ANNUAL REPORT
For the year ended 30 June 2022
ACN: 106 353 253
VOLT RESOURCES LTD
ANNUAL REPORT
For the year ended 30 June 2022
Chairman’s Letter
It is with great pleasure that I reflect on Volt Resources’ progress and evolution as a company through
the 2021/2022 financial year. During this time, the team has worked tirelessly to set the foundations
for Volt to be one of just three ASX-listed graphite producers today, as well as build a portfolio of
battery company partnerships to leverage the full graphite product value chain, and also work to
unlock the huge latent value of a potential second graphite mine.
Becoming a graphite producer was not without some challenges. In July 2021, Volt acquired a 70%
interest in the Zavalievsky Graphite group, the mine of which is a very long-life asset and already in
production for close to a century. There was scope for optimisation, which we pursued through a new
team, restructuring, and some initial investment.
Production was improving, however this came to an abrupt stop on 24 February, following the Russia
invasion of the Ukraine. This came just a few weeks after Volt’s Managing Director and I were in
country to visit the site and offices. During the ensuing months, Volt has worked to provide support
to the team in every way we are able to.
Located in western Ukraine, no military action has taken place near the plant through the invasion,
and the safety of restarting operation was assessed post year-end. As reported recently, Zavalievsky
is back in production again and on track to produce 8-9,000 tonnes over FY22/23, however there is
scope to increase this significantly.
During the year, your company has also established a portfolio of valuable partnerships with US and
European battery groups including Energy Supply Developers to provide CSPG products for lithium-
ion batteries, Urban Electric Power in alkaline batteries, and Apollo Energy Systems in lead-acid
batteries. Volt will be the Battery Active Anode Material supplier for Energy Supply Developers (ESD)
a planned 50 gigawatt-hour plant that is backed by some highly regarded players in the industry and
is going into construction in the near future.
These initiatives, and others that are emerging, will see Volt’s investors exposed to the significant
value of manufacturing specialised ‘downstream’ graphite products, rather than solely the value of
being a producer of the raw material. In recognition of the potential value in this vertical business
integration, Volt has formed a US subsidiary for the lithium-ion battery, lead acid and alkaline battery
businesses, ‘Volt Energy Materials’, and furthermore, has also recently hired a highly experienced
professional to manage its growth. The battery sector has seen terrific structural tailwinds, which have
just grown stronger on US federal government support. This is a great time to be in the US battery
sector and Volt Energy Materials positions investors to benefit from it.
While graphite production at Zavalievsky creates immediate value for investors, and these
downstream initiatives are a medium-term value driver, our Bunyu graphite project in Tanzania
remains a long-term value driver as we progress its development in two stages. The feasibility study
for the first stage has an estimated capex of US$31.8m for a mine and processing facility for 23,700
tonnes of graphite products annually on average. We continue to work on development funding and
offtake options as discussed in the report.
There is also significant long-term value in exposure to quality lithium assets, particularly with access
to key European markets. To this end, Volt has acquired three license applications in Serbia that are
prospective for lithium-borate. Drilling is planned across all three licences, subject to the applications
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VOLT RESOURCES LTD
ANNUAL REPORT
For the year ended 30 June 2022
being granted. Success here would support our strategy of Volt becoming a multi-commodity battery
minerals company.
With our focus on the battery minerals supply chain, we have been looking at ways to crystalise value
for Volt shareholders from our Gold Projects in Guinea that will not require further material
investment, and we look forward to providing updates on progress.
As Volt progresses through the 2022/23 financial year, we look forward to burnishing our credentials
as a listed graphite producer as we build on the success at Zavielievsky, as well as building the
downstream partnerships that will see us extract full value from the graphite product supply chain
and progressing Bunyu along the route toward ultimate production.
On behalf of the Volt Board, I would like to thank our teams across all locations for their continued
dedication, not least those at Zavalievsky, who have endured and succeeded in extremely challenging
circumstances.
We would also like to thank all shareholders for your continued support through the year as the Volt
business grows toward becoming a mature, vertically integrated producer of graphite products for the
battery industry. This is an exciting time for your Company, and we look forward to keeping you
updated as we continue our progress.
Asimwe Kabunga
Non-Executive Chairman
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VOLT RESOURCES LTD
ANNUAL REPORT
For the year ended 30 June 2022
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
5
6
23
24
25
26
27
28
55
56
4
Corporate Directory
Directors
Mr. Asimwe Kabunga (Non-Executive Chairman)
Mr. Trevor Matthews (Managing Director)
Mr. Giacomo (Jack) Fazio (Non-Executive Director)
Company Secretary
Mr Robbie Featherby
Registered Office
Level 25, 108 St Georges Terrace
Perth WA 6000
Telephone: +61 8 9486 7788
Business Offices
Volt Resources Ltd
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
Volt Energy Materials LLC
Level 16, 100 Park Avenue
New York, New York 10017
United States of America
Website and Email
www.voltresources.com
info@voltresources.com
Share Registry
Link Market Services
Level 12, 680 George Street
Sydney NSW 2000
Auditors
HLB Mann Judd (WA Partnership)
Level 4
130 Stirling Street
Perth WA 6000
VOLT RESOURCES LTD
ANNUAL REPORT
For the year ended 30 June 2022
5
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
Director’s Report
Securities Exchange
ASX:VRC
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 2022.
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 Company during the financial year included the acquisition of a 70%
interest in the Zavalievsky Graphite Group (ZG Group) in the Ukraine and planning for the
recommencement of operations following the Russian invasion, continued activities to obtain
development funding for the Bunyu Project including the offtake agreements for the sale of forecast
graphite production, the development of the Company’s battery material business in America and
Europe, and continuing to maintain its Guinea Gold projects.
RESULTS
The loss after tax for the year ended 30 June 2022 was $16,397,340 (2021: $2,564,475).
REVIEW OF OPERATIONS
Overview
Key operational highlights during the 2022 financial year included:
Graphite
Battery Anode Material and Battery Graphite Material
Battery Anode Material (Spherical Graphite)
The Company is engaged in advanced testwork and battery anode material (“BAM”) supply discussions
in the United States with a number of entities engaged in the electric vehicle and stationary energy
storage sectors. Negotiations have also progressed with a multinational engineering firm to commence
feasibility studies for the BAM facilities to meet the future demand from battery manufacturers. Volt
has formed a US subsidiary, Volt Energy Materials LLC, which will be the entity within which the various
graphite battery materials businesses will be incorporated, including the battery anode materials, and
the alkaline and lead-acid battery products.
The Company has completed successful LIB cell cycle testing using BAM produced from natural
graphite originated from the Bunyu resource in Tanzania. The testwork demonstrated highly consistent
performance with negligible degradation of electrochemical characteristics from cycle to cycle.
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VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
The flat capacity curve signals that Bunyu graphite can compete not only with other natural graphite
BAM products, but also with higher cost synthetic graphite BAM offerings, in its long-term cycling
performance. The testwork confirmed Volt’s flake graphite is well-suited for use in the production of
battery-ready anode material for energy storage applications.
Volt will be adopting the inverted flow sheet for its downstream operations following the successful
spheronization and purification results achieved during the testwork program. The use of this
proprietary process enables Volt to convert a significant portion of its graphite feed, achieving yields
of 74% in the production of battery-ready anode material for lithium-ion batteries.
In addition, it allows Volt to generate a range of ultra-high purity by-products for use as electrically
conductive diluents in battery cathodes and in a variety of valuable non-battery applications. The
testwork program was undertaken by Volt’s technology partner in the United States, American Energy
Technologies Co (“AETC”), an established commercial graphite producer and processor which is
headquartered in Illinois, USA.
Energy Supply Developers (“ESD”) has selected Volt to be the BAM supplier for its Gigafactory/Super
Site that is expected to commence operations in 2025. ESD is developing a unique integrated LIB facility
with planned capacity of up to 50 gigawatt-hours. The Super Site facilities will be developed by ESD to
incorporate battery materials suppliers, LIB cell manufacturer(s), R&D facilities and associated utilities
and infrastructure1.
A well-known U.S. based cell developer has progressed with their testing of the Volt CSPG product and
has requested a further product sample with specific characteristics to meet their BAM requirements.
The requested product sample has been prepared and supplied to the cell developer along with
discussions on how Volt could supply the cell developer’s forecast demand for BAM product2.
Ultra-High Purity Graphite (Non-spherical Graphite)
The non-spherical ultra-high purity graphite (“UHPG”) is a by-product of the spheroidization of purified
graphite when producing LIB anode material. Volt will reap the benefits from the inverted flowsheet
to produce not only spherical purified graphite for lithium-ion batteries, but also higher-margin UHPG
that can be used in applications such as conductivity enhancement and other specialty uses3 in alkaline
and lead-acid batteries.
Alkaline Battery – UEP Joint Development Agreement
A tripartite Joint Development Agreement (JDA) was signed during the June 2022 quarter between
Volt; alkaline battery producer, Urban Electric Power; and Volt’s technology partner in the United
States, AETC. The JDA is targeting the use of non-spherical purified graphite for conductivity
enhancement and ultra-high-purity graphite-based coatings to improve alkaline battery performance.
The JDA provides for the collaboration by the three parties to improve alkaline battery performance
while benefitting end users, the consumers of UEP’s alkaline battery technologies, by offering a more
attractive cost structure than the currently available industry solutions on the market4.
Following the successful completion of the graphite technology programs for use in alkaline batteries,
UEP and Volt plan to enter into an offtake agreement for the supply of ultra-high purity graphite-based
coatings and additives in addition to potential licensing benefits derived from the intellectual property
developed.
1 Refer ASX announcement dated 17 February 2022 tilted “Gigafactory Development Further Information”.
2 Refer ASX announcement dated 13 April 2022 tilted “Battery Anode Material and Offtake Discussions”.
3 Refer ASX announcement dated 8 November 2021 and titled “High Performance Results from Bunyu Battery Cell Testwork”
4 Refer ASX announcement dated 20 December 2021 titled “Strategic Collaboration with Urban Electric Power”
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VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
The development of non-spherical graphite products for the alkaline battery market will improve the
economics of Volt’s planned BAM facilities in the US and Europe, leveraging flake graphite production
capability from the Zavalievsky graphite business located in Europe combined with the Bunyu graphite
project development in Tanzania.
Earlier this year, UEP announced the installation of a 1,000kWh battery back-up system for the San
Diego University Supercomputer Centre located in California, USA. For further information about UEP
visit https://urbanelectricpower.com
Lead-Acid Battery – Apollo Energy Systems
Lead-acid batteries containing Volt’s UHPG were tested side-by-side with the control formulation
whose expander was based on the formulation of traditional carbon materials such as carbon black
and lignosulfonate. Cells containing Volt’s UHPG consistently delivered higher capacity than the
control. With Volt’s UHPG expander product, the capacity of the battery continued to gradually
increase during cycling which can be attributed to the unique capacitance effect of the Bunyu flake.
Volt is strongly positioned to address both cost management, as well as improved performance sought
by the lead-acid battery industry, given its UHPG product used for lead-acid battery expanders is
actually a by-product of a larger downstream process for manufacturing of spherical graphite or BAM
for lithium-ion battery anodes.
The testwork results provided very favourable information regarding the behaviour and performance
of Volt’s UHPG in lead-acid battery applications. More work is continuing with this product and battery
technology.
Volt is in discussion with Apollo with respect to an offtake agreement.
Zavalievsky Graphite Group
On 26 July 2021, Volt acquired 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.
Long life multi-decade producing mine that has further exploration upside.
•
• Existing customer base and graphite product supply chains.
• 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.
• Co-products of quarry stone for the domestic market and garnet for the European market for
relatively low capital and operating cost leveraging the synergies from the graphite business
infrastructure and experienced mining and processing staff.
• A 79% interest in 636 hectares of freehold land, with the mine, processing plant and other
buildings and facilities located on that land.
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VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
During the year the Company’s management team along with the 30% owner of ZG Group have
undertaken ZG Group governance improvements, implemented an organisational restructure
including the appointment of a senior management team and commenced operational and
productivity improvements programs. The progress on these activities was halted on 24 February 2022
with the Russian military invasion of Ukraine.
Operations at Zavallya were suspended immediately and all staff requested to remain at home
following the commencement of the invasion. The town of Zavallya is located in a rural area with no
military or major infrastructure targets in the region. There has been no military action near Zavallya
since the commencement of hostilities and ZG management at this stage see little risk at Zavallya to
ZG staff, their families and the business assets during this conflict.
On 2 August 2022 ZG Group successfully restarted operations at the Zavallya mine. This was based on
the lack of Russian forces in the immediate vicinity of Zavallya and the belief that a restart of the
business is viable and safe for ZG Group staff members.
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 southeast.
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$31.8m5.
Over the past 12 months the Company has been working closely with a leading African development
bank to progress the funding proposal for the Bunyu Project. It has become clear during this process
that the current off-take parties lack the required transparency to enable financiers to conduct the
required credit assessment to progress with potential offers of finance for the project. As a result, the
Company’s management have been working with new potential off-take customers in Europe and the
U.S.
To date management of the company have been able to execute a Letter of intent with Graphex
Technologies LLC (“Graphex”) for the sale of 5,000 tonnes per annum of Bunyu Graphite over a 10-
year term, with allowances for volume increases to up to 10,000 tonnes by mutual agreement.
Graphex Group Limited is listed on the Hong Kong Stock Exchange and the New York Stock Exchange.
Graphex Group is currently among the top suppliers of specialized spherical graphite to the EV and
renewable energy industries and holds 23 patents in areas including products, production methods,
machinery design and environmental protection.
5 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.
9
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
Gold
Guinea Gold Projects
The Guinea Gold Projects comprise 6 permits in Guinea, West Africa having a total area of 348km².
The Projects are located in the prolific Siguiri Basin which forms part of the richly mineralised West
African Birimian Gold Belt.
The Company is focussed on executing its graphite and battery minerals strategy and has been
reviewing various options that would provide value for Volt shareholders and continue the
evaluation of the exploration potential that exists in the three gold projects without the need for
further material investment by the Company.
An auger drilling campaign identified four drilling targets as follows:
• extended the known gold anomalous areas in Kouroussa to over 1,000m in length;
• identified two major gold anomalies in the Konsolon permit for a combined strike length of over
2,450m and which remain open and a number of other gold anomalous areas: and
• a large open gold anomaly within the Nzima permit which is currently 600m in length and remains
open.
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.
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 is a major gold discovery.
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.
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VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
Figure 1. The Permits located in the Suguiri Basin which forms part of the richly mineralised West African
11
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
Lithium
Asena
On 18 November 2021 the Company announced the proposed acquisition of three license applications
that are considered to be prospective for lithium-borate mineralisation. The license applications are in
respect to a total area of 291km², located in Serbia and are west and south-west of the Serbian capital,
Belgrade. Volt has acquired 100% of the issued share capital in Asena Investments d.o.o. Beograd-Stari
grad (Asena), a Serbian company which holds the rights in relation to the three licence applications.
Key features of the Asena transaction include:
• Acquisition of lithium licence applications in Serbia – Jadar North, Petlovaca and Ljig
• The transaction forms part of a larger strategy to position Volt as a multi-commodity battery
minerals company
• Jadar North licence application over ground adjacent to Rio’s world-class Jadar lithium-borate
project in Serbia
• Anomalous intersections of lithium and borate identified on Jadar North from limited historical
diamond drilling
• Jadar basin 100% occupied by Rio and Asena – subject to Asena being granted the Jadar North
licence
• Subject to the licence applications being granted, Phase 1 drilling program planned across all
three licences.
To date the acquisition is still subject to the 3 license applications being granted.
Corporate Overview
On 26 July 2021, the company completed the acquisition of a 70% interest in the ZG Group to become
a graphite producer in Europe. The completion of the acquisition immediately transformed Volt into
one of the few ASX-listed graphite producers. The Zavalievsky mine and processing facilities are located
adjacent to the town of Zavallya, approximately 280 kilometres south of the Ukraine capital of Kyiv
and 230 kilometres north of the main port of Odessa.
On 24 February 2022 as Russia commenced a military invasion of Ukraine, which directly affected the
ZG Group, with all production activities coming to a halt. At 31 December 2021 there was no
reasonable way to predict when ZG Group could return to production. As a result the Company’s Board
had determined that the investment in the ZG Group should be impaired by its full value.
The ZG Group mine is located close to the town of Zavallya. Given the relatively remote location and
lack of military targets, the town of Zavallya has seen no Russian military activity. The Company
recommenced production at Zavallya on 2 August 2022. Once ZG Group operations can generate
consistent positive cashflows the Company’s Board will re-evaluate the impairment of the investment
in the ZG Group. Until then the investment in the asset and associated supporting costs will continue
to be impaired. See Note 23 to the Financial Statements for further details in relation to impairment.
On 9 September 2021, the Company successfully raised $5,050,000 (before costs) to assist with the
development of battery anode and downstream graphite products in Europe and the United States,
working capital requirements of the Zavalievsky Graphite business, complete Lithium Ion Battery (LIB)
12
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
cycling test work on Bunyu graphite and debt servicing. The capital raising was completed through the
placement of 230,000,000 new fully paid ordinary shares at A$0.025 (2.5 cents) per share.
Volt’s Chairman, Asimwe Kabunga, subscribed for an additional $700,000 of the placement shares
through his private company, Kabunga Holdings Pty Ltd. This comprised of 28,000,000 fully paid
ordinary shares issued at $0.025 each. Shareholder approval for the issue of shares to Mr. Kabunga’s
private company was received at the Company’s Annual General Meeting on 30 November 2021 and
the shares were issued on 3 December 2021. On 30 November 2021 all resolutions presented to
shareholders at the Company’s Annual General Meeting were passed by a poll.
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 14 March 2022, the Company successfully raised $2,000,000 (before costs) to advance the Bunyu
project development funding, continue to service debt and general working capital. The capital raising
was completed through the placement of 181,818,181 new fully paid ordinary shares at A$0.011 (1.1
cents) per share.
Volt’s Chairman, Asimwe Kabunga, subscribed for an additional $500,000 of the placement shares
through his private company, Kabunga Holdings Pty Ltd. This comprised of 45,454,546 fully paid
ordinary shares issued at $0.011 each, subject to shareholder approval.
On 16 May 2022, 54,000,000 options with an exercise price of A$0.01 were converted into fully paid
ordinary shares.
General Meetings
On 30 November 2021 a general meeting was held, all resolutions presented to the shareholders were
passed by a poll.
At a general meeting held on 16 February 2022, all resolutions presented to the shareholders were
passed by a poll.
Board and Management Changes
No changes occurred at a Board level during the financial year ending 30 June 2022.
13
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
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),
Resource Mining Corporation Limited (Chairman).
Former directorships of Listed Public Companies in last three years: nil.
Interests in Shares and Options over Shares in the Company: 455,805,420 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, Resource Mining
Corporation 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 year’s 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.
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VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
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.
Ms Susan Park | Company Secretary
Appointed 1 August 2017 (Resigned 2 February 2022)
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.
Mr Robbie Featherby | Company Secretary
Appointed 2 February 2022
Mr Featherby is a Corporate Advisor at SmallCap Corporate, a boutique corporate advisory firm
specialising in providing company secretarial, CFO and transaction management services involving
both listed and unlisted companies. He has over 5 years’ experience in the financial services industry.
Before joining SmallCap Corporate, Mr Featherby spent 4 years in London working at a leading
investment research provider in the private equity sector. He has completed a Bachelor of Commerce
Degree at the University of Notre Dame majoring in Finance and Economics. Mr Featherby currently
serves as the Company Secretary of Victory Goldfields (ASX: 1VG), Cosmos Exploration Limited (ASX:
C1X), Odessa Minerals Limited (ASX: ODE) and Volt Resources Limited (ASX:VRC).
15
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
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 2022, 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
6
6
6
6
6
6
SHARE OPTIONS
At the date of this report the following options have been granted over unissued capital.
Grant Date
Details
Expiry Date
30 June 2022
23 October 2020
26 July 2021
9 September 2021
9 September 2021
listed options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
30 June 2025
23 October 2023
26 July 2024
9 September 2024
9 September 2024
Exercise
Price
$0.024
$0.022
$0.05
$0.0385
$0.05
Number of
Options
73,625,001
69,450,002
30,000,000
4,259,740
5,000,000
182,709,742
PERFORMANCE RIGHTS
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 Millanga 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.
Mr Trevor Matthews had a remaining Tranche C – 10,000,000 Performance Rights. These rights lapsed
on 3 December 2021 as a result of the share price not exceeding a 20 business day VWAP equal to or
exceeding 15 cents per share.
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 2022 and is included from page 16.
EVENTS SUBSEQUENT TO REPORTING DATE
On 11 July 2022, the Company successfully raised $1.716 million (before costs) through the issue of
107,250,000 fully paid ordinary shares at $0.016 per share (representing a 5.9% discount to trading)
plus 53,625,000 listed options (“Placement Options”) with an exercise price of 2.4 cents and a maturity
date 36 months from the date of issue (with each investor to receive one option for every two shares
subscribed for under the Placement).
16
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
In addition, Volt’s Chairman, Asimwe Kabunga, subscribed for 17,750,000 fully paid ordinary shares
and 8,875,000 listed options for an additional $284,000 on the same terms as the Placement securities,
subject to shareholder approval, (“Director Placement”) for a total commitment of $2.0 million (before
costs).
On 2 August 2022, production recommenced at the Zavalievsky graphite mine and processing plant.
The export of graphite products to central and eastern Europe will commence later in August with
sales revenue planned to be received soon thereafter. Based on past operating performance and
improvements to operations and planning, ZG is forecast to produce between 8,000 and 9,000 tonnes
of graphite products for the year ending 30 June 2023.
On 22 August 2022, Volt advised that Graphex Technologies LLC has request an extension of time to
complete and sign the definitive offtake agreement contemplated under the terms of the Letter of
Intent (LOI) entered into by Graphex and Volt. The additional time was to accommodate Graphex’s
need to focus on critical activities associated with their expansion plans and follows their recent listing
on the NYSE American Exchange (NYSE:GRFX).
LIKELY DEVELOPMENTS
The Consolidated Entity will continue to advance discussions with potential off-takers for forecast
graphite production from the Bunyu Project. Once signed offtake agreements are in place the
Company will recommence discussions with the African development bank and other financial
institutions with the aim of receiving a debt funding proposal for the Bunyu Project. Subsequent to
development funding being approved and a 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.
On 1 August 2022, the ZG group recommenced mining and the processing of graphite ore in Ukraine.
Should circumstances in Ukraine deteriorate such that the risk to local staff is determined to be too
great, mining and processing operations may be suspended again.
The Company will progress BAM testwork and commercial negotiations in the US with LIB cell
developers and manufacturers including EV OEM’s for the supply of BAM. In association with
progressing the technical qualification and commercial aspect of the BAM business in the US the
Company will formally engage a global engineering firm to complete feasibility studies for the
Company’s planned US and European BAM manufacturing facilities to address demand from LIB
manufacturers. Similar activities for the long term supply of UHPG products for alkaline and lead-acid
battery manufacturers will also be undertaken.
The Company expects the three lithium license applications held by Asena will be granted by the
Serbian government and the transaction completed.
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.
17
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Refer to the Zavalievsky Graphite Group section of the Review of Operations. 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
2022 (2021: 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.
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 2022 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 Volt during the year
ended 30 June 2022 (2021: nil).
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration for the year ended 30 June 2022, which forms a part of the
Directors’ Report has been received and is included within this annual report at page 21.
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 Consolidated
entity 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
18
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
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 $360,000 in November 2018. The
Company’s policy is to remunerate Non-Executive Directors at market rates (for comparable
companies) for time, commitment and responsibilities. Fees for non-executive directors are not linked
to the performance of the Company, however to align Directors’ interests with shareholders’ interests,
Directors are encouraged to hold shares in the Company, and subject to approval by shareholders, are
permitted to participate in the Employee Share Option Plan.
Retirement Benefits and Allowances
No retirement benefits or allowances are paid or payable to directors of the Company (other than
statutory or mandatory superannuation contributions, where applicable).
Performance on shareholder wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board have regarded
the following indices in respect of the current and previous four financial years:
EPS loss (cents)
Net profit / loss ($’000)
Exploration and Evaluation
expenditure ($’000)
Share price ($)
2022
(0.60)
(16,397)
528
0.017
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
19
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
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 2022. 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 2022 financial year.
Remuneration of Directors and Key Management Personnel
2022
Directors
Asimwe
Kabunga
Giacomo
Fazio
Trevor
Matthews
KMP
Justine
MacDonald1
Short term
Director
fees
Consulting
fees
Performance
rights
Share based
payments
Post
employment
Superannuation
Total
Performance
related
$
$
$
$
$
%
Base salary
& annual
leave
$
-
-
-
-
-
-
36,000
246,996
24,000
-
36,000
370,008
96,000
617,004
-
141,938
96,000
758,942
-
-
-
-
-
-
-
-
-
-
-
-
282,996
24,000
406,008
713,004
141,938
854,942
-
-
-
-
-
-
20
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
2021
Short term
Performance
rights
Post
employment
Base salary
& annual
leave
$
Director
fees
$
Consulting
fees
$
Share based
payments
$
Superannuation
$
Total
$
Performance
related
%
Directors
Asimwe
Kabunga
Giacomo
Fazio
Trevor
Matthews
-
-
-
-
36,000
204,000
24,000
36,000
96,000
-
298,704
502,704
-
-
-
-
KMP
1.
-
-
Justine MacDonald was appointed Chief Operating Officer 23 August 2021.
-
502,704
-
96,000
-
-
-
-
-
-
-
-
240,000
24,000
334.704
598,704
-
598,704
-
-
-
-
-
-
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, or exercised during the financial year, in relation to key
management personnel’s remuneration.
Mr Trevor Matthews had a remaining Tranche C – 10,000,000 Performance Rights. These rights lapsed
in 3 December 2021 as a result of the share price not exceeding a 20 business day VWAP equal to or
exceeding 15 cents per share.
Shares
Key Management
Personnel
2022
Asimwe Kabunga
Giacomo Fazio
Trevor Matthews
Justine MacDonald
Total
Balance at
Beginning of
Year
427,805,420
2,249,225
3,580,043
-
433,634,688
Issued as
Remuneration
Purchase of
Shares
Net Other
Change
Balance at End
of Year
-
-
-
-
-
28,000,000
-
-
310,000
28,310,000
-
-
-
-
-
455,805,420
2,249,225
3,580,043
310,000
461,944,688
21
VOLT RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
Performance rights
Key Management
Personnel
2022
Balance at
Beginning of
Year
Granted as
Remuneration
Vested and
converted
into ordinary
shares
Lapsed as
hurdle not
achieved /
cancelled
Balance at End
of Year
Asimwe Kabunga
Giacomo Fazio
Trevor Matthews
Justine MacDonald
Total
-
-
-
-
-
No employee share options were granted as remuneration during the 2022 and 2021 financial years. Performance rights have
been the preferred method of remuneration in recent years.
-
-
(10,000,000)
-
(10,000,000)
-
-
10,000,000
-
10,000,000
-
-
-
-
-
-
-
-
-
-
Other Transactions with Key Management Personnel of the
Consolidated Entity
During the 2022 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
30 September 2022
22
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 2022, 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
30 September 2022
B G McVeigh
Partner
23
VOLT RESOURCES LTD
FINANCIAL STATEMENTS
For the year ended 30 June 2022
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
For the year ended 30 June 2022
Revenue
Interest income
Expenses
Corporate compliance fees
Corporate management costs
Marketing and investor relations costs
Occupancy expenses
Interest expense (Borrowings)
Gain/loss on financial Instruments on
Foreign exchange gain (loss)
Share based payments
Share of losses in associate
Impairment of investments
Other expenses
Loss before income tax
Income tax (expense)/benefit
Loss after income tax
2022
$
2021
$
2
532
25,258
(1,027,796)
(1,525,852)
(1,038,004)
(37,444)
(1,639,783)
156,837
544,550
(89,186)
(1,083,260)
(10,348,523)
(309,411)
(16,397,340)
-
(16,397,340)
3
3
2
23
23
2
4
(645,827)
(833,504)
(174,401)
(20,756)
(335,523)
-
(113,817)
(161,157)
-
-
(304,748)
(2,564,475)
-
(2,564,475)
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
Loss per share attributable to owners of Volt Resources
Limited
Basic and diluted loss per share (cents per share)
5
The accompanying notes form part of these financial statements.
1,060,711
(1,148,592)
1,060,711
(15,336,629)
(1,148,592)
(3,713,067)
(16,414,107)
16,767
(16,397,340)
(15,336,629)
-
(15,336,629)
(2,547,897)
(16,578)
(2,564,475)
(3,713,067)
-
(3,713,067)
(0.60)
(0.12)
24
VOLT RESOURCES LTD
FINANCIAL STATEMENTS
For the year ended 30 June 2022
Consolidated Statement of Financial Position
As at 30 June 2022
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
Investment in joint venture
Total non-current assets
Total assets
Current Liabilities
Trade and other payables
Borrowings
Derivative liability
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
6
7
8
9
23
10
3
3
11
12
2022
$
358,496
90,401
29,373
478,270
40,988
28,140,314
-
28,181,302
28,659,572
6,330,800
-
-
6,330,800
2021
$
254,521
82,854
130,190
467,565
38,487
26,245,694
-
26,284,181
26,751,746
573,446
-
-
573,446
6,330,800
22,328,772
573,446
26,178,300
86,403,507
1,671,240
(65,536,315)
22,538,432
(209,660)
22,328,772
75,505,006
5,162
(49,122,208)
26,387,960
(209,660)
26,178,300
The accompanying notes form part of these financial statements.
25
VOLT RESOURCES LTD
FINANCIAL STATEMENTS
For the year ended 30 June 2022
Consolidated Statement of Changes in Equity
For the year ended 30 June 2022
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
At 1 July 2021
Loss for the year
Other comprehensive loss
Total comprehensive loss
Transactions with owners in their capacity as
owners
Shares issued
Unissued share capital
Cost of share issue
Share based payments
Options for convertible notes
Broker options issued
Options exercised
At 30 June 2022
Share capital
$
67,880,852
-
-
Reserves
$
1,113,436
-
(1,165,169)
(1,165,169)
Accumulated
losses
$
(46,574,311)
(2,547,897)
-
(2,547,897)
7,807,053
(287,159)
104,260
75,505,006
75,505,006
-
-
10,356,975
363,500
(503,953)
129,279
-
-
552,700
86,403,507
-
-
56,896
5,162
5,162
-
1,077,478
1,077,478
-
-
-
(40,093)
489,000
139,693
-
1,671,240
-
-
-
(49,122,208)
(49,122,208)
(16,414,107)
-
(16,414,107)
-
-
-
-
-
-
-
(65,536,315)
Parent entity
interest
$
Non-controlling
interests
$
22,419,977
(2,547,897)
(1,165,169)
(3,713,066)
7,807,053
(287,159)
161,157
26,387,960
26,387,960
(16,414,107)
1,077,478
(15,336,629)
10,356,975
363,500
(503,953)
89,186
489,000
139,693
552,700
22,538,432
(209,660)
(16,578)
16,578
-
-
-
-
(209,660)
(209,660)
16,767
(16,767)
-
-
-
-
-
-
-
-
(209,660)
Total equity
$
22,210,317
(2,564,475)
(1,148,592)
(3,713,066)
7,807,053
(287,159)
161,157
26,178,300
26,178,300
(16,397,340)
1,060,711
(15,336,629)
10,356,975
363,500
(503,953)
89,186
489,000
139,693
552,700
22,328,772
The accompanying notes form part of these financial statements.
26
VOLT RESOURCES LTD
FINANCIAL STATEMENTS
For the year ended 30 June 2022
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
Cashflows from Operating Activities
Government incentive received
Payments to suppliers and employees
Interest (paid)/received
Finance costs
Net cash used in operating activities
Cashflows from Investing Activities
Payments for exploration expenditure
Proceeds from disposal of plant and equipment
Investment in joint venture
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
Net cash from financing activities
6
23
3
3
Net Increase/(decrease) in cash held
Cash and cash equivalents at beginning of period
Cash and cash equivalents as at year end
6
The accompanying notes form part of these financial statements.
2022
$
2021
$
-
(3,609,899)
11,273
-
(3,598,626)
(528,125)
-
(6,267,515)
(6,795,640)
8,526,027
5,704,104
(3,098,658)
(633,232)
10,498,241
103,975
254,521
358,496
7,924
(1,865,786)
(11,355)
(351,486)
(2,220,703)
(1,450,056)
(3,111)
-
(1,453,167)
5,598,661
-
(1,543,299)
(391,420)
3,663,942
(9,928)
264,449
254,521
27
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
Notes to the Consolidated Financial Statements
1.
Statement of significant accounting policies
(a)
Basis of preparation
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 completing the
acquisition of a 70% interest in the Zavalievsky Graphite Ltd (“Zavalievsky Graphite Business” or
“Zavalievsky”) in Ukraine, developing its downstream battery anode material business in the US and
Europe, continuing funding activities to advance to the development stage of its Bunyu Graphite Project
in Tanzania and the Guinea gold projects 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 2022 the Consolidated Entity had cash of $358,496, a working capital deficiency of $5,852,530,
and net assets of $22,328,773 primarily represented by deferred exploration expenditure of $28,140,314
on its Graphite prospecting tenements in Tanzania and Guinea gold exploration.During the year, net cash
outflows from operating activities totalled $3,598,626 primarily in relation to corporate compliance,
management, marketing and investor relations costs of the listed parent entity.
US $3.8 mil was due to be paid on 26 July 2022 for the second and final consideration payment for the ZG
Group acquisition. Volt is currently in the process of preparing warranty claims under the SPA’s which the
Directors believe will materially decrease the liability. Refer to note 10 for further details.
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.
28
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
Adoption of new and revised standards
(c)
In the year ended 30 June 2022, 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 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
on the Consolidated Entity and therefore no material change is necessary to the Consolidated Entity’s
accounting policies.
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 2022. 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 30 September 2022. 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.
29
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
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.
Joint Arrangements;
Note 23 describes that the ZG Group is an associate of Volt even though Volt has a 70% ownership
interest. The directors have assessed whether Volt has control over ZG group based on whether Volt has
the practical ability to direct the relevant activities of ZG Group unilaterally, or whether unanimous
agreement of the parties to the joint arrangement is required. After assessment, the directors
concluded that Volt does not have sufficiently dominant voting interest and that joint control exists
between the parties to the arrangement. As a result, Volt accounts for its interest in the associate using
the equity method of accounting.
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.
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.
Derivative financial instrument:
The Group measures the fair value of the derivative financial instruments based on the share price
movement of Volt. The instrument is revalued at each reporting date and at the date of the conversion
to equity.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets at each reporting date by evaluating
conditions specific to the consolidated entity and to the particular asset that may lead to impairment. If
an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value
less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and
assumptions. Refer to note 23 regarding impairment recognised on the Group’s investment in the ZG
Group.
30
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
2.
Revenue and expenses
Other income
Cashflow boost
Interest Income
Expenses include:
Share based payments
Other expenses
Corporate advisors and brokers, including business development
Depreciation
Travel and accommodation
Other
Total other expenses
2022
$
-
532
532
2021
$
25,258
-
25,258
89,186
161,157
-
784
179,347
129,279
309,411
1,667
1,419
59,506
243,824
304,748
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.
3.
Borrowings
Movement in borrowings:
2022
Opening balance
Proceeds from borrowings
Repayment of borrowings
Debt converted to equity
Fair value movement in financial liability
Gain on derecognition of financial liability
Interest paid
Forex movement on USD loans
Options for convertible notes
Short term loan
a)
$
SBC Convertible
loan b)
$
Derivative SBC
loan b)
$
-
401,114
-
(409,145)
-
-
5,257
2,774
-
-
-
4,336,491
(3,098,658)
(1,789,303)
-
(156,837)
1,634,526
(437,219)
(489,000)
-
-
966,499
-
(817,671)
(148,828)
-
-
-
-
-
Total
$
-
5,704,104
(3,098,658)
(3,016,119)
(148,828)
(156,837)
1,639,783
(434,445)
(489,000)
-
31
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
Other loans
$
Lars Bader
loan
$
Working
capital
$
Insurance
premium
funding
$
Total
$
2021
Opening balance
Proceeds from borrowings
Repayment of borrowings c, d)
Non-cash repayments
Interest paid
Interest and borrowing costs expensed
Forex movement on USD loans
-
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)
-
a) On the 12 July 2021, Volt received a US$300,000 in unsecured loan from an American based high net
worth investor. On 10 September 2021, the loan was fully repaid via the issue of equity (total shares
issued 16,365,800). In association with the repayment of this short term loan $5,257 interest was
realised along with a $2,774 foreign exchange movement.
b) On the 27 July Volt acquired a 70% interest in Zavalievsky Graphite Ukraine for US$7,600,000. The first
50% payment for the acquisition (US$3,800,000) was funded via a convertible loan from SBC Global
Investment Fund.
The initial recognition of the notes was completed in the following manner: Financial Liability – Debt
component $3,847,491, Derivative financial Liability $966,499 and transaction costs (equity)
$489,000. The Debt component was fully repaid during the financial year via: “Repayments of
borrowings” totalling $3,098,658, “Debt converted to equity” totalling $1,789,303, gain on the
derecognition on the financial liability $156,837, a recognised foreign exchange gain of $437,219 and
included interest payments totalling $1,634,526. $148,828 of fair value movement was recognised on
the derivative financial liability with $817,671 converted to equity.
c) 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.
d) 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)
Accounting policy: Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of
transaction costs. They are subsequently measured at amortised cost using the effective interest
method.
Compound instruments
On the issue of compound instruments, the fair value of the liability component is determined using a
market rate for an equivalent non-convertible debt instrument and this amount is carried as a non-
current liability on the amortised cost basis until extinguished on conversion or redemption. The
increase in the liability due to the passage of time is recognised as a finance cost. The remainder of the
32
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
proceeds are allocated to the conversion option that is recognised and included in shareholders’ equity
as a reserve, net of transaction costs. The carrying amount of the conversion option is not subsequently
remeasured. The corresponding interest on the compound instruments is expensed to profit or loss.
Hybrid instruments
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host –
with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-
alone derivative. Derivatives embedded in hybrid contracts with hosts that are not financial assets
within the scope of AASB 9 (e.g. financial liabilities) are treated as separate derivatives when they meet
the definition of a derivative, their risks and characteristics are not closely related to those of the host
contracts and the host contracts are not measured at FVTPL. Subsequent to recognition, the embedded
derivative is revalued at each reporting and conversion date with fair value movements recognised in
profit and loss. An embedded derivative is presented as a non-current asset or non-current liability if the
remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12
months and is not expected to be realised or settled within 12 months.
4.
Income tax
Numerical reconciliation between aggregate tax expense
recognised in the income statement and the tax expense
calculated in the statutory income tax return
Accounting loss before tax
Total loss before income tax expense
Prima facie income tax benefit @ 30% (2021: 30%)
Share based payments
Other non-deductible expenditure
Tax effect of impairment and losses attributable to investments
Non-assessable income
Section 40-880 deduction
Income tax losses and movement in deferred tax not brought to
account
Aggregate income tax benefit
2022
$
2021
$
(16,397,340)
(16,397,340)
(4,919,202)
14,997
619,908
3,429,535
-
(22,146)
(2,564,475)
(2,564,475)
(769,343)
48,347
447,826
-
(17,939)
(13,627)
876,908
-
304,736
-
Unrecognised Deferred Tax Balances
The following deferred tax assets and liabilities have not been
brought to account:
Deferred tax assets at 30% (2021: 30%)
Carry forward revenue and capital losses
Other deferred tax balances
Total Deferred tax assets
Deferred tax liabilities at 30% (2021: 30%)
Exploration
Other deferred tax balances
Total Deferred tax liabilities
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 25% 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.
1,323,547
76,382
1,399,929
1,292,166
86,499
1,378,665
9,550,233
239,872
9,790,105
8,739,007
165,656
8,904,663
33
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
The Consolidated Entity has tax losses arising in Australia of $23,077,427 (2021: $20,574,154) 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 business continuity or continuity
of ownership tests. Tax losses arising in Tanzania to 30 June 2021 totalled A$5,769,249. The Tanzania tax
losses for the year ended 30 June 2022 total A$5,970,063. 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.
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.
34
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
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.
5.
Loss per share
2022
$
2021
$
Loss attributable to owners of Volt Resources Limited
used in calculating basic and dilutive EPS
(16,414,107)
(2,547,897)
Weighted average number of ordinary shares used in
calculating basic and diluted earnings / (loss) per share
(*):
2,742,020,130
2,184,764,518
2022
Number
2021
Number
Basic / diluted loss per share
*As the Consolidated Entity is loss making in both 2022 and 2021, no potential ordinary shares are
considered to be dilutive as they would act to decrease the loss per share.
Cents per share
(0.60)
Cents per share
(0.12)
The options on issue (Note 11) 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.
35
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
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.
6.
Cash and cash equivalents
Reconciliation of operating loss after tax to the net cash
flows from operations:
Loss after tax
Non-cash items
Depreciation
Share based payments
Impairment charges
Loss in associate
Unrealised Foreign currency (gain)/loss
Fair value Gain/Loss on embedded derivative
Gain on derecognition of derivative
Non Cash interest and forex on short term borrowing
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
2022
$
2021
$
(16,397,340)
(2,564,475)
784
89,186
10,348,523
1,083,260
(309,063)
(148,828)
(156,837)
1,205,338
(7,552)
100,817
241,314
351,772
(3,598,626)
1,419
161,157
-
-
331,684
-
-
-
46,426
(90,725)
(106,189)
-
(2,220,703)
358,496
358,496
254,521
254,521
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.
36
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
7.
Trade and other receivables
Current
GST receivable
Cashflow boost receivable
Other receivable
2022
$
37,653
-
52,748
90,401
2021
$
40,303
-
42,551
82,854
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.
8.
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
2022
$
160,373
(119,385)
40,988
38,487
-
(784)
-
3,285
40,988
2021
$
149,370
(110,884)
38,487
40,846
2,494
(1,419)
-
(3,435)
38,487
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 value less
costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to
37
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
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.
9.
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
2022
$
2021
$
26,245,694
528,125
-
1,366,495
28,140,314
23,959,210
1,450,056
2,312,653
(1,476,225)
26,245,694
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).
38
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
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.
10.
Trade and other payables
Trade payables and accruals
Zavalievsky Graphite deferred consideration(1)
Trade payables and other payables
2022
$
814,760
5,516,040
6,330,800
2021
$
573,446
-
573,446
39
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
(1) Under the terms of the Share Purchase Agreements (SPA’s), Volt paid the vendors the first instalment
of the price of US $3.8 million on 26 July 2021. The second and final consideration payment of USD $3.8
million was to be paid in July 2022. This deferred payment is effectively an unsecured loan provided to
Volt by the vendors. With the assistance of its Ukraine legal advisers, Avellum, Volt is currently preparing
warranty claims under the SPA’s, to be offset against the deferred payment. It is expected that the claims
will materially reduce the deferred payment amount. Extinguishment of the deferred payment will not be
made until agreement has been reached with the vendors or the matter is settled by arbitration.
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.
11.
Share capital
a) Share capital
Ordinary shares fully paid
b) Movement in shares on issue
Balance at the beginning of the year
Share placements
Shares for Guinea Acquisition
Shares issued in lieu of services
Vested Performance Rights
Options exercised
Shares issued on debt conversion
Unissued Share Capital
Share issue costs
Balance at the end of the year
c) Share options
2022
$
2021
$
86,403,507
86,403,507
75,505,006
75,505,006
2022
number
2022
$
2021
number
2021
$
2,439,701,585
395,452,382
-
6,283,751
5,000,000
54,850,000
305,326,059
-
-
3,206,613,777
75,505,006
7,340,855
-
79,280
50,000
552,700
3,016,119
363,500
(503,953)
86,403,507
1,898,836,797
387,809,849
121,718,576
-
5,000,000
26,336,363
-
-
-
2,439,701,585
67,880,852
5,269,261
2,312,653
-
50,000
279,400
-
-
(287,159)
75,505,006
Grant Date
Details
Expiry Date
Exercise
Price
Balance 30
June 2021
Movement
during the
year
Balance 30
June 2022
15 May 2020
Unlisted options
15 May 2022
23 October 2020
Unlisted options
23 October 2023
26 July 2021
Unlisted options
26 July 2024
9 September 2021
Unlisted options
9 September 2024
$0.01
$0.22
$0.05
$0.05
9 September 2021
Unlisted options
9 September 2024
$0.0385
55,000,000
(55,000,000)
-
69,800,002
(350,000)
69,450,002
-
-
-
30,000,000
30,000,000
5,000,000
5,000,000
4,259,740
4,259,740
124,800,002
(16,090,260)
108,709,742
40
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
The 9,259,740 options granted in September 2021 were issued to brokers and consultants for services
received. The 30,000,000 options granted during the 2022 financial year were associated with the SBC
finance facility. The options granted during the 2021 financial year were free attaching to the October
2020 placement.
d) Performance rights
Milestone
Mr H.
Millanga
Continued
Employment
twelve
months
from Grant
Mr T
Matthews
Achieving a
VRC 20-day
VWAP of 15
cents per
share
Expiry
Date
Tranche
Balance
30 June
2021
Granted
during the
year
Vested
during the
year
Expired
during the
year
Balance 30
June 2022
21
August
2021
22
October
2021
B
C
5,000,000
-
(5,000,000)
-
-
10,000,000
15,000,000
-
-
(10,000,000)
-
(5,000,000)
(10,000,000)
-
-
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
Performance rights reserve
Share based payments reserve
Convertible note reserve
Foreign currency translation reserve
2022
$
2021
$
-
(178,889)
(489,000)
(1,003,351)
(1,671,240)
79,289
-
-
(74,128)
5,161
41
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
Movement in Reserves;
Share based payments reserve
Balance at the beginning of the year
Share based payment
Options and performance rights exercised
Broker options issued
Balance at the end of the year
Convertible note reserve
Balance at the beginning of the year
Convertible Note (option)
Exercised
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
2022
$
2021
$
79,289
89,186
(129,279)
139,693
178,889
-
489,000
-
489,000
(74,127)
1,077,478
1,003,351
1,671,240
22,393
161,157
(104,261)
-
79,289
-
-
-
-
1,091,042
(1,165,169)
(74,127)
5,162
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). The functional currency of foreign
operations through Zavalievsky Graphite is Ukraine hryvnia (UAH) and US Dollars (USD). Volt Energy
materials functional currency is United States dollars (USD). $3,357 of vesting expense was recognised
during the year. At the date of lapsing, an amount of ($39,197) was recognised in profit and loss to
recognised that no rights eventually vested.
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.
42
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
13.
Share based payments
Performance rights
In the previous financial year, a geologist of the company was issued with 10,000,000 performance
rights, with nil exercise price and valued using the grant date share price of $0.01. The only vesting
conditions attached were non-market service periods with 5,000,000 vesting at 21 February 2021 and
5,000,000 vesting 21 August 2021. The latter vested during the year and vesting expense of $6,549 was
recognised. The total vesting expense recognised over the term was transferred to share capital.
At the start of the financial year Mt Trevor Matthews had 10 million tranche C performance rights on
issue and these lapsed unvested on 3 December 2021. The fair value of these rights were valued using a
trinomial option model using inputs below:
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
At 30 June 2022, the Company had no further performance rights on issue.
Other share based payments
DGWA GmbH, a consulting firm provided the company with investor relations services, was issued
725,570 shares with a share based payment expense of $18,139 recognised. This was valued using the
grant date share price of $0.025.
Peak Asset Management Pty Ltd was engaged to provide investor relations services and was issued
5,558,181 shares for services received. A share based payment expense of $67,140 was recognised based
on the grant date price of $0.011. 5 million options were also granted and were valued at $67,117 using
a Black and Scholes option pricing model using the inputs below:
Details
Grant date
Expiry date
Spot price at grant date
Exercise price
Interest rate
Volatility
Number of unlisted options
Value of options
30 Nov 2021
9 Sep 24
$0.028
$0.05
0.87%
100%
5,000,000
$67,117
43
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
EAS Advisors LLC were engaged to provide consulting services and were issued 4,259,740 options in
consideration for services received. These valued were at $72,576 using a Black and Scholes option model
using the inputs below:
Details
Grant date
Expiry date
Spot price at grant date
Exercise price
Interest rate
Volatility
Number of unlisted options
Value of options
30 Aug 2021
9 Sep 24
$0.03
$0.0385
0.15%
100%
4,259,740
$72,576
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,
44
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
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).
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
Financial liabilities
Trade and other payables
Borrowings
2022
$
358,496
90,401
448,897
6,330,800
-
6,330,800
2021
$
254,521
82,854
337,375
573,446
-
573,446
All of the above have a maturity within 12 months
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.
45
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
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:
Assets
Liabilities
2022
2021
2022
2021
US dollars
Tanzanian shillings
18,225
888,400
17,458
491,973
3,076,353
-
2,761,446
-
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
2022
$
2021
$
(305,813)
(272,827)
88,840
49,197
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.
46
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
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 %
2022
$
2021
$
Financial assets
Cash and cash equivalents
Trade receivables
Financial liabilities
Borrowings
Creditors
Floating
Floating
Fixed
Fixed
0.09%
0
358,496
-
0.09%
-
254,521
-
-
-
-
-
-
-
-
-
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 $3,047 (2021: $2,036). This is mainly attributable to the Consolidated Entity’s exposure to
interest rates on its variable rate cash holdings.
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 2022.
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.
47
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
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.
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
2022
$
49,888
-
-
49,888
2021
$
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%.
48
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
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.
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 and Geographical locations
Zavalievsky
Graphite
Corporate
$
Volt
Resources
Tanzania
(Graphite)
$
2022
Revenue
Interest received
Total segment revenue
Expenditure
Corporate compliance fees
Corporate management costs
Marketing and Investor relation
costs
Occupancy expenses
Interest expenses
Gain on financial instruments
Foreign exchange gain (loss)
Share based payments
Share of losses in associate
Impairment of investments
Other expenses
Total segment expenditure
Loss before income tax
-
532
532
(972,776)
(1,430,115)
(1,038,004)
(27,461)
(1,639,783)
156,837
319,317
(89,186)
-
(10,348,523)
(294,660)
(15,364,354)
(15,363,822)
-
-
-
-
-
-
-
-
-
-
-
(1,083,260)
-
-
(1,083,260)
(1,083,260)
-
-
-
(55,020)
(95,737)
-
(9,983)
-
-
225,233
-
-
-
(14,751)
49,742
49,742
Guinea
Gold
Total
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
-
532
532
(1,027,796)
(1,525,852)
(1,038,004)
(37,444)
(1,639,783)
156,837
544,550
(89,186)
(1,083,260)
(10,348,523)
(309,411)
(16,397,872)
(16,397,340)
49
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
SEGMENT ASSETS
Segment operating assets
Total segment assets
SEGMENT LIABILITIES
Segment operating liabilities
Total segment liabilities
452,188
452,188
-
-
24,166,119
24,166,119
4,041,265
4,041,265
28,659,572
28,659,572
833,135
833,135
5,516,040
5,516,040
(18,375)
(18,375)
-
-
6,330,800
6,330,800
Corporate
$
Graphite
$
Gold
$
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
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)
(113,817)
(174,401)
(20,756)
(161,157)
(335,523)
(304,748)
(2,589,733)
(2,564,475)
SEGMENT ASSETS
Segment operating assets
Total segment assets
SEGMENT LIABILITIES
Segment operating liabilities
Total segment liabilities
421,185
421,185
22,650,973
22,650,973
3,679,588
3,679,588
26,751,746
26,751,746
583,850
583,850
(10,404)
(10,404)
-
-
573,446
573,446
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, is the Board of Directors of Volt Resources Limited.
50
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
Subsidiaries
17.
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries:
Volt Energy Materials LLC
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
United States
Tanzania
Australia
Singapore
Guinea
Guinea
Australia
Australia
Australia
Mozambique
Mozambique
Mozambique
2022
%
100
100
100
100
100
100
100
100
100
70
80
80
2021
%
-
100
100
100
100
100
100
100
100
70
80
80
(1) Subsidiaries with non-controlling interests are not material to the capital 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
2022
$
2021
$
50,462
48,000
9,470
59,932
2022
$
854,942
-
-
854,942
9,470
57,470
2021
$
598,704
-
-
598,704
51
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
Parent entity information
20.
The following details information related to the parent entity, Volt Resources Limited, as at 30 June 2022.
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
2022
$
450,468
28,311,208
28,761,676
6,350,174
-
6,350,174
22,411,502
86,403,507
666,527
(64,658,532)
22,411,502
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
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
(16,530,918)
(2,055,132)
(16,530,918)
(2,055,132)
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.
21.
Events subsequent to year end
On 11 July 2022, the Company successfully raised $1.716 million (before costs) through the issue of
107,250,000 fully paid ordinary shares at $0.016 per share (representing a 5.9% discount to trading) plus
53,625,000 unlisted options (“Placement Options”) with an exercise price of 2.4 cents and a maturity date
36 months from the date of issue (with each investor to receive one option for every two shares
subscribed for under the Placement).
In addition, Volt’s Chairman, Asimwe Kabunga, subscribed for 17,750,000 fully paid ordinary shares and
8,875,000 unlisted options for an additional $284,000 on the same terms as the Placement securities,
subject to shareholder approval, (“Director Placement”) for a total commitment of $2.0 million.
52
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
On 1 August 2022, Production at the Zavalievsky graphite mine and processing plant. The export of
graphite products to central and eastern Europe will commence later in August with sales revenue
planned to be received soon thereafter. Based on past operating performance and improvements to
operations and planning, ZG is forecast to produce between 8,000 and 9,000 tonnes of graphite products
for the year ending 30 June 2023.
Acquisition of Gold Republic Pty Ltd
22.
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(1)
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
(1) 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.
53
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
23.
Investments in Associate and Joint Arrangements
Acquisition cost (Zavalievsky Graphite)
Intercompany loan
Volt Resource’s share of ZG Group loss – 70%
Impairment of Investment in Zavalievsky Graphite
Carrying Value
10,328,536
1,103,247
(1,083,260)
(10,348,523)
-
-
-
-
-
On 26 July 2021, the Company completed the acquisition of a 70% interest in the ZG Group. Given the
joint control of the ZG Group, the Company’s 70% interest is accounted for using the equity method in
the consolidated financial statements. ZG Group is governed by the three shareholders and a three-
member Supervisory Board where key decisions require unanimous approval of all shareholders or
Supervisory Board members.
Accounting policy applied:
A Joint arrangement is where the parties that have joint control of the arrangement have rights to the net
assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement,
which exist only when the decisions about relevant activities require the unanimous consent of the parties
sharing control. The considerations made in determining significant influence or joint control are similar
to those necessary to determine control over subsidiaries. The Group’s investment in its joint
arrangement is accounted for using the equity method. Under the equity method, the investment in a
joint arrangement is initially recognised at cost. The carrying amount of the investment is adjusted to
recognise changes in the Group’s share of net assets of the joint venture since the acquisition date.
The statement of profit or loss reflects the Group’s share of the results of operations of the joint venture.
The aggregate of the Group’s share of profit or loss of a joint venture is shown on the face of the statement
of profit or loss outside operating profit and represents profit or loss after tax.
2022
$
2021
$
Revenue
Other Income
Cost of Sales
Gross Profit
Foreign exchange gain/(loss)
Other expenses
Finance cost
Loss before income tax
Income tax (expense)/benefit
Loss after income tax
Current Assets
Non-current Assets
Current Liabilities
Non-current Liabilities
Net Assets
2,487,809
238,058
(4,420,597)
(1,694,730)
(479,529)
(1,111,581)
(291,799)
(3,577,639)
242,130
(3,335,509)
1,058,548
7,513,195
(5,040,996)
(3,589,241)
(58,494)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
54
VOLT RESOURCES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2022
DIRECTORS’ DECLARATION
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 2022 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 2022.
This declaration is signed in accordance with a resolution of the Board of Directors.
Asimwe Kabunga
Non-Executive Chairman
30 September 2022
55
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
2022, 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 2022 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 Regarding Going Concern
We draw attention to Note 1 in the financial report, which indicates that a material uncertainty exists
that may cast doubt on the Group’s ability to continue as a going concern. Our opinion is not modified
in respect to this matter.
56
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 Regarding Going Concern Basis section,
we have determined the matters described below to be the key audit matters to be communicated in
our report.
Key Audit Matter
How our audit addressed the key audit
matter
Exploration and evaluation assets
Refer to note 9
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 capitalisation 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 verified a sample of amounts
capitalised;
• 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 2023 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 acquired 70% interest in the Zavalievsky group
Refer to note 23
On 27 July 2021, the Group acquired a 70%
interest in the Zavalievsky group for consideration
of US $7.6 mil.
Our procedures included but were not limited
to:
• Obtaining an understanding of the terms of
In accordance with AASB 11 Joint Arrangements,
the Group classifies the Zavalievsky arrangement
as a joint venture and accounts for its investment
using the equity method in-line with the
the acquisition by reviewing the sale
agreement.
• Ensuring the Group’s assessment of ‘joint
control’ is in accordance with the
57
requirements of AASB 128 Investments in
Associates and Joint Ventures. The Group has
subsequently impaired the investment during the
year due to the Russian invasion of Ukraine and
the consequential effects on the operations.
This was determined to be a key audit matter as
the investment and its impairment are material to
the Group and is important to users understanding
of the financial report as a whole. Additionally,
significant judgement has been required in
applying the criteria for ‘joint control’ under AASB
11 as well as the consideration of impairment
indicators under AASB 136 Impairment of Assets.
requirements of AASB 11 Joint
Arrangements.
• Evaluating whether the Group’s accounting
treatment for its interest in the joint
arrangement is in-line with the
requirements of AASB 128 Investments in
Associates and Joint Ventures.
• Engaging a component auditor to audit and
opine on the Zavalievsky Group’s
acquisition date financial statements and
the financial statements for the period from
acquisition to 30 June 2022. We evaluated
the work performed by the component
auditor and considered their findings and
audit opinion.
• Ensuring initial recognition by the Group of
acquisition date balances was correct.
• Evaluating the Group’s subsequent
assessment of the recoverability of the
joint venture investment, as well as
ensuring balances written-off were
accurate.
• Assessing the associated disclosures in
the financial report.
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 2022, but does not include the
financial report and our auditor’s report thereon.
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.
58
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.
− Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
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.
59
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included the directors’ report for the year ended 30 June
2022.
In our opinion, the Remuneration Report of Volt Resources Limited for the year ended 30 June 2022
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
30 September 2022
B G McVeigh
Partner
60
VOLT RESOURCES LTD
ADDITIONAL ASX INFORMATION
For the year ended 30 June 2022
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 Option Holders
Shares
As at 20 September 2022, there were 5,463 shareholders holding a total of 3,320,663,777 fully paid
ordinary shares.
Options
As at 20 September 2022, there were 73,625,001 quoted Options exercisable at $0.024 on or before 30
June 2025, 69,450,002 un-quoted Options exercisable at $0.022 on or before 23 October 2023, 30,000,000
un-quoted Options exercisable at $0.05 on or before 26 Jul 2024, 4,259,740 un-quoted Options exercisable
at $0.0385 on or before 9 September 2024, and 5,000,000 un-quoted Options exercisable at $0.05 on or
before 9 September 2024.
Distribution of Equity Securities
Ordinary Shares
Unlisted Options
1 - 1000
1001 - 5000
5001 - 10,000
10,001 - 100,000
100,001 and above
Total
There were 861 holders totalling 5,441,785 ordinary shares holding less than a marketable parcel.
Number of Shares Number of Holders
-
-
-
-
18
18
Number of Holders
279
184
137
2,572
2,311
5,483
87,307
505,010
1,089,901
123,860,234
3,195,121,325
3,320,663,777
Number of Shares
-
-
-
-
108,709,742
108,709,742
Top Twenty Share Holders
Shareholder name
KABUNGA HOLDINGS PTY LTD
MR PETER RAYMOND NOTMAN & MR ELAINE NOTMAN
VEN CAPITAL PTY LTD
BOSSWHAT PTY LTD
MR DOMINIC VIRGARA
CITICORP NOMINEES PTY LIMITED
SAFINIA PTY LTD
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
10 BOLIVIANOS PTY LTD
CHATA HOLDINGS PTY LTD
1
2
3
4
5
6
7
8
9
10
11 MS CHUNYAN NIU
12 MR SCOTT WILLIAMS
13 MR KEVIN BRADY
14
15 MR RICHARD HIM SIM VOM
16 MR WAYNE ANDREW HUTCHINS
17 MR VIKTOR KONDAS
18
19
20 MR EMANUELE CAPPELLO
BNP PARIBAS NOMINEES PTY LTD
ELEANOR COLE
NATIONAL NOMINEES LIMITED
Ordinary shares
held
number
455,805,420
165,847,517
90,217,428
75,000,000
72,575,000
62,105,110
50,500,000
45,431,002
34,793,937
32,464,286
26,011,017
22,575,421
21,909,091
20,000,000
19,659,172
18,000,000
17,000,000
16,963,790
16,365,800
16,000,000
1,279,223,991
%
13.73%
4.99%
2.72%
2.26%
2.19%
1.87%
1.52%
1.37%
1.05%
0.98%
0.78%
0.68%
0.66%
0.60%
0.59%
0.54%
0.51%
0.51%
0.49%
0.48%
38.52%
61
VOLT RESOURCES LTD
ADDITIONAL ASX INFORMATION
For the year ended 30 June 2022
Substantial Share Holders
The names of substantial shareholders pursuant to the Company’s share register are as follows:
Shareholder name
1
KABUNGA HOLDINGS PTY LTD
Ordinary shares held
number
455,805,420
455,805,420
%
13.73
13.73
Voting Rights
All ordinary shares carry one vote per share without restriction.
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
-
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
District
Tanzania – Masasi
District
Tanzania – Masasi
District
Guinea - Nzima
Guinea - Monebo
Guinea - Kouroussa
Guinea - Fadougou
Guinea - Kouroussa
West
Guinea - Konsolon
- Masasi
ML 591/2018
ML 592/2018
PL 10643/2015
PL 10644/2015
PL 10667/2015
PL 10668/2015
PL 10717/2015
PL 10788/2016
None
None
Renewal
progress
Renewal
progress
Renewal
progress
Renewal
progress
Renewal
progress
None
in
in
in
in
in
PL 13207/2018
Application#
PL 13208/2018
Application#
EP 22980
EP 23058
EP 22982
EP 22981
EP 23057
None
None
None
None
None
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Volt Tanzania Graphite
Plc
KB Gold SARLU
100%
Novo Mines SARLU
# 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.
EP 22800
None
62
VOLT RESOURCES LTD
ADDITIONAL ASX INFORMATION
For the year ended 30 June 2022
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. The review was carried out as at 30 June 2020. The estimates for Ore Reserves and
Mineral Resources were prepared and disclosed under the JORC Code 2012.
As of the 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,
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 2021.
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 2022, the Graphite Mineral Resources for Volt Resources were:
Bunyu Project
Mt
TGC (%)
Namangale North (now Bunyu 1)
Total Measured
Namangale North (now Bunyu 1)
Namangale South (now Bunyu 2 & 3)
Total Indicated
Namangale North (now Bunyu 1)
Namangale South (now Bunyu 2 & 3)
Total Inferred
Total Resource
Measured
Indicated
Inferred
20
20
122
33
155
264
23
286
461
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:
5.3
5.3
5.2
4.3
5.0
5.0
3.6
4.9
4.9
63
VOLT RESOURCES LTD
ADDITIONAL ASX INFORMATION
For the year ended 30 June 2022
Size
Label
µm
500 Super Jumbo
Jumbo
300
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.
As of the 30 June 2022, the Graphite Ore Reserves for Volt Resources were:
Ore Reserve Classification
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
Ore (Mt)
Proved
19.3
-
-
19.3
Probable
95.8
6.4
5.8
108.1
127.4
TGC (%)
Contained Graphite
(Mt)
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 2022.
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.
64
VOLT RESOURCES LTD
ADDITIONAL ASX INFORMATION
For the year ended 30 June 2022
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.
The Ore Reserves Statement has been approved by Mr Andrew Law of Optiro Pty Ltd (now Snowden
Optiro), 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.
65
VOLT RESOURCES LTD
ADDITIONAL ASX INFORMATION
For the year ended 30 June 2022
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 Pty Ltd (now Snowden 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.
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.
66
VOLT RESOURCES LTD
ADDITIONAL ASX INFORMATION
For the year ended 30 June 2022
The specifications of the minerals reported above:
µm
500
300
Size
Label
Super Jumbo
Jumbo
Bunyu 1 (Stage 1)
%
1
11
180
150
-150
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.
Large
Medium
Small to Fine
27
15
46
The Bunyu 1 (Stage 1): Ore Reserves (not the entire Bunyu 1 deposit)
Material
Ore
Location
North
Central
South
Starter
South
Main
TOTAL
Classification
Proved
Probable
Subtotal
Proved
Probable
Subtotal
Proved
Probable
Subtotal
Proved
Probable
Subtotal
Proved
Probable
Total
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
109
1,001
593
1,408
916
1,315
649
1,358
2,267
5,082
Strip Ratio
0.12
0.73
2.30
0.91
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 (now Snowden Optiro) 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.
67
VOLT RESOURCES LTD
ADDITIONAL ASX INFORMATION
For the year ended 30 June 2022
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.
68