leading African development bank on a debt funding proposal. Gold Gold Projects Guinea On 28 July 2020 the Company announced it had completed the acquisition of all of the issued capital of Gold Republic Pty Ltd. Gold Republic is the legal and beneficial holder of all of the issued share capital in each of Norsk Gold Pte. Ltd, (a registered Singaporean entity which in turn is the legal and beneficial holder of all of the issued share capital in Novo Mines Sarlu) and KB Gold Sarlu. Novo Mines and KB Gold hold 100% of the legal and beneficial interests in the permits. Guinea Projects and Permits Volt has six permits and has formed them into three projects – the Kouroussa Project, Mandiana Project and Konsolon Project. See Figure 1 below for the project and permit locations. 1 Refer to Volt’s ASX announcement titled “Positive Stage 1 Feasibility Study Bunyu Graphite Project” dated 31 July 2018. The Company confirms that it is not aware of any new information or data that materially affects the information included in this document and that all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed. 6 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 The Kouroussa Project is formed by three permits, the Kouroussa, Kouroussa West and Fadougou permits. The Kouroussa and Kouroussa West permits border Predictive Discovery’s Kaninko Project which was the subject of a recently announced discovery of high-grade gold mineralization. The Konsolon Project constitutes one large permit named Konsolon. The permit has a NW-SE trending soil geochemical anomaly identified by previous explorers. The Mandiana Project is formed by the Nzima and Monebo permits. The Nzima permit area surrounds the Nzima gold deposit which is operated by small scale miners. Figure 1. The Permits located in the Suguiri Basin which forms part of the richly mineralised West African Birimian Gold Belt. Exploration activities The Company commenced the Guinea gold projects auger drilling campaign during the March 2021 quarter. The campaign includes the three gold project areas (Kouroussa, Mandiana and Konsolon) with drilling on four exploration permits later extended to five exploration permits. The programmes are designed to generate initial Reverse Circulation and Diamond Drilling targets with drilling planned to be undertaken later this year. The results from its initial power auger drilling programme for the Kouroussa permit were released late in the March 2021 quarter providing a very positive start to the auger drilling programme with the first exploration permit tested reporting a number of anomalous gold results. The auger programme identified anomalous gold spread over an area of approximately 1,200 metres by 900 metres with no testing of the mineralization to depth. The mineralization over this broad area may relate to a single system, and this is to be confirmed by future deep drill programmes. 7 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 During the June 2021 quarter the exploration team completed the auger drilling component of the exploration campaign incorporating the Kouroussa (including in-fill drilling), Kouroussa South, Fadougou, Nzima, Monebo and Konsolon permits. Sample assay results are either being evaluated or waiting to be received from the laboratory. There is significant delay in receipt of sample assay results due to the level of exploration activity in the region serviced by the laboratory. Corporate Overview On 28 July 2020 Volt advised that it had completed the acquisition of all of the issued shares in Gold Republic Pty Ltd (“Gold Republic”). 121,718,576 fully paid ordinary shares were issued on completion of the acquisition of Gold Republic Pty Ltd to a company controlled by Volt Chairman Asimwe Kabunga as approved by shareholders at the general meeting held on 20 July 2020. Based on the closing share price of Volt shares of $0.019 per share on the date of shareholder approval, the fair value of the acquisition was $2.31 million. On 21 August 2020, 10,000,000 performance rights were issued to Mr H Millanga, a senior geologist of the Company pursuant to the terms and conditions approved by shareholders at a general meeting on 20 July 2020. During February 2021, 5,000,000 performance rights were converted to 5,000,000 fully paid ordinary shares and issued to Mr H Millunga in accordance with him achieving the initial vesting condition attached to the performance rights. On 10 September 2021 the remaining 5,000,000 performance rights were converted to fully paid ordinary shares following the achievement of the remaining vesting condition. On 23 October 2020, the Company successfully raised $1,565,000 (before costs) to assist with funding the next phase of the exploration programmes on the Guinea gold projects and to provide working capital for Volt’s Tanzanian graphite project and to meet ongoing corporate costs. The capital raising was completed through the placement of 142,272,728 new fully paid ordinary shares at A$0.011 per share (Placement) together with 71,136,364 unlisted free attaching options with an exercise price of $0.022 and a maturity date of 23 October 2023 (with each investor receiving one option for every two shares subscribed for under the Placement). Volt’s Chairman, Asimwe Kabunga, subscribed for $500,000 of the placement shares through his private company, Kabunga Holdings Pty Ltd. On 19 February 2021, the Company announced it had successfully raised A$3.65 million (before costs) through the placement of 243,333,333 new fully paid ordinary shares. Volt’s Chairman, Asimwe Kabunga, subscribed for $600,000 of the Placement shares through his private company, Kabunga Holdings Pty Ltd. Managing Director Trevor Matthews subscribed for $30,000 of Placement shares and Non-Executive Director Jack Fazio subscribed for $20,000 of Placement shares. At a general meeting held on 17 May 2021, shareholders approved the issue of placement shares to the Volt directors. General Meetings On 20 July 2020 all resolutions presented to shareholders at a general meeting were passed by a poll. The AGM was held on 30 November 2020 and all resolutions were passed by a poll. At a general meeting held on 17 May 2021, all resolutions presented to shareholders were passed by a poll. Board and Management Changes On 30 June 2021, the COO/CFO Mr David Sumich resigned from the Company in order to pursue other opportunities. The COO duties will be undertaken by the Managing Director with support from the other Board members. The CFO duties will be shared between the Managing Director and a newly appointed Financial Controller. No changes occurred at a Board level during the financial year ending 30 June 2021. 8 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 DIRECTOR AND COMPANY SECRETARY INFORMATION Mr Asimwe Kabunga | Non-Executive Chairman From 4 August 2017, appointed 5 April 2017 Qualifications: Bachelor of Science, Mathematics and Physics. Other current directorships of Listed Public Companies: Lindian Resources Limited (Chairman). Former directorships of Listed Public Companies in last three years: Strandline Resources Limited. Interests in Shares and Options over Shares in the Company: 427,805,420 fully paid ordinary shares and 22,727,273 options. Asimwe Kabunga is a Tanzanian born Australian entrepreneur with multiple interests in mining and IT businesses around the world. Mr. Kabunga has extensive technical and commercial experience in Tanzania, Australia, United Kingdom and the United States. Mr. Kabunga has been instrumental in establishing the Tanzania Community of Western Australia Inc. and served as its first President. Mr. Kabunga was also a founding member of Rafiki Surgical Missions and Safina Foundation, both NGOs dedicated to helping children in Tanzania. Mr Trevor Matthews | Managing Director Appointed 1 May 2020 Qualifications: Bachelor of Commerce, Post Graduate Diploma in Applied Finance and Investment. Other current directorships of Listed Public Companies: Victory Goldfields Limited. Former directorships of Listed Public Companies in last three years: nil. Interests in Shares and Options over Shares in the Company: 3,580,043 fully paid ordinary shares. Mr Matthews has an accounting and finance background with 35 years experience in the resources industry including roles with North and WMC Resources in executive-level positions. More recently, his last two roles were as Managing Director for ASX listed companies MZI Resources (2012-16) and Murchison Metals (2005-11). During his career Mr Matthews has gained considerable experience managing a number of nascent resource projects through to production. Consequently, he has extensive executive management experience of feasibility studies, project planning/development, coordination and leveraging capital markets effectively to secure the appropriate mix of debt/equity funding, to successfully complete a mining project. Mr Giacomo (Jack) Fazio | Non-Executive Director Appointed 1 July 2019 Qualifications: Diploma in Geometry, Associate Diploma in Civil Engineering, Graduate Certificate in Project Management. Other current directorships of Listed Public Companies: Lindian Resources Limited (Non- Executive Director). Former directorships of Listed Public Companies in last three years: nil. Interests in Shares and Options over Shares in the Company: 2,249,225 fully paid ordinary shares. Mr Fazio is a highly experienced project, construction and contract/commercial management professional having held senior project management roles with Primero Group Limited, Laing O’Rourke and Forge Group Ltd. His experience ranges from feasibility studies through to engineering, procurement, construction, and commissioning of diverse mining resources, infrastructure, oil & gas and energy projects. 9 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 Ms Susan Park| Company Secretary Appointed 1 August 2017 Ms Park has over 25 years’ experience in the corporate finance industry and has extensive experience in Company Secretarial and Non-Executive Director roles on ASX, AIM and TSX listed companies. She is founder and Managing Director of consulting firm Park Advisory Pty Ltd, which specialises in the provision of corporate governance and company secretarial advice to ASX, AIM and TSX listed companies. She has previously held senior management roles at Ernst & Young, PricewaterhouseCoopers and Bankwest, both in Perth and Sydney. Ms Park holds a Bachelor of Commerce degree majoring in accounting and finance, is a Chartered Accountant, a Fellow of the Financial Services Institute of Australasia, a Fellow of the Institute of Chartered Secretaries and Administrators and a Graduate Member of the Australian Institute of Company Directors. MEETINGS OF DIRECTORS The following table sets out the number of meetings of the Company’s Directors (and committees of Directors) held during the year ended 30 June 2021, and the number of meetings attended by each Director. Directors Number of Meetings Eligible to Attend Number of Meetings Attended Mr. Asimwe Kabunga Mr. Trevor Matthews Mr. Giacomo Fazio 8 8 8 8 8 8 SHARE OPTIONS At the date of this report the following options have been granted over unissued capital. Grant Date Details Expiry Date Exercise Price Number of Options 15 May 2020 Unlisted options 15 May 2022 $0.01 55,000,000 23 October 2020 Unlisted options 23 October 2023 $0.022 69,450,002 26 July 2021 Unlisted Options 26 July 2024 $0.05 30,000,000 9 September 2021 Unlisted Options 9 September 2024 $0.0385 4,259,740 9 September 2021 Unlisted Options 9 September 2024 $0.05 5,000,000 163,709,742 PERFORMANCE RIGHTS On 21 August 2020, 10,000,000 performance rights were issued to a Senior Geologist of the Company with 5,000,000 vesting based on a condition of 6 months continuous service from the date of issue, with the remaining 5,000,000 vesting on continued service 12 months from the date of issue. As at the date of this report, the 10,000,000 rights have vested and converted to 10,000,000 fully paid ordinary shares. REMUNERATION REPORT The “Remuneration Report” which forms part of the Director’s Report, outlines the remuneration arrangements in place for the Key Management Personnel of Volt Resources Limited for the year ended 30 June 2021 and is included from page 12. EVENTS SUBSEQUENT TO REPORTING DATE On 27 July 2021 Volt Resources Ltd completed the acquisition of a 70% controlling interest in the Zavalievsky Graphite business. The cost of the acquisition was US$7.6 million, with US$3.8 million being paid on 27 July 2021 and the remaining US$3.8 million being due for payment on 27 July 2022. The Zavalievsky purchase was funded from proceeds received from a US$4 million convertible securities agreement entered into with SBC Global Investment Fund. A total of 4,400,000 Convertible 10 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 Notes, with each convertible note having a face value of US$1.00, were issued by Volt Resources Ltd to SBC Global Investment Fund. In addition, SBC Global Investment Fund was issued 30,000,000 unquoted options with each option being exercisable at $0.05 per share and having an expiry date of 26 July 2024. On 1 September 2021 Volt Resources Ltd, raised $5.75 million via a placement of 230,000,000 shares at $0.025 per share (“Placement”) to existing shareholders, sophisticated investors, funds and institutions. Volt’s Chairman, Asimwe Kabunga, has committed to subscribe for $700,000 of the Placement shares through his private company, Kabunga Holdings Pty Ltd. Shareholder approval will be required for the issue of shares to Kabunga Holdings Pty Ltd which will be sought at a general meeting of the Company’s shareholders at a date and venue to be advised. The Placement shares, apart from the Placement shares subject to shareholder approval, were issued on 9 September 2021. Peak Asset Management acted as the Lead Manager to the Placement. In addition to the capital raising fees, Peak Asset Management will receive 5,000,000 options with an exercise price of $0.05 (5 cents) with a maturity date of 9 September 2024. The options will be issued under Volt Resources remaining capacity under Listing Rule 7.1. LIKELY DEVELOPMENTS The Consolidated Entity is waiting upon the drilling sample results from the Guinea Gold projects auger program that was carried out during the year. Once these results are available the Board will decide the next steps to be taken with the Guinea tenements. The Consolidated Entity will continue advance discussions with a leading African development bank on a debt funding proposal for the Bunyu Project. Subsequent to development funding being approved and resulting positive final investment decision for Stage 1, the Company would then be in a position to commence resettlement of affected landowners, upgrade of access roads and water supply, preparation of the plant site and commencement of construction works. ENVIRONMENTAL REGULATION The Consolidated Entity has a policy of exceeding or at least complying with its environmental obligations. During the financial year, the Consolidated Entity did not materially breach any particular or significant regulation in respect to environmental management in any of the jurisdictions in which it operates. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There have been no significant changes in the state of affairs of the group to the date of this report, other than those disclosed in the subsequent events note. DIVIDENDS No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2021 (2020: nil). INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS The Company has agreed to indemnify all the Directors and Officers of the Company for any liabilities to another person (other than the Company or related body corporate) that may arise from their position as Directors or Officers of the Company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith. During the financial year the Company paid a premium in respect of a contract insuring the Directors and Officers of the Company and its controlled entities against any liability incurred in the course of their duties to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. 11 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of court to bring proceedings on behalf of the Consolidated Entity or intervene in any proceeding to which the Consolidated Entity is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Consolidated Entity was not a party to any such proceedings during the year. CORPORATE GOVERNANCE A copy of Volt’s 2021 Corporate Governance Statement, which provides detailed information about governance, and a copy of Volt’s Appendix 4G which sets out the Company’s compliance with the recommendations in the fourth edition of the ASX Corporate Governance Council’s Principles and Recommendations is available on the corporate governance section of the Company’s website at www.voltresources.com NON-AUDIT SERVICES No fees for non-audit services were paid or payable to the external auditor of the Parent Entity during the year ended 30 June 2021 (2020: nil). AUDITOR’S INDEPENDENCE DECLARATION The auditor’s independence declaration for the year ended 30 June 2021, which forms a part of the Directors’ Report has been received and is included within this annual report at page 17. REMUNERATION REPORT (Audited) This remuneration report outlines the key management personnel remuneration arrangements of the Consolidated Entity in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report, key management personnel (KMP) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Consolidated Entity, directly or indirectly, including any Director (whether executive or otherwise) of the parent company, and includes the specified executives. For the purposes of this report, the term 'executive' encompasses the chief executive, senior executives and secretaries of the Parent and the Consolidated Entity. Remuneration Committee The Company is not of a sufficient size to justify the establishment of a remuneration committee and so the Board of Directors of the Company fulfils this obligation and is responsible for determining and reviewing remuneration arrangements for the directors and executives. The Board of Directors assesses the appropriateness of the nature and amount of remuneration of executives on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality, high performing Director and executive team. Remuneration Philosophy The performance of the Company depends upon the quality of its Directors and executives. To prosper, the Company must attract, motivate and retain highly skilled directors and executives. To this end, the charter adopted by the remuneration committee aims to align rewards with achievement of strategic objectives. The remuneration framework applied provides for a mixture of fixed and variable pay and a blend of short and long term incentives as appropriate. Remuneration Structure In accordance with best practice corporate governance, the structure of Non-Executive Director and executive remuneration is separate and distinct. Non-Executive Directors The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at General Meeting and was capped at $360,000 in November 2018. The Company’s policy is to remunerate Non-Executive Directors at market rates (for comparable 12 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 companies) for time, commitment and responsibilities. Fees for non-executive directors are not linked to the performance of the Company, however to align Directors’ interests with shareholders’ interests, Directors are encouraged to hold shares in the Company, and subject to approval by shareholders, are permitted to participate in the Employee Share Option Plan. Retirement Benefits and Allowances No retirement benefits or allowances are paid or payable to directors of the Company (other than statutory or mandatory superannuation contributions, where applicable). Performance on shareholder wealth In considering the Group’s performance and benefits for shareholder wealth, the Board have regarded the following indices in respect of the current and previous four financial years: EPS loss (cents) Net profit / loss ($’000) Exploration and Evaluation expenditure ($’000) Share price ($) 2021 (0.12) (2,564) 1,450 0.035 2020 (0.19) (3,134) 355 0.024 2019 (0.24) (3,483) 603 0.020 2018 (0.27) (3,079) 4,863 0.021 2017 (0.32) (3,102) 6,167 0.029 Executives Base Pay Executives are offered a competitive level of base pay, which is comprised of a fixed (unrisked) component of their pay and rewards. Base pay for senior executives is reviewed annually to ensure market competitiveness. There are no guaranteed base pay increases included in any senior executives’ contracts. As Managing Director, Mr Matthews will receive a monthly retainer of $3,000 with additional hours charged at a consulting rate of $200 per hour. Mr Matthews has a one-month notice period by either party without cause and immediate termination by the company with cause. Performance rights are to be agreed by the Volt Board and approved by shareholders. Short Term Incentives Payment of short-term incentives is dependent on the achievement of key performance milestones as determined by the Board of Directors. No bonuses have been paid or are payable in respect of the year to 30 June 2021. There have been no forfeitures of bonuses by key management personnel during the current or prior periods and no cash bonuses remained unvested at year-end. Long Term Incentives - Share-Based Compensation Both performance rights and share options have been issued to Directors and executives as part of their remuneration. Share-based compensation instruments are not issued based on performance criteria, however, they are issued with vesting conditions and exercise prices set specifically to increase goal congruence between Directors, executives and shareholders. Performance rights and options granted carry no dividend or voting rights. The Company currently has no policy in place to limit an individual’s risk exposure in relation to the issue of company securities as remuneration. Use of Remuneration Consultants No remuneration consultants were utilised during the 2021 financial year. 13 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 Remuneration of Directors and Key Management Personnel 2021 Short term Performance rights Post employment Directors Asimwe Kabunga Giacomo Fazio Trevor Matthews KMP Base salary & annual leave $ Director fees $ Consulting fees $ Share based payments Superannuation $ $ Total $ Performance related % - - - - - - 36,000 24,000 36,000 96,000 - 96,000 204,000 - 298,704 502,704 - 502,704 - - - - - - - - - - 240,000 24,000 334.704 598,704 - 598,704 - - - - - - - - 2020 Short term Performance rights Post employment Base salary & annual leave $ - - - - - Director fees $ Consulting fees $ 123,559 47,800 6,000 43,800 221,159 28,000 - 62,000 - 90,000 Share based payments Superannuation $ $ Total $ Performance related % - - - - - - - - - - 151,559 47,800 68,000 43,800 311,159 - - - - Directors Asimwe Kabunga Giacomo Fazio1 Trevor Matthews3 Stephen Hunt2 KMP Trevor Matthews3 321,655 Mark Hoffmann4 148,485 470,140 - - - - - - (72,449) 25,000 274,206 (26.4) - 11,749 160,234 (72,449) 36,749 434,440 (16.7) (9.7) 470,140 221,159 90,000 (72,449) 36,749 745,599 Giacomo Fazio was appointed 1 July 2019. 1. 2. Stephen Hunt resigned 1 May 2020. 3. 4. Mark Hoffmann was made redundant 5 February 2020. Trevor Matthews resigned as Chief Executive Officer and was appointed Managing Director 1 May 2020. Share Based Compensation Options There were no options granted, exercised or lapsed during the financial year, in relation to key management personnel’s remuneration. Performance Rights There were no Performance Rights granted, exercised or lapsed during the financial year, in relation to key management personnel’s remuneration. Mr Trevor Matthews has a remaining Tranche C – 10,000,000 Performance Rights. These rights will vest on the achieving a 20 business day VWAP equal to or exceeding 15 cents per share for the Company by October 2021. The fair value of the remaining performance rights granted is estimated as at the date of grant using trinomial option model (Tranche C) taking into account the following inputs: 14 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 Details Share price barrier Expected volatility Risk free interest rate Expected life Exercise price Grant date share price Fair value per right Shares Trinomial Option Model Tranche C3 Performance Rights expiring 22-Oct-2021 $0.15 70% 2.09% 3 years nil $0.021 $0.004 Issued as Remuneration Balance at Beginning of Year 220,632,298 915,892 1,580,043 223,128,233 Key Management Personnel 2021 Asimwe Kabunga Giacomo Fazio Trevor Matthews Total 2020 Asimwe Kabunga Stephen Hunt Giacomo Fazio Trevor Matthews Mark Hoffmann Total 1. 2. Stephen Hunt resigned 1 May 2020. 3. Mark Hoffmann was made redundant 5 February 2020. 160,142,017 12,687,026 - 125,935 300,000 173,254,285 Alwyn Vorster resigned 30 June 2019. - - - - - - - - - - Purchase of Shares Net Other Change Balance at End of Year 207,173,122 1,333,333 2,000,000 210,506,455 207,173,122 1,333,333 2,000,000 210,506,455 427,805,420 2,249,225 3,580,043 433,634,688 - - - - - - 60,490,281 (12,687,026) 915,892 1,454,108 (300,000) 49,873,255 220,632,298 - 915,892 1,580,043 - 223,128,233 Performance rights Key Management Personnel 2021 Balance at Beginning of Year Granted as Remuneration Vested and converted into ordinary shares Lapsed as hurdle not achieved / cancelled - - 10,000,000 10,000,000 Asimwe Kabunga Giacomo Fazio Trevor Matthews Total 2020 Asimwe Kabunga Stephen Hunt1 Matthew Bull Trevor Matthews Mark Hoffmann2 Total 1. 2. Mark Hoffmann was made redundant 5 February 2020. 20,000,000 - 20,000,000 Stephen Hunt resigned 1 May 2020. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (10,000,000) - (10,000,000) Balance at End of Year - - 10,000,000 10,000,000 - - - 10,000,000 - 10,000,000 No employee share options were granted as remuneration during the 2021 and 2020 financial years. Performance rights have been the preferred method of remuneration in recent years. 15 VOLT RESOURCES LTD DIRECTORS’ REPORT For the year ended 30 June 2021 Other Transactions with Key Management Personnel of the Consolidated Entity During the 2021 financial year, there were no other transactions with Key Management Personnel. End of Remuneration Report Signed in accordance with a resolution of directors. Asimwe Kabunga Non-Executive Chairman 29 September 2021 16 AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the consolidated financial report of Volt Resources Limited for the year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of: a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b) any applicable code of professional conduct in relation to the audit. Perth, Western Australia 29 September 2021 B G McVeigh Partner 17 VOLT RESOURCES LTD FINANCIAL STATEMENTS For the year ended 30 June 2021 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2021 Revenue Interest income Other income Expenses Corporate compliance fees Corporate management costs Foreign exchange gain (loss) Marketing and investor relations costs Occupancy expenses Share based payments Interest expenses Other expenses Loss before income tax Income tax (expense)/benefit Loss after income tax Other comprehensive income, net of income tax Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Other comprehensive loss for the year, net of income tax Total comprehensive loss for the year Loss attributable to: Owners of Volt Resources Limited Non-controlling interests Total comprehensive loss attributable to: Owners of Volt Resources Limited Non-controlling interests 2021 $ 25,258 - (645,827) (833,504) (113,817) (174,401) (20,756) (161,157) (335,523) (304,748) (2,564,475) - (2,564,475) 2 2 2 3 2020 $ 580 41,685 (401,755) (1,524,291) 290 (205,945) (46,364) 72,449 (765,662) (350,582) (3,179,595) 45,499 (3,134,096) (1,148,592) 1,161,504 (1,148,592) (3,713,067) 1,161,504 (1,972,592) (2,547,897) (16,578) (2,564,475) (3,713,067) - (3,713,067) (3,139,173) 5,077 (3,134,096) (1,973,390) 798 (1,972,592) Loss per share attributable to owners of Volt Resources Limited Basic and diluted loss per share (cents per share) 4 (0.12) (0.19) The accompanying notes form part of these financial statements. 18 VOLT RESOURCES LTD FINANCIAL STATEMENTS For the year ended 30 June 2021 Consolidated Statement of Financial Position As at 30 June 2021 Current Assets Cash and cash equivalents Trade and other receivables Prepayments Total current assets Non-current Assets Property, plant and equipment Deferred exploration and evaluation expenditure Total non-current assets Total assets Current Liabilities Trade and other payables Borrowings Total current liabilities Non-current Liabilities Total liabilities Net assets Equity Share capital Reserves Accumulated losses Parent entity interest Non-controlling interests Total equity Note 2021 $ 2020 $ 5 6 7 8 9 10 11 12 254,521 82,854 130,190 467,565 264,449 129,281 39,465 433,195 38,487 26,245,694 26,284,181 26,751,746 40,846 23,959,210 24,000,056 24,433,251 573,446 - 573,446 679,635 1,543,299 2,222,934 573,446 26,178,300 2,222,934 22,210,317 75,505,006 5,162 (49,122,208) 26,387,960 (209,660) 26,178,300 67,880,852 1,113,436 (46,574,311) 22,419,977 (209,660) 22,210,317 The accompanying notes form part of these financial statements. 19 VOLT RESOURCES LTD FINANCIAL STATEMENTS For the year ended 30 June 2021 Consolidated Statement of Changes in Equity For the year ended 30 June 2021 At 1 July 2019 Loss for the year Other comprehensive loss Total comprehensive loss Transactions with owners in their capacity as owners Shares issued Cost of share issue Share based payments At 30 June 2020 At 1 July 2020 Loss for the year Other comprehensive loss Total comprehensive loss Transactions with owners in their capacity as owners Shares issued Cost of share issue Share based payments At 30 June 2021 Share capital $ Reserves $ Accumulated losses $ Parent entity interest $ 64,415,434 - - - 3,699,963 (234,545) - 67,880,852 67,880,852 - - - 7,807,053 (287,159) 104,260 75,505,006 20,102 - 1,165,783 1,165,783 - - (72,449) 1,113,436 1,113,436 - (1,165,169) (1,165,169) (43,435,138) (3,139,173) - (3,139,173) 21,000,398 (3,139,173) 1,165,783 (1,973,390) - - - (46,574,311) (46,574,311) (2,547,897) - (2,547,897) 3,699,063 (234,545) (72,449) 22,419,977 22,419,977 (2,547,897) (1,165,169) (3,713,066) - - 56,896 5,162 - - - (49,122,208) 7,807,053 (287,159) 161,157 26,387,962 Non- controlling interests $ (210,458) 5077 (4,279) 798 - - - (209,660) (209,660) (16,578) 16,578 (209,660) - - - (209,660) Total equity $ 20,789,940 (3,134,096) 1,161,504 (1,972,592 3,699,963 (234,545) (72,449) 22,210,317 22,210,317 (2,564,475) (1,148,592) (3,713,066) 7,807,053 (287,159) 161,157 26,178,300 The accompanying notes form part of these financial statements. 20 VOLT RESOURCES LTD FINANCIAL STATEMENTS For the year ended 30 June 2021 Consolidated Statement of Cash Flows For the year ended 30 June 2021 Cashflows from Operating Activities Government incentive received Payments to suppliers and employees Interest received Finance costs Net cash used in operating activities Cashflows from Investing Activities Payments for exploration expenditure Proceeds from disposal of plant and equipment Net cash used in investing activities Cashflows from Financing Activities Proceeds from issue of shares Proceeds from borrowings Repayment of borrowings Payments of share issue costs Costs of loan financing Net cash from financing activities Net decrease in cash held Cash and cash equivalents at beginning of period Cash and cash equivalents as at year end 5 The accompanying notes form part of these financial statements. 2021 $ 2020 $ 7,924 (1,865,786) (11,355) (351,486) (2,220,703) 33,348 (2,252,585) 580 (120,514) (2,339,171) 5 (1,450,056) (3,111) (1,453,167) (355,195) - (355,195) 5,598,661 - (1,543,299) (391,420) - 3,663,942 (9,928) 264,449 254,521 3,380,155 132,208 (1,526,424) (198,545) - 1,787,394 (906,972) 1,171,421 264,449 21 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 Statement of significant accounting policies Basis of preparation Notes to the Financial Statements 1. (a) These financial statements are general purpose financial statements, which have been prepared in accordance with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and comply with other requirements of the law. The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise stated. The financial statements are for the Consolidated Entity consisting of Volt Resources Limited and its subsidiaries. The financial statements have also been prepared on a historical cost basis. Cost is based on the fair values of the consideration given in exchange for assets. The Company is a for-profit listed public company, incorporated in Australia. The principal activities of the Consolidated Entity during the financial year included progressing the acquisition of a 70% interest in the Zavalievsky Graphite Ltd (“Zavalievsky Graphite Business” or “Zavalievsky”) in Ukraine, continuing funding activities to advance to the development stage of its Bunyu Graphite Project in Tanzania and the Guinea gold projects acquisition and exploration programme. Going Concern (b) The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. At 30 June 2021 the Consolidated Entity had cash of $254,521 and net assets of $26,178,300 primarily represented by deferred exploration expenditure of $26,245,694 on its Graphite prospecting tenements in Tanzania and Guinea gold exploration. During the year, net cash outflows from operating activities totalled $2,220,703 primarily in relation to corporate compliance, management, marketing and investor relations costs of the listed parent entity. The Directors are of the opinion that the Consolidated Entity is a going concern due to the following factors: (i) The Company has the ability to raise additional working capital in the shorter term from: a. a capital raising; b. issue of convertible securities; and (ii) The Company has the ability to sell assets, or an interest in assets. Whilst the Directors are confident that the above initiatives will generate sufficient funds to enable the Consolidated Entity to continue as a going concern for at least the period of 12 months from the date of signing this financial report, should these initiatives be unsuccessful, there exists a material uncertainty that may cast significant doubt on the ability of the Consolidated Entity to continue as a going concern and, therefore, whether it will be able to realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. Adoption of new and revised standards (c) In the year ended 30 June 2021, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Consolidated Entity and effective for the current annual reporting periods beginning on or after 1 July 2020. As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Consolidated Entity and therefore no material change is necessary to the Consolidated Entity’s accounting policies. 22 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 Standards and Interpretations issued but not yet adopted (d) The Directors have also reviewed all Standards and Interpretations issued and not yet adopted for the year ended 30 June 2021. As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards and Interpretations in issue but not yet adopted and therefore no material change is necessary to the Group’s accounting policies. Statement of compliance (e) The financial report was authorised for issue on 29 September 2021. The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS). Basis of consolidation (f) The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company: • • • has power over the investee; is exposed, or has rights, to variable returns from its involvement in with the investee; and has the ability within its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the controlling interest having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Consolidated Entity’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members are eliminated in full on consolidation. Critical accounting judgements and key sources of estimation uncertainty (g) The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Share-based payment transactions: The Consolidated Entity measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using either the Black and Scholes or Trinomial Options formula taking into account the terms and conditions upon which the instruments were granted. Exploration and evaluation expenditure: The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits are likely either from future exploitation or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of reserves. 23 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 The determination of a Joint Ore Reserves Committee (JORC) resource is itself an estimation process that requires varying degrees of uncertainty depending on sub-classification and these estimates directly impact the point of deferral of exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions about future events or circumstances, in particular whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available. 2. Revenue and expenses Other income Cashflow boost 2021 $ 25,258 25,258 2020 $ 41,685 41,685 Expenses include: Share based payments - Performance rights 161,157 (72,449) Other expenses Corporate advisors and brokers, including business development Depreciation Travel and accommodation Other Total other expenses - 1,419 59,506 243,824 304,748 1,667 9,029 29,785 310,101 350,582 Accounting policy: revenue recognition Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. Interest income Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. 24 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 3. Income tax A reconciliation between tax expense and the product of accounting loss before income tax multiplied by the Group’s applicable tax rate is as follows: Accounting loss before tax Total loss before income tax expense Tax at the group rate of 30% Share based payments Non-deductible expenses Non-assessable income Capital raising costs deductible Income tax losses and movement in deferred tax not brought to account Profit and loss proportion of research and development tax credit Income tax benefit 2021 $ 2020 $ (2,564,475) (2,564,475) (769,343) 48,347 447,826 (17,939) (13,627) (3,179,595) (3,179,595) 953,879 21,735 (635,584) 12,506 29,196 304,735 (381,732) - - 45,499 45,499 The tax rates used in the above reconciliation are the corporate tax rates of Australia 30% and Tanzania 30% (2021: Australia 30%, Tanzania 30%). The 27.5% tax rate on taxable profits for small businesses does not apply to Australian corporate entities under Australian tax law if greater than 80% passive income is expected. The Consolidated Entity has tax losses arising in Australia of $20,574,154 (2019: $20,339,592) that are available indefinitely for offset against future taxable profits of the companies in which the losses arose. The availability of these losses is subject to the satisfaction of either the same business or continuity of ownership tests. Tax losses arising in Tanzania to 30 June 2020 totalled A$5,749,249. The Tanzania tax losses for the year ended 30 June 2021 total A$5,769,249. Deferred tax assets have not been recognised in respect of these items because it is not sufficiently probable that future taxable profit will be available against which the Consolidated Entity can utilise the benefits thereof. Accounting policy: income tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except: • when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or • when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. 25 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except: • when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or • when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. Tax consolidation legislation Volt Resources Limited and its 100% owned Australian resident subsidiaries have implemented the tax consolidation legislation. Current and deferred tax amounts are accounted for in each individual entity as if each entity continued to act as a taxpayer on its own. Volt Resources Limited recognises both its own current and deferred tax amounts and those current tax liabilities, current tax assets and deferred tax assets arising from unused tax credits and unused tax losses which it has assumed from its controlled entities within the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts payable or receivable from or payable to other entities in the Consolidated Entity. Any difference between the amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) controlled entities in the tax consolidated group. Accounting policy: other taxes Revenues, expenses and assets are recognised net of the amount of GST except: • when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables, which are stated with the amount of GST included. • The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. 26 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 4. Loss per share Loss attributable to owners of Volt Resources Limited used in calculating basic and dilutive EPS (2,547,897) (3,139,173) 2021 $ 2020 $ Weighted average number of ordinary shares used in calculating basic and diluted earnings / (loss) per share (*): Basic / diluted loss per share 2021 Number 2020 number 2,184,764,518 1,677,153,454 Cents per share Cents per share (0.12) (0.19) *As the Consolidated Entity is loss making in both 2021 and 2020, no potential ordinary shares are considered to be dilutive as they would act to decrease the loss per share. The options on issue (Note 13) represent potential ordinary shares but are not dilutive and accordingly have been excluded from the weighted average number of ordinary shares and potential ordinary shares used in the calculation of diluted loss per share. Accounting policy: earnings/loss per share Basic earnings/loss per share is calculated as net profit or loss attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit or loss attributable to members of the parent, adjusted for: • • costs of servicing equity (other than dividends) and preference share dividends; the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. 27 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 5. Cash and cash equivalents Reconciliation of operating loss after tax to the net cash flows from operations: Loss after tax (2,564,475) (3,134,096) 2021 $ 2020 $ Non-cash items Depreciation and impairment charges Unrealised Foreign currency (gain)/loss Share based payments Capitalised interest Debt establishment fees Change in assets and liabilities Trade and other receivables Prepayments Trade and other payables Provisions Net cash outflow from operating activities Reconciliation of cash: Cash at bank and on hand 1,419 331,684 161,157 - - 46,426 (90,725) (106,189) - (2,220,703) 9,029 (3,910) (72,449) 454,926 189,994 (53,633) 948 332,280 (62,260) (2,339,171) 254,521 254,521 264,449 264,449 Accounting policy: cash and cash equivalents Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash at bank earns interest at floating rates based on daily bank deposit rates. 28 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 6. Trade and other receivables Current GST receivable Cashflow boost receivable Other receivable Non-current Rental bond 2021 $ 40,303 - 42,551 82,854 - - 2020 $ 23,426 16,674 89,181 129,281 - - Accounting policy: trade and other receivables Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within periods ranging from 15 days to 30 days. The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses. 7. Plant and equipment Plant and equipment – at cost Accumulated depreciation Net book amount Balance at the beginning of the year Acquisitions Depreciation expense Disposal Foreign currency translation Balance at the end of the year 2021 $ 149,370 (110,884) 38,487 40,846 2,494 (1,419) - (3,435) 38,487 2020 $ 158,378 (117,532) 40,846 45,670 - (9,029) - 4,199 40,846 Accounting policy: property, plant and equipment Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows: • Plant and equipment – over 3 years The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. Impairment The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired. The recoverable amount of plant and equipment is the higher of fair 29 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash- generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair value. An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount. For plant and equipment, impairment losses are recognised in profit or loss for the year as a separate line item. Derecognition and disposal An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised. 8. Deferred exploration and evaluation expenditure Exploration and evaluation phase – at cost At beginning of the year Exploration expenditure during the year Non-cash Acquisition Foreign currency translation Total exploration and evaluation 2021 $ 2020 $ 23,959,210 1,450,056 2,312,653 (1,476,225) 26,245,694 22,394,753 355,195 - 1,209,262 23,959,210 Accounting policy: exploration and evaluation Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied: a) the rights to tenure of the area of interest are current; and b) at least one of the following conditions is also met: (i) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or (ii) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). 30 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development. Capitalised exploration and evaluation expenditure represents the accumulated cost of acquisition and subsequent cost of exploration and evaluation of the properties. Ultimate recoupment of these costs is dependent on the successful development and commercial exploitation, or alternatively, sale, of the respective areas of interest. Accounting policy: impairment of assets The Consolidated Entity assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Consolidated Entity makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. 9. Trade and other payables Trade payables and accruals 2021 $ 573,446 573,446 2020 $ 679,635 679,635 Accounting policy: trade and other payables Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Consolidated Entity prior to the end of the financial year that are unpaid and arise when the Consolidated Entity becomes obliged to make future payments in respect of the purchase of these goods and services. Trade and other payables are presented as current liabilities unless payment is not due within 12 months. Trade payables are non-interest bearing and are normally settled on 30-day terms. 31 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 10. Borrowings Current Directors’ loansa) Short-term loanb) Insurance premium funding Total current borrowings Movement in borrowings: 2021 Opening balance Proceeds from borrowings Repayment of borrowings Non-cash repayments Interest paid Interest and borrowing costs expensed Forex movement on USD loans 2020 Opening balance Proceeds from borrowings Repayment of borrowings Non-cash repayments Interest paid 2021 $ - - - - 2020 $ 73,595 1,461,159 8,545 1,543,299 Other loans $ a) Lars Bader loan $ Working capital $ b) c) Insurance premium funding $ Total $ - 1,461,159 73,595 8,545 1,543,299 - - - - - - - - - - - (1,582,003) (75,781) (9,015) (1,666,799) - 348,830 - (227,986) - - 2,186 - - - - 470 - - - - 351,486 - (227,986) - 1,422,761 1,004,648 100,948 - 2,528,357 - (1,422,761) - - - - 120,000 12,208 132,208 (100,000) (3,663) (1,526,424) (50,329) - (50,329) (13,236) (102,186) (948) 3,924 - (201) (116,571) 201 558,263 - 17,795 1,461,159 73,595 8,545 1,543,299 Interest and borrowing costs expensed 13,236 540,902 Forex movement on USD loans - - 17,795 a) The Company entered into a secured funding agreement on 14 January 2019 to provide a short-term loan for six months with a face value equivalent to A$1.5 million (US$1.0 million) and principal repayments totalling approximately A$0.1 million during the April to June 2019 quarter, the loan is denominated in US$ and the proceeds totalled the equivalent of A$1,339,286. b) On the 24 June 2019 as part of US$1.0 million in funding from a European based high net worth investor, Volt received US$700,000 in unsecured loan funds with the full amount due at maturity in 18-months. The total amount payable at maturity includes a deferred establishment fee of US$350,000. On 26 June 2020, interest payable of US$70,000 was capitalised to the loan balance bringing to total loan to US$770,000. The interest rate applicable for the remainder of the loan term increased to 30% per annum. Lars Bader loan was paid in full during the year. c) On 14 November 2019 Mr Asimwe Kabunga and Mr Trevor Matthews provided both provided unsecured short-term loans of $50,000 each. The loans have a 10% interest rate per annum payable at maturity and a maturity date of 30 September 2020 or earlier at the Company’s discretion. The loan from Mr Kabunga was repaid on 9 January 2020 by issue of shares at 32 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 $0.01. On 8 April 2020, a further $20,000 was lent by Mr Trevor Matthews, the balance of $73,595 including capitalised interest remains unpaid at 30 June 2020. d) During February 2021 the Company successfully raised capital of $3,650,000 (before costs) to assist with funding. Part of proceeds of the funding was used to clear the outstanding debt facilities at the time. In Relation to “Repayments of borrowings” totalling $1,666,799, the net total of this amount appears in the following areas within the Statement of Cash Flows; Finance costs $351,486, Forex movement on USD loans $(227,987) is sitting within “Payments to Suppliers and Employees”, repayment of borrowings $(1,543,299) . e) 11. Issued capital a) Share capital Ordinary shares fully paid 2021 $ 75,505,006 75,505,006 2020 $ 67,880,852 67,880,852 b) Movement in shares on issue 2021 number 2021 $ 2020 number 2020 $ Balance at the beginning of the year Share placements Shares for Guinea Acquisition Options exercised Vested Performance Rights Share issue costs Balance at the end of the year 1,898,836,797 67,880,852 5,269,261 387,809,849 2,312,653 121,718,576 279,400 26,336,363 50,000 5,000,000 (287,159) - 75,505,006 2,439,701,585 1,476,323,875 168,333,334 - 129,083,416 125,096,172 - 1,898,836,797 64,415,434 900,000 - 1,549,000 1,250,963 (234,545) 67,880,852 c) Share options Grant Date Details Expiry Date Exercis e Price Balance 30 June 2020 Movement during the year Balance 30 June 2020 15 May 2020 23 October 2020 Unlisted options Unlisted options 15 May 2022 $0.01 80,000,000 (25,000,000) 55,000,000 23 May 2023 $0.22 71,136,365 (1,336,363) 176,672,365 26,336,363 69,800,002 124,800,002 The options granted during the 2021 financial year were free attaching to the October 2020 placement. The options granted during the 2020 financial year were free attaching to the May 2020 placement. 33 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 d) Performance rights Milestone Mr H. Millanga Continued Employment six months from Grant Continued Employment twelve months from Grant 21 February 2021 21 August 2021 Achieving a VRC 20- day VWAP of 15 cents per share 22 October 2021 Expiry Date Tranche Balance 30 June 2020 Granted during the year Vested during the year Expired during the year Balance 30 June 2021 B B C - - - - 5,000,000 (5,000,000) - - 5,000,000 10,000,000 - - 20,000,000 (5,000,000) - 5,000,000 - - 10,000,000 15,000,000 Tranche C rights contain market based vesting conditions and have been valued using an up and in single barrier share option pricing model with a Parisian barrier adjustment. The model takes into consideration that the Tranche C Rights will vest at any time during the performance period, given that the VWAP exceeds the determined barrier over the specified number of days. The model incorporates a trinomial option pricing model. Mr Millanga’s rights contain only non-market vesting conditions and were valued using the company’s share price at the date of grant. Accounting policy: issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 12. Reserves Share based payments reserve Foreign currency translation reserve Movement in Reserves; Share based payments reserve Balance at the beginning of the year Share based payment Options Exercised Transfer to accumulated losses on expiry of options and lapse of performance rights Balance at the end of the year Foreign currency translation reserve Balance at the beginning of the year Currency translation differences Balance at the end of the year Total reserves 2021 $ 79,289 (74,128) 5,161 2021 $ 22,393 161,157 (104,261) - 79,289 1,091,042 (1,165,169) (74,127) 5,162 2020 $ 22,393 1,091,043 1,113,436 2020 $ 94,842 (72,449) - 22,393 (74,740) 1,165,782 1,091,042 1,113,436 34 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 Accounting policy: foreign currency translation Both the functional and presentation currency of Volt Resources Limited and its Australian subsidiaries is Australian dollars. Each entity in the Consolidated Entity determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. All exchange differences in the consolidated financial report are taken to profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. The functional currency of foreign operations through Dugal Resources Lda and Xiluva Mozambi Lda, is Mozambique New Metical (MZN) The functional currency of foreign operations through Volt Graphite Tanzania Limited is Tanzanian Shillings (TZS) and US Dollars (USD). As at the reporting date the assets and liabilities of these subsidiaries are translated into the presentation currency of Volt Resources Limited at the rate of exchange ruling at the reporting date and their statements of comprehensive income are translated at the weighted average exchange rate for the year. The exchange differences arising on the translation are taken directly to a separate component of equity, being recognised in the foreign currency translation reserve. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in profit or loss. Share based payments 13. Three share base payments were made during the financial year ending 2021. Performance rights were granted to Mr H. Millanga with 5,000,000 shares vesting, at a cost to the company of $50,000. Mr M.Lew, a long term consultant providing services to the company in relation to business strategy was issued 1,000,000 shares. A corresponding share-based payment expense of $35,000 was recognised, valued using the grant date share price of $0.035. Spark Plus Pte Ltd is engaged to provide investor relations services and was issued 1,203,788 shares in lieu of consulting fees. A corresponding share-based payment expense of $19,260 was recognised, valued using the grant date share price of $0.016. Currently two tranches of performance rights remain valid. The first, relates to Mr H. Millanga for an additional 5,000,000 performance rights which will vest on 21 August 2021 given continuous employment. 10,000,000 performance rights were granted to Mr H. Millanga which vest at specified future dates based on the non-market performance condition of continued employment to those dates. The rights were valued at $0.01 per right (being the grant date share price on 20 July 2020), therefore $100,000 in total. The rights were issued 21 August 2020. 5,000,000 rights vested 6 months after issue, being 21 February 2021, with the remaining 5,000,000 to vest 12 months from issue being 21 August 2021. 35 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 The second relates to Mr Trevor Matthews Tranche C Performance Rights. The fair value of Mr Trevor Matthews performance rights granted is estimated as at the date of grant using the Trinomial Option model (Tranche C Performance Rights) taking into account the terms and conditions upon which the rights were granted: Details Tranche Expiry 20 day share price barrier (VWAP) Expected volatility Risk free interest rate Expected life Exercise price Grant date share price Fair value per right/option Performance Rights C 22 Oct 2021 $0.15 70% 2.09% 3 years nil $0.021 $0.004 Accounting policy: share-based payment transactions Equity settled transactions: The Consolidated Entity provides benefits to employees (including senior executives) of the Consolidated Entity in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). The cost of these equity- settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Black-Scholes model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Volt Resources Limited (market conditions) if applicable. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects a) the extent to which the vesting period has expired; and b) the Consolidated Entity’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The consolidated statement of profit or loss and other comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings/loss per share (see Note 4) 36 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 14. Financial instruments a) Capital risk management The Consolidated Entity manages its capital to ensure that entities in the Consolidated Entity will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Consolidated Entity’s overall strategy remains unchanged from 2020. The capital structure of the Consolidated Entity consists of debt, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. None of the entities are subject to externally imposed capital requirements. Operating cash flows are used to maintain and expand operations, as well as to make routine expenditures such as tax, and general administrative outgoings. Gearing levels are reviewed by the Board on a regular basis in line with its target gearing ratio, the cost of capital and the risks associated with each class of capital. Financial assets Cash and cash equivalents Trade and other receivables Other financial assets Financial liabilities Trade and other payables Borrowings 2021 $ 2020 $ 254,521 82,854 - 337,375 573,446 - 573,446 264,449 129,281 - 393,730 679,635 1,543,299 2,222,934 b) Financial risk management objectives The Consolidated Entity is exposed to market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk. The Consolidated Entity seeks to minimise the effect of these risks, by using derivative financial instruments to hedge these risk exposures where appropriate. The use of financial derivatives is governed by the Consolidated Entity’s policies approved by the board of directors, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by management on a continuous basis. The Consolidated Entity does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. c) Market risk The Consolidated Entity’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates, commodity prices and exchange rates. There has been no change to the Consolidated Entity’s exposure to market risks or the manner in which it manages and measures the risk from the previous period. d) Foreign currency risk management The Consolidated Entity undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters. No forward contracts or other hedging instruments have been used during the current or prior year as the Consolidated Entity’s foreign exchange exposure is not considered to be sufficiently material to justify such activities. The carrying amounts of the Consolidated Entity’s foreign currency denominated monetary assets and monetary liabilities at the balance date expressed in Australian dollars are as follows: 37 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 Assets Liabilities 2021 2020 2021 2020 US dollars Tanzanian shillings 17,458 491,973 7,574 1,024 2,761,446 - 1,461,159 - Foreign currency sensitivity analysis The Consolidated Entity is exposed to US Dollar (USD) and Tanzanian shillings (TZS) currency fluctuations. The following table details the Consolidated Entity’s sensitivity to a 10% increase and decrease in the Australian dollar against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number indicates a weakening against the respective currency. For a strengthening of the Australian Dollar against the respective currency there would be an equal and opposite impact on the result and other equity and the balances below would be negative. USD impact Result for the year TZS impact Result for the year e) Interest rate risk 2021 $ 2020 $ (272,827) (145,359) 49,197 102 As at and during the year ended on reporting date the Consolidated Entity had no significant interest- bearing assets or liabilities, other than liquid funds on deposit and various loans. As such, the Consolidated Entity’s income and operating cash flows (other than interest income from funds on deposit and interest expense on the loans) are substantially independent of changes in market interest rates. The Consolidated Entity’s exposure to interest rate risk for each class of financial assets and liabilities is set out below: Weighted Rate % Weighted Rate % 2021 $ 2020 $ Financial assets Cash and cash equivalents Floating 0.09% 254,521 0.40% 264,449 Financial liabilities Borrowings Fixed - 30% 1,543,299 Consolidated Entity and Parent Company sensitivity The sensitivity analyses below have been determined based on the exposure to interest rates at the balance date and the stipulated change taking place at the beginning of the financial year and held constant through the reporting period. At balance date, if interest rates had been 80 basis points higher or lower and all other variables were held constant, the Consolidated Entity’s net result would increase or decrease by $2,036 (2020: $2,116). This is mainly attributable to the Consolidated Entity’s exposure to interest rates on its variable rate cash holdings. 38 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 f) Credit risk The Consolidated Entity seeks to trade only with recognised, trustworthy third parties and it is the Group’s policy to perform credit verification procedures in relation to any customers wishing to trade on credit terms with the Consolidated Entity. The Consolidated Entity has no significant concentrations of credit risk. g) Liquidity risk Prudent liquidity management involves the maintenance of sufficient cash, marketable securities, committed credit facilities and access to capital markets. It is the policy of the Board to ensure that the Consolidated Entity is able to meet its financial obligations and maintain the flexibility to pursue attractive investment opportunities through keeping committed credit lines available where possible, ensuring the Consolidated Entity has sufficient working capital and preserving the 15% share issue limit available to the Company under the ASX Listing Rules. h) Net fair value The carrying amount of financial assets and liabilities recorded in the financial statements approximate their fair value at 30 June 2021. Accounting policy: investments and other financial assets Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided. Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off. Financial assets at fair value through profit or loss Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss. Financial assets at fair value through other comprehensive income Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition. Impairment of financial assets The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. 39 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss. 15. Commitments and contingencies Within one year - exploration Within one year – office lease One to five years - exploration 2021 $ 49,888 - - 49,888 2020 $ 49,888 - - 49,888 There are no contingent liabilities as at the date of this report, other than for the Resettlement Action Plan totalling US$3.5 million where commencement of resettlements and any commitments are contingent on the consolidated entity making a Final Investment Decision (FID) to develop the Bunyu Graphite project which is contingent on an appropriate level of development funding being sourced. On production and sale of graphite products from the Bunyu Graphite project, the previous owners are entitled to a 3% net smelter royalty on the sale of dried concentrate. At the Company’s election, at any stage in the future the Company may pay US$2.0 million to reduce the royalty rate to 1.5%. On production and sale of gold products from the Guinea project, Kabunga Holdings are entitled to a 2% net smelter royalty on the sale of the end gold product. Changes to the legal framework governing the natural resources sector in Tanzania were passed by the Tanzanian Parliament in early July 2017 and the Company advised the ASX of the impact of the new legislation on 7 July 2017. One impact was the Tanzanian Government would have a 16% non- dilutable free carried interest in Volt’s Tanzanian subsidiary which increases from a current interest of nil. The 16% interest is to apply to mining operations under a mining licence or a special mining licence. The Company is not aware of any further guidance or application of this change to date. The Consolidated entity currently retains a 100% interest in Volt’s Tanzanian subsidiary which holds the Bunyu Graphite Project. 40 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 Financial reporting by segments 16. AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The function of the chief operating decision maker is performed by the Board collectively. Information reported to the Board for the purposes of resource allocation and assessment of performance is focused broadly on the Group’s diversified activities across different sectors. The Group’s reportable segments under AASB 8 are Corporate, Gold and Graphite. 2021 Revenue Interest received Total segment revenue Expenditure Corporate compliance fees Corporate management costs Foreign exchange gain (loss) Marketing and investor relation costs Occupancy expenses Share based payments Finance costs Other expenses Total segment expenditure Loss before income tax SEGMENT ASSETS Segment operating assets Total segment assets SEGMENT LIABILITIES Segment operating liabilities Total segment liabilities Corporate $ Graphite $ Gold $ 25,251 7 25,258 (629,575) (677,927) 134,975 (174,401) (19,935) (161,157) (335,523) (299,741) (2,163,284) (2,138,026) - - - - - - (16,252) (155,577) (248,792) - (821) - - (5,007) (426,449) (426,449) Total $ 25,251 7 25,258 (645,827) (833,504) (116,697) (174,401) (20,756) (161,157) (335,523) (301,868) (2,589,733) (2,564,475) 421,185 421,185 22,650,973 3,679,588 22,650,973 3,679,588 26,751,746 26,751,746 583,850 583,850 (10,404) (10,404) 573,446 573,446 41 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 2020 Revenue Interest received Total segment revenue Expenditure Corporate compliance fees Corporate management costs Foreign exchange gain (loss) Marketing and investor relations costs Occupancy expenses Share based payments Finance costs Other expenses Total segment expenditure Loss before income tax SEGMENT ASSETS Segment operating assets Total segment assets SEGMENT LIABILITIES Segment operating liabilities Total segment liabilities Corporate $ Graphite $ 41,685 580 42,265 - - - Total $ 41,685 580 42,265 (321,000) (1,186,612) (40,721) (204,818) (45,362) 72,449 (756,899) (327,046) (2,809,999) (2,767,734) (80,755) (337,679) 41,011 (1,127) (1,002) - (8,773) (23,536) (411,861) (411,861) (401,755) (1,524,291) 290 (205,945) (46,364) 72,449 (765,662) (350,582) (3,221,860) (3,179,595) 400,382 400,382 24,032,869 24,032,869 24,433,251 24,433,251 2,222,934 2,222,934 - - 2,222,934 2,222,934 Accounting policy: segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of Volt Resources Limited. 42 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 Subsidiaries 17. The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries: Volt Graphite Tanzania Plc Gold Republic Pty Ltd Norsk Gold Pte Ltd Novo Mines Sarlu KB Gold Sarlu Mozambi Graphite Pty Ltd Mozambi Resource Investments Pty Ltd Dugal Pty Ltd Dugal Resources Lda (1) Mozambi Ventures Lda(1) Xiluva Mozambi Lda(1) Country of Incorporation Tanzania Australia Singapore Guinea Guinea Australia Australia Australia Mozambique Mozambique Mozambique 2021 % 100 100 100 100 100 100 100 100 70 80 80 2020 % 100 - - - - 100 100 100 70 80 80 (1) Subsidiaries with non-controlling interests are not material to the consolidated Entity, therefore summarised financial information for these subsidiaries have not been provided in this financial report. 18. Auditors’ remuneration Amounts received or due and receivable by the auditor for: Amounts received or due and receivable by HLB Mann Judd for an audit or review of the financial report Amounts received or due and receivable by other auditors: Amounts received or due and receivable by Innovex in Tanzania for the audit of Volt Graphite Tanzania Ltd 19. Key management personnel remuneration Short term employee benefits Share based payments Post-employment benefits (superannuation) Total remuneration 2021 $ 2020 $ 48,000 33,900 9,470 57,470 11,950 45,850 2021 $ 598,704 - - 598,704 2020 $ 781,299 (72,449) 36,749 745,599 43 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 Parent entity information 20. The following details information related to the parent entity, Volt Resources Limited, as at 30 June 2020. The information presented here has been prepared using consistent accounting policies as presented in Note 1. Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets/(liabilities) Issued capital Reserves Accumulated losses Total equity Loss for the year Other comprehensive income for the year Total comprehensive loss for the year Commitments Within one year One to five years 2021 $ 418,682 27,621,486 28,040,168 583,849 583,849 27,456,319 75,505,006 78,927 (48,127,614) 27,456,319 (2,055,132) (2,055,132) 2021 $ - - - 2020 $ 398,954 23,659,953 24,058,907 2,228,505 - 2,227,505 21,830,402 67,880,852 22,033 (46,072,483) 21,830,402 (2,743,631) - (2,743,631) 2020 $ - - - Accounting policy: parent entity financial information The financial information for the parent entity, Volt Resources Limited, disclosed in this note has been prepared on the same basis as the consolidated financial statements, except as set out below. Investments in subsidiaries, associates and joint venture entities Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of Volt Resources Limited. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments. Share-based payments The Consolidated Entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes model. 44 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 21. Events subsequent to year end On 27 July 2021 Volt Resources Ltd completed the acquisition of a 70% controlling interest in the Zavalievsky group of companies (the ZG Group). The cost of the acquisition was US$7.6 million, with US$3.8 million being paid on 27 July 2021 and the remaining US$3.8 million being due for payment on 27 July 2022. Completion of the ZG Group acquisition was funded from proceeds received from a US$4 million convertible securities agreement entered into with SBC Global Investment Fund. 4,400,000 Convertible Notes, with each convertible note having a face value of US$1.00, were issued by Volt Resources Ltd to SBC Global Investment Fund along with 30,000,000 unquoted options with each option being exercisable at $0.05 per share and having an expiry date which is 3 years after the date of issue. Significant accounting policy disclosures Business combinations The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) fair value of consideration transferred, b) the recognised amount of any noncontrolling interest in the acquiree and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (ie gain on a bargain purchase) is recognised in profit or loss immediately. At the date of Board approval to issue this financial report, the initial accounting for the business combination was incomplete. The acquisition accounting associated with the purchase of the 70% controlling interest in the Zavalievsky Group has not yet finalised the fair values of the assets and liabilities associated with the purchase. This information will be addressed in the 31 December financial report and falls un der the guidance of AASB 3 Business Combinations, provisional accounting. Other Subsequent Events On 1 September 2021 Volt Resources Ltd, raised $5.75 million via a placement of 230,000,000 shares at $0.025 per share (“Placement”) to existing shareholders, sophisticated investors, funds and institutions. Volt’s Chairman, Asimwe Kabunga, has committed to subscribe for $700,000 of the Placement shares through his private company, Kabunga Holdings Pty Ltd. Shareholder approval will be required for the issue of shares to Kabunga Holdings Pty Ltd which will be sought at a general meeting of the Company’s shareholders at a date and venue to be advised. The Placement shares, apart from the Placement shares subject to shareholder approval, were issued on 9 September 2021. Peak Asset Management acted as the Lead Manager to the Placement. In addition to the capital raising fees, Peak Asset Management will receive 5,000,000 options with an exercise price of $0.05 (5 cents) with a maturity date of 3 years from the issue date. The options will be issued under Volt’s remaining capacity under Listing Rule 7.1. 45 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 22. Acquisition of Gold Republic Pty Ltd On 7 July 2020, the Company acquired Gold Republic Pty Ltd (“Gold Republic”) for consideration of 121,718,576 ordinary fully paid shares in the Company as well as a 2% net smelter return on gold recovered from the project and sold by the Company or any of its subsidiaries. Gold Republic holds 100% of the issued capital of KB Gold Sarlu and Norsk Gold Pte Ltd, which holds 100% of the issued capital of Novo Mines Sarlu. KB Gold Sarlu and Novo Mines Sarlu hold the tenement licences which comprise the Guinea gold project. Accounting standard applied The acquisition of Gold Republic has been accounted for as an asset acquisition. The acquisition does not meet the definition of a business combination in accordance with AASB 3 Business Combinations (as Gold Republic is not considered to be a business for accounting purposes). The acquisition has therefore been accounted for as a share-based payment transaction using the principles of AASB 3 Business Combinations and AASB 2 Share-based Payment. The fair value of the consideration paid and allocation to net identifiable assets is as follows: Fair value of consideration paid: Fully paid ordinary shares 2% net smelter royalty Fair value of net identifiable assets acquired: Cash and cash equivalents Debtor and other assets Trade creditors Exploration and evaluation expenditure $ 2,312,653 - 2,312,653 6,476 101,394 (106,757) 2,311,540 2,312,653 (i) No cost has been attributed to the net smelter royalty due to exploration activities of the Company not yet being at a stage to determine if the royalty will be paid. 46 VOLT RESOURCES LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021 1) In the opinion of the directors of Volt Resources Limited (the ‘Company’): a. the accompanying financial statements and notes and the additional disclosures are in accordance with the Corporations Act 2001 including: i. giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2021 and of its performance for the year then ended; and ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations regulations 2001; and b. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2) The financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. 3) This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2021. This declaration is signed in accordance with a resolution of the Board of Directors. Asimwe Kabunga Non-Executive Chairman 29 September 2021 47 INDEPENDENT AUDITOR’S REPORT To the members of Volt Resources Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Volt Resources Limited (“the Company”) and its controlled entities (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year then ended; and b) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1 in the financial report, which indicates that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. 48 Key Audit Matter How our audit addressed the key audit matter Exploration and evaluation asset Refer to note 8 In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources, the Group capitalises all exploration and evaluation expenditure, including acquisition costs and subsequently applies the cost model after recognition. Our audit focused on the Group’s assessment of the carrying amount of the capitalised exploration and evaluation asset, as this is one of the most significant assets of the Group. We planned our work to address the audit risk that the capitalised expenditure may no longer meet the recognition criteria of the standard. In addition, we considered it necessary to assess whether facts and circumstances existed to suggest that the carrying amount of the exploration and evaluation assets may exceed their recoverable amounts. Our procedures included but were not limited to the following: • We obtained an understanding of the key processes associated with management’s review of the carrying values of each area of interest; • We considered management’s assessment of potential indicators of impairment; • We obtained evidence that the Group has current rights to tenure of its areas of interest; • We examined the exploration budget for the year ending 30 June 2022 and discussed with management the nature of planned activities; • We enquired with management, reviewed ASX announcements and reviewed minutes of Directors’ meetings to ensure that the Group had not resolved to discontinue exploration and evaluation at any of its areas of interest; and • We examined the disclosures made in the financial report. Accounting for the acquisition of Gold Republic Pty Ltd Refer to note 22 During the year the Company acquired 100% of the share capital of Gold Republic Pty Ltd and its wholly owned subsidiaries. The accounting treatment applied by the Company, and the fair value assigned to the consideration paid, resulted in material acquisition costs being capitalised to the balance sheet. Such acquisitions require careful consideration as to whether they should be treated as a business combination under AASB 3 Business Combinations, or outside the scope of this standard as an asset acquisition. The assessment of the appropriate treatment is complex and requires significant judgement by the Company. Our procedures included but were not limited to the following: • We performed our own assessment by applying the provisions of the AASB 3 Business Combinations standard to determine whether the acquisition was within the scope of that standard. • Assessed the fair value assigned to the equity consideration and the timing of recognition to ensure compliance with AASB 2 Share-Based Payments. • Assessed whether there were any deferred tax impacts of the acquisition. • We assessed the adequacy of the Group’s disclosure in respect of the acquisition. Information other than the financial report and auditor’s report thereon The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2021 but does not include the financial report and our auditor’s report thereon. 49 Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - - - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. - 50 We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included within the directors’ report for the year ended 30 June 2021. In our opinion, the Remuneration Report of Volt Resources Limited for the year ended 30 June 2021 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards HLB Mann Judd Chartered Accountants Perth, Western Australia 29 September 2021 B G McVeigh Partner 51 VOLT RESOURCES LTD ADDITIONAL ASX INFORMATION For the year ended 30 June 2021 Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The information is current at 20 September 2021. Number of Shareholders and Unquoted Security Holders Shares As at 20 September 2021, there were 4,890 shareholders holding a total of 2,647,777,155 fully paid ordinary shares. Unquoted Securities The number of unquoted securities on issue as at 20 September 2021 is as follows: Unquoted Security Number on Issue Options exercisable at $0.01 on or before 15 May 2022 55,000,000 Options exercisable at $0.022 on or before 23 October 2023 69,450,002 Options exercisable at $0.05 on or before 26 Jul 2024 30,000,000 Options exercisable at $0.0385 on or before 9 September 2024 4,259,740 Options exercisable at $0.05 on or before 9 September 2024 5,000,000 Performance Rights Convertible Note 10,000,000 4,400,000 Distribution schedule and number of holders of equity securities as at 20 September 2021 Fully Paid Ordinary Shares Options exercisable at $0.01 on or before 15 May 2022 Options exercisable at $0.022 on or before 23 October 2023 Options exercisable at $0.05 on or before 26 Jul 2024 Options exercisable at $0.0385 on or before 9 September 2024 Options exercisable at $0.05 on or before 9 September 2024 Performance Rights Convertible Note 1 – 1,000 279 1,001 – 5,000 186 5,001 – 10,000 141 10,001 – 100,000 2,250 100,001 – and over 2,034 Total 4,890 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5 11 1 4 2 1 1 5 11 1 4 2 1 1 The number of holders holding less than a marketable parcel of fully paid ordinary shares as at 20 September 2021 was 813 holding 4,475,084 shares. 52 VOLT RESOURCES LTD ADDITIONAL ASX INFORMATION For the year ended 30 June 2021 Top Twenty Shareholders Shareholder name Kabunga Holdings Pty Ltd Mr Peter Raymond Notman + Mr Elaine Notman Ven Capital Pty Ltd Bosswhat Pty Ltd Citicorp Nominees Pty Limited Chata Holdings Pty Ltd Ropa Investments (Gibraltar) Limited Mr Dominic Vigara Mr Rohan Patnaik Littlejohn Embrey Engineering Pty Ltd Mr Scott Williams 1 2 3 4 5 6 7 8 9 10 11 12 Mr Kevin Brady 13 14 Mr Leslie Thomas King + Mrs Heather King 15 Mr Richard Him Sim Vom 16 17 18 19 20 HSBC Custody Nominees (Australia) Limited Eleanor Cole Jacaranda Finance Corporation Pty Ltd Ropa Investments (Gibraitar) Limited Square Bay Pty Ltd BNP Paribas Nominees Pty Ltd ACF Clearstream Number of ordinary shares held 427,805,420 121,365,374 83,507,428 75,000,000 46,856,174 32,464,286 32,227,272 28,000,000 26,977,272 25,745,288 22,575,421 21,000,000 19,562,446 17,075,369 16,659,172 16,365,800 13,500,000 12,500,000 11,812,016 11,604,256 1,062,602,994 % 16.16 4.58 3.15 2.83 1.77 1.23 1.22 1.06 1.02 0.97 0.85 0.79 0.74 0.64 0.63 0.62 0.51 0.47 0.45 0.44 40.13 Holder Details of Unquoted Securities Unquoted security holders that hold more than 20% of a given class of unquoted securities as at 20 September 2021 other than the performance rights which were issued under an employee incentive scheme are as follows: Security Name Options exercisable at $0.01 on or before 15 May 2022 Options exercisable at $0.01 on or before 15 May 2022 Ven Capital Pty Ltd Rohan Patnaik Options exercisable at $0.022 on or before 23 October 2023 Kabunga Holdings Pty Ltd Number of Securities 37,500,000 12,500,000 22,727,273 SBC Global Investment Fund 30,000,000 Options exercisable at $0.05 on or before 26 Jul 2024 Options exercisable at $0.05 on or before 9 September 2024 10 Bolivianos Pty Ltd Options exercisable at $0.05 on or before 9 September 2024 Mr Conor Daley Options exercisable at $0.0385 on or before 9 September 2024 Mr Edward Sugar Convertible Notes SBC Global Investment Fund 2,500,000 2,500,000 2,683,636 4,400,000 53 VOLT RESOURCES LTD ADDITIONAL ASX INFORMATION For the year ended 30 June 2021 Restricted Securities as at 20 September 2021 The Company had no restricted securities as at 20 September 2021. Substantial Shareholders Substantial shareholders in Volt Resources Limited and the number of equity securities over which the substantial shareholder has a relevant interest as disclosed in substantial holding notices provided to the Company are listed below: Shareholder name Ordinary shares held 1 Kabunga Holdings Pty Ltd 342,350,874 % Ordinary shares held 16.94% Date of Notice 28 July 2020 Voting Rights All ordinary shares carry one vote per share without restriction. Unquoted options, performance rights and convertible notes have no voting rights. Corporate Governance The Board of Volt Resources Limited is committed to achieving and demonstrating the highest standards of Corporate Governance. The Board is responsible to its Shareholders for the performance of the Company and seeks to communicate extensively with Shareholders. The Board believes that sound Corporate Governance practices will assist in the creation of Shareholder wealth and provide accountability. In accordance with ASX Listing Rule 4.10.3, the Company has elected to disclose its Corporate Governance policies and its compliance with them on its website, rather than in the Annual Report. Accordingly, information about the Company's Corporate Governance practices is set out on the Company's website at http://voltresources.com/corporate-governance/. 54 VOLT RESOURCES LTD ADDITIONAL ASX INFORMATION For the year ended 30 June 2021 Tenement Listing All tenements within Tanzania are held by Volt Graphite Tanzania Plc, a wholly owned subsidiary of Volt Resources Ltd. Tenements in Guinea are held by two subsidiary companies, KB Gold SARLU and Novo Mines SARLU. Project Location Tenement Number Status VRC Beneficial Interest PL 10643/2015 ML 591/2018 ML 592/2018 - Tanzania – Masasi District Tanzania – Masasi District Tanzania Nachingwea, Ruangwa & Masasi Districts Tanzania - Ruangwa & Masasi Districts Tanzania - Newala & Masasi Districts Tanzania - Newala, Ruangwa & Masasi Districts Tanzania - Ruangwa & Lindi Districts Tanzania - Masasi District Tanzania – Masasi District Tanzania – Masasi District Guinea - Nzima EP 22980 EP 23058 Guinea - Monebo Guinea - Kouroussa EP 22982 Guinea - Fadougou EP 22981 Guinea - Kouroussa West Guinea - Konsolon EP 23057 EP 22800 PL 10644/2015 PL 10667/2015 PL 10668/2015 PL 10717/2015 PL 10788/2016 PL 13207/2018 PL 13208/2018 Tanzania Volt Graphite Plc KB Gold SARLU Novo Mines SARLU None None Renewal progress Renewal progress Renewal progress Renewal progress Renewal progress None in in in in in Application# Application# None None None None None None 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% # Prospecting Licence Applications PL 13207/2018 and PL 13208/2018 are for 100% of the remaining area covered by PL 10718/2015 which ceased on the granting of the two Mining Licenses over a portion of the previously held prospecting license tenement area. The Company is not a party to any farm-in or farm-out agreements. Summary of results of the entity’s annual review of its Mineral Resources and Ore Reserves. The Company carries out an annual review of its Mineral Resources and Ore Reserves as required by the ASX Listing Rules. As at 30 June 2021, the Company reviewed the Mineral Resource and Ore Reserve inventories and found: • All Mineral Resource and Ore Reserve statements follow JORC 2012 guidelines. • Opportunities for the Company to convert lower classified Mineral Resources into higher classification, and • Opportunities to convert appropriate Mineral Resources into Ore Reserves, 55 VOLT RESOURCES LTD ADDITIONAL ASX INFORMATION For the year ended 30 June 2021 with follow up exploratory work including but not limited to infill drilling and further metallurgical test work. The Company is not aware of any new information or data that materially affects the information included in the Annual Statement about Mineral Resources or Ore Reserves and confirms that all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed as of 30 June 2020. Mineral Resource and Ore Reserve Statements All Mineral Resources and Ore Reserves announced by Volt Resources Ltd are within the Republic of Tanzania. Volt Resources the consolidated entity, is targeting Graphite mineralisation within the Republic of Tanzania. As of the 30 June 2021, the Graphite Mineral Resources for Volt Resources were: Bunyu Project Mt TGC (%) Measured Namangale North (now Bunyu 1) Total Measured Indicated Namangale North (now Bunyu 1) Namangale South (now Bunyu 2 & 3) Total Indicated Inferred Namangale North (now Bunyu 1) Namangale South (now Bunyu 2 & 3) Total Inferred Total Resource 20 20 122 33 155 264 23 286 461 5.3 5.3 5.2 4.3 5.0 5.0 3.6 4.9 4.9 Note: The Mineral Resource is inclusive of the Ore Reserves. Inconsistencies in totals are due to rounding. Refer to announcement “Pre-Feasibility Study Completed” dated 15 December 2016. This Mineral Resource statement has been compiled in accordance with the guidelines of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code – 2012 Edition). Mineral Resources were based on cut-off grades of 2.5% TGC for Namangale North and 4% TGC for Namangale South. As per clause 49 of the JORC 2012 Code, to detail the specifications of the minerals reported above: Size µm Label 500 Super Jumbo 300 Jumbo 180 Large 150 Medium 75 Small -75 Fine Namangale 1 (now Bunyu 1) % 1 13 29 12 27 18 Namangale 2 (now Bunyu 2) % 9 29 29 8 16 9 Namangale 3 (now Bunyu 3) % 5 26 30 10 19 11 Note: Inconsistencies in totals are due to rounding. Refer to announcement “Pre-Feasibility Study Completed” dated 15 December 2016. 56 VOLT RESOURCES LTD ADDITIONAL ASX INFORMATION For the year ended 30 June 2021 As of the 30 June 2021, the Graphite Ore Reserves for Volt Resources were: Ore Reserve Classification Ore (Mt) TGC (%) Contained Graphite (Mt) Namangale 1 North (now Bunyu 1) Namangale 2 South (now Bunyu 2) Namangale 3 South (now Bunyu 3) Subtotal - Proved Namangale 1 North (now Bunyu 1) Namangale 2 South (now Bunyu 2) Namangale 3 South (now Bunyu 3) Subtotal - Probable Total Ore Reserve Proved Probable 19.3 - - 19.3 95.8 6.4 5.8 108.1 127.4 4.32 - - 4.32 4.4 5.11 3.05 4.37 4.36 0.8 - - 0.8 4.2 0.3 0.2 4.7 5.6 Note: Inconsistencies in totals are due to rounding. Refer to announcement “Pre-Feasibility Study Completed” dated 15 December 2016. This Ore Reserve statement has been compiled in accordance with the guidelines of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code – 2012 Edition). Ore Reserves are based on the following processing cut-off that varied between deposits: 1.29% TGC for Namangale 1, 1.52% for Namangale 2, and 1.76% for Namangale 3. Material changes in Mineral Resources and Ore Reserve Holdings from the previous financial year There were no material changes to Mineral Resources or Ore Reserves during the year ended 30 June 2021. An updated subset of the Mineral Resources and Ore Reserves relating to the Stage 1 higher grade portion of the Bunyu 1 deposit was announced on 31 July 2018 and is further detailed below. Governance Arrangements and Internal Controls with respect to Mineral Resource and Ore Reserve Estimates The Company ensures that all Mineral Resource and Ore Reserve calculations are subject to appropriate levels of governance and internal controls. Exploration Results are collected and managed by competent qualified geologists and metallurgists. All data collection activities are conducted to industry standards based on a framework of quality assurance and quality control protocols covering all aspects of sample collection, topographical and geophysical surveys, drilling, sample preparation, physical and chemical analysis and data and sample management. Mineral Resource and Ore Reserve estimates are prepared by qualified independent Competent Persons. If there is a material change in the estimate of a Mineral Resource, the modifying factors for the preparation of Ore Reserves, or reporting an inaugural Mineral Resource or Ore Reserve, the estimate and supporting documentation in question are reviewed by a suitably qualified independent Competent Person. The Company reports its Mineral Resources and Ore Reserves on an annual basis in accordance with the JORC Code 2012 Edition. The Ore Reserves and Mineral Resources Statement is based on and fairly represents information and supporting documentation prepared by competent and qualified independent external professionals. The Mineral Resources Statement has been approved by a Competent Person, Mr Mark Biggs of ROM Resources Ltd, a member of the Australasian Institute. 57 VOLT RESOURCES LTD ADDITIONAL ASX INFORMATION For the year ended 30 June 2021 The Ore Reserves Statement has been approved by Mr Andrew Law of Optiro Pty Ltd, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Law, Mr Biggs and Mr Bull have consented to the inclusion of the Statement in the form and context in which it appears in this Annual Statement or Report. Competent Person’s Statements The information above is extracted from the announcement dated 15 December 2016. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources and Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed. On 31 July 2018, the Company announced an updated subset of the Mineral Resources and Ore Reserves relating to the Stage 1 higher grade portion of the Bunyu 1 deposit. The subset is further detailed in a separate section with separate competent person statements below. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. Nevertheless, for ease of access, please see the relevant Competent Person’s statements below: The information in this report that relates to Exploration Targets and Exploration Results is based on information compiled by Mr Matthew Bull, a Competent Person who is a member of the Australasian Institute of Mining and Metallurgy. Mr Bull is a previous director of Volt Resources Ltd and held securities in the Company. Mr Bull has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Bull consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The information in this report that relates to Mineral Resources is based on information compiled by Mr Mark Biggs, a Competent Person who is a member of the Australasian Institute of Mining and Metallurgy. Mr Biggs is a Director of ROM Resources Pty Ltd. Mr Biggs has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Biggs consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The information in this report that relates to Ore Reserves is based on information compiled Mr Andrew Law, a Competent Person who is a Fellow and Chartered Professional of the Australasian Institute of Mining and Metallurgy. Mr Law was previously a Director of Optiro. Mr Law has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Law consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. In accord with the Stage 1 Feasibility Study for the Bunyu Graphite Project Tanzania dated 30 July 2018 – The Bunyu 1 (Stage 1): Mineral Resources & Ore Reserves tables below, relate to the Stage 1 higher grade portion of the Bunyu 1 deposit, not the entire Bunyu 1 deposit as detailed above. 58 VOLT RESOURCES LTD ADDITIONAL ASX INFORMATION For the year ended 30 June 2021 The July 2018 resource model was developed for investigation of the Stage 1 pit designs. The global Mineral Resource for Bunyu 1 reported with the 2016 Pre-feasibility Study results, on 15 December 2016 has not been re-estimated. The July 2018 model is restricted to above 240 mRL and includes only the top two layers of mineralisation within the southern area and the top four layers of mineralisation within the northern area. Geological interpretation has identified additional mineralised layers that are not included in the July 2018 resource model: seven within the northern area, eight within the south area and two within the eastern area. The Mineral Resources have been reported for the July 2018 model at a 2.93% TGC cut-off grade and are included in the Table below. This cut-off grade was determined from technical and economic assessment of the mineralisation within the Stage 1 Feasibility Study (FS) pits by Orelogy. This resource tabulation is not a resource statement for the entire Bunyu 1 project and is presented for validation of the July 2018 resource model which has been used as the basis of the July 2018 Stage 1 FS pit designs. Bunyu 1 (Stage 1): Mineral Resources (restricted above the base of model surface and above 240 mRL) reported above a cut-off grade of 2.93% TGC Classification Measured Indicated Inferred Total Mt 8.0 31.9 36.9 76.8 TGC (%) 5.8 5.6 5.1 5.4 Note: this update does not cover the global Mineral Resources at Bunyu 1 The July 2018 mineral resource model was used to determine the Bunyu 1 Stage 1 FS Ore Reserve and associated mine production schedule. The selected mining scenario, based on the outcomes of an open pit optimisation, was for three pits to be developed over 7 years with a total of 2.8Mt of mill feed being mined. The scope of the Stage 1 FS was to develop a project plan for a relatively small component of the Bunyu 1 deposit. The Bunyu Stage 1 FS Ore Reserve is considered a subset of the 2016 Namangale 1 Ore Reserve released by Volt Resources 15 December 2016 as part of the 2016 Namangale Pre- Feasibility Study. It therefore does not replace or update this reserve and is for the purposes of underpinning the Stage 1 FS. The overall Ore Reserve for Bunyu (previously Namangale) will be updated as part of the Bunyu Stage 2 DFS which will be based on the whole of the Bunyu 1 deposit. The specifications of the minerals reported above: Size Bunyu 1 (Stage 1) µm Label 500 Super Jumbo 300 Jumbo 180 Large 150 Medium -150 Small to Fine % 1 11 27 15 46 Note: Inconsistencies in totals are due to rounding. Refer to ASX announcement “Positive Stage 1 Feasibility Study Bunyu Graphite Project, Tanzania” dated 30 July 2018. 59 VOLT RESOURCES LTD ADDITIONAL ASX INFORMATION For the year ended 30 June 2021 The Bunyu 1 (Stage 1): Ore Reserves (not the entire Bunyu 1 deposit) Material Location Classification North Central South Starter South Main TOTAL Proved Probable Subtotal Proved Probable Subtotal Proved Probable Subtotal Proved Probable Subtotal Proved Probable Total Ore kt 833 60 892 472 343 815 399 399 709 709 1,305 1,511 2,815 TGC % 6.1% 5.1% 6.0% 6.2% 5.6% 5.9% 0.0% 6.8% 6.8% 0.0% 6.6% 6.6% 6.1% 6.4% 6.3% Waste kt Total kt Strip Ratio 109 1,001 0.12 593 1,408 0.73 916 1,315 2.30 649 1,358 0.91 2,267 5,082 0.81 The Bunyu Stage 1 FS Ore Reserve comprises 46% Proved and 54% Probable Ore Reserves. Both the Stage 1 Ore Reserve and Mineral Resource underpinning it have been prepared by competent persons in accordance with JORC requirements. The Bunyu Stage 1 FS mining schedule was designed to generate a minimum 400,000tpa of plant feed annually, for seven years, resulting in an average feed grade of 6.26% TGC. Competent Person’s Statements The information in the Stage 1 Feasibility Study for the Bunyu Graphite Project Tanzania dated 30 July 2018 that relates to Mineral Resources is based upon information compiled by Mrs Christine Standing who is a Member of the Australasian Institute of Mining and Metallurgy and a Member of the Australian Institute of Geoscientists. Mrs Standing is an employee of Optiro Pty Ltd and has sufficient experience relevant to the style of mineralisation, the type of deposit under consideration and to the activity undertaken to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mrs Standing consents to the inclusion in this annual statement of a summary based upon her information in the form and context in which it appears. The information in the Stage 1 Feasibility Study for the Bunyu Graphite Project Tanzania dated 30 July 2018 that relates to Ore Reserves was compiled by Mr Ross Cheyne who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Cheyne is a Director of Orelogy Consulting Pty Ltd and has sufficient experience relevant to the style of mineralisation, the type of deposit under consideration and to the activity undertaken to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Cheyne consents to the inclusion in this annual statement of a summary based upon his information in the form and context in which it appears. 60

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