ANNUAL REPORT
For the year ended 30 June 2023
ACN: 106 353 253
ASX:VRC
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ACN 106 353 253
ANNUAL REPORT
For the Year Ended 30 June 2023
Chairman’s Letter
Year 2023 will be remembered as a year of hard work, accomplishments, and consolidation at Volt Resources.
Not only did the team lay a solid foundation to move forward from, the Zavalievsky staff were able to
recommence production in a conflict zone, a new discipline of fiscal management and the continued work to
unlock the value in our potential second graphite mine.
Becoming a graphite producer in Europe has continued to bring challenges, given the ongoing conflict in the
Ukraine. In July 2021, Volt acquired a 70% interest in the Zavalievsky Graphite group, a very long-life asset and
in production for close to a century. As reported recently, Zavalievsky is back in production and work has also
begun to develop new potential revenue streams from the business in a measured approach.
Volt unveiled a new strategy which calls for becoming an integrated natural graphite producer to capitalise on
market attractiveness, our strong unique sales proposition, and market tailwind. We believe this will create
value for the shareholders. In recognition of the potential value in this vertical business integration, Volt formed
a US subsidiary (Volt Energy Materials LLC) in 2022 to create a solid footprint from which to capitalise on battery
markets. US federal government support, through its policy and financial incentives, is supporting the battery
industry. This Government support represents a real opportunity that Volt Energy Materials plans to be a part
of in the coming year.
While graphite production at Zavalievsky creates immediate value for investors, and these downstream
initiatives are a medium-term value driver, the development of our Bunyu graphite project in Tanzania is now
being brought to the forefront as we progress its development in two stages. The initial feasibility study for
Stage 1 has an estimated capex of US$31.8m for a mine and processing facility for 23,700 tonnes of graphite
products annually on average.
As mentioned during the year, Volt’s Management team has been working tirelessly on an update for the stage
1 Feasibility Study to reflect current market conditions. In association with the Feasibility Study update,
Management has successful secured two binding offtake agreements during the year, accounting for all the
stage 1 production volume.
There is also significant potential long-term value in exposure to quality lithium assets, particularly with access
to key European markets. To this end, Volt entered into an agreement to acquire three license applications in
Serbia in November 2021 that are prospective for lithium-borate, once the licenses have been granted the
acquisition can be finalised. Drilling is planned across all three licences, subject to the applications being
granted.
Given Volt’s strategy to focus on the becoming a significant supplier in the battery materials supply chain, we
have been looking at ways to crystalise value held in our Gold Projects in Guinea during the year. We remain
focused in finding the best value for our shareholders whilst not incurring any further material investment into
the project.
As Volt progresses through the 2023/24 financial year, we look to build on the momentum securing financing
for the Stage 1 Bunyu Project and accelerating downstream projects. Progressing with these key objectives that
will see us extract further value for our shareholders.
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ANNUAL REPORT
For the Year Ended 30 June 2023
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
Executive Chairman
27 September 2023
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ANNUAL REPORT
For the Year Ended 30 June 2023
Material business risks
The following is not intended to be an exhaustive list of the risk factors to which the Company
is exposed.
As the risks described in this section may impact upon the Company’s future performance,
the Company and its Directors have taken steps to safeguard the Company from, and to
mitigate the Company's exposure, to these risks.
Risk related to the Graphite and Lithium Market, Gold Prices, and the Volt Group’s
Activities
General Economic and Political Risks
Changes in the general economic and political climate in the jurisdictions in which the Volt
Group and its assets are located, or on a global basis that could impact on economic growth,
the graphite and/or gold price, interest rates, the rate of inflation, taxation and tariff laws,
domestic security which may affect the value and viability of any mining activity that may be
conducted by the Volt Group.
Title Risk
All licenses are subject to compliance with certain requirements, including but not limited to,
meeting the minimum exploration work commitments, lodgement of reports, payment of
royalties and compliance with environmental conditions and environmental legislation, and
government policies. Consequently, the Volt Group could lose title to or its interest in any of
the licenses to any of its assets if these requirements are not met.
Risks of Foreign Operations
The Volt Group operates in areas that may be considered politically unstable and is subject
to the laws of foreign jurisdictions. The Volt Group’s graphite operations and related assets
are in Tanzania and Ukraine, lithium exploration license applications in Serbia, and its gold
exploration projects are located in Guinea. Tanzania and Guinea rank in the lowest quartile
of both the Human Development Index (World Bank) and the Ease of Doing Business Index
(World Bank) and may be considered to be politically and/or economically unstable. Ukraine
and Serbia are highly ranked in terms of both indexes. Risks exist in terms of the relevant
governmental approval for the various activities which mining licenses require and the
timetable associated with obtaining such approvals.
Volt is subject to extensive laws and regulations governing prices, taxes, royalties, production,
transport, pollution control, export of graphite and many other aspects of its business in its
country of operations. There can be no assurance that the actions of present or future
national governments will not materially and adversely affect the business, financial
condition, or results of operations of the Volt Group.
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ANNUAL REPORT
For the Year Ended 30 June 2023
Through its operations in foreign jurisdictions, the Volt Group may become subject to
economic and political risks, such as:
• the renegotiation, cancellation or forced modification of existing contracts and product
sharing agreements;
• expropriation or nationalization of property;
• changes in laws or policies or increasing legal and regulatory requirements, including those
relating to tax, royalties, imports, exports, duties, currency or other claims by government
entities (including retroactive claims or changes in administration of laws, policies and
practices);
• uncertain political and economic environments, war, terrorism, sabotage and civil
disturbances;
• delays or inability to obtain or maintain necessary government permits or to operate in
accordance with such permits or regulatory requirements; and
• currency fluctuations.
On 24 February 2022, the Russian military invaded Ukraine. Operations at the Company’s 70%
owned Zavalievsky Graphite business located 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 located
at the town and the business assets during this conflict.
On 2 August 2022, Zavalievsky Graphite Group restarted operations at the Zavallya mine. The
decision to restart 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. The associated impacts of the war including power and transport disruptions, and
limited sources of financing will continue to have a material impact on operations.
Exploration, development or production activities in Tanzania, Guinea, Ukraine, and Serbia
may require protracted negotiations with host governments and third parties and there is no
guarantee that results of these negotiations will be favourable.
In addition, if a dispute arises with regards to Volt’s graphite operations, Volt will be subject
to the exclusive jurisdiction of the courts of Tanzania. Tanzania’s legal system, developing
since independence in 1961, is relatively emergent compared to for instance the 800 year old
UK legal system, therefore Volt may have difficulty in obtaining effective legal redress in the
national courts. Similarly in Guinea, The judicial system is based on French civil law, customary
law, and decree; legal codes are under revision, and Guinea has not accepted compulsory ICJ
jurisdiction. In 1958 and 1965, the government introduced some customary law, but retained
French law as the basic framework for the court system.
In Ukraine the law and legal system are subject to deep and complex changes. Since
independence Ukraine has made progress in the creation of new legislation. On its way to
incorporate international legal standards in its domestic legislation and make it consistent
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ANNUAL REPORT
For the Year Ended 30 June 2023
with international norms, Ukraine adopted in 1996 a new constitution and market-oriented
laws.
The development of Ukrainian legal system has been significantly influenced by the declared
European integration of the country. Ukraine is currently in the process of adapting its
legislation to European norms and standards with a goal to acquire full membership to the
European Union.
According to the Constitution of Serbia, the Government:
• Determines and guides
• Executes laws and other general acts of the National Assembly
• Adopts regulations and other general acts for the purpose of enforcing laws
• Proposes to the National Assembly the laws and other general acts and gives an opinion on
them when submitted by another proposer
• Directs and coordinates the work of public administration bodies and supervises their work,
and
• Performs other duties determined by the Constitution and the law.
Also, the Government is responsible to the National Assembly for the policy of the Republic
of Serbia, for the implementation of laws and other general acts of the National Assembly
and for the work of state administration bodies.
These risks may limit or disrupt Volt operations, restrict the movement of funds, or result in
the deprivation of contract rights or the taking of property by nationalization or expropriation
without fair compensation and may materially adversely affect Volt’s financial position and
results of operations. Volt operates in regions that may be subject to a higher degree of
political, social and economic risks than more developed regions.
The occurrence of these several factors and uncertainties cannot be accurately predicted and
could have an adverse effect on the operations or profitability of the Company. The Company
has made its investment and strategic decisions based on the information currently available
to its directors, however, should there be any material change in the political, economic, legal
and social environments in Tanzania or Guinea, the directors may re-assess investment
decisions and commitments to assets in the country.
Regulatory
Changes in relevant taxes, legal and administration regimes, accounting practice and
government policies may adversely affect the financial performance of the Company.
The Tanzanian government exercises significant influence over Tanzania’s mining
industry
In Tanzania, the state retains ownership of the minerals and consequently retains control of
the exploration and production of mineral resources. Accordingly, these operations may be
materially affected by the government through royalty payments, export taxes and
regulations, surcharges, value added taxes, production bonuses and other charges.
The Company has operated in Tanzania for a number of years and management believes the
Company has reasonably good relations with the current Tanzanian government. However,
there can be no assurance that present or future administrations or governmental regulations
in Tanzania will not materially adversely affect the operations or future cash flows of the
Company.
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ANNUAL REPORT
For the Year Ended 30 June 2023
Risks Associated with Changes in Legislation
Changes to mineral exploration or investment policies and legislation or a shift in political
attitude within the jurisdiction in which the Volt operates may adversely affect the Volt’s
proposed operations and profitability. Government action or policy change in relation to
access to lands and infrastructure, compliance with environmental regulations, export
restrictions, taxation, royalties and subsidies may adversely affect Volt’s operations and
financial performance. Volt is governed by a series of national laws and regulations. Breaches
or non-compliance with these laws and regulations can result in penalties and other liabilities.
These may have a material adverse impact on the financial position, financial performance,
cash flows, growth prospects and share price of the Company.
These laws and regulations may be amended from time to time, which may also have a
material adverse impact on the financial position, financial performance, cash flows, growth
prospects and share price for the Company. The legal and political conditions in Tanzania,
Guinea, Ukraine, and Serbia and any changes thereto are outside the control of Volt.
The introduction of new legislation or amendments to existing legislation by the national
government, developments in existing common law, or the interpretation of the legal
requirements which govern Volt’s operations or contractual obligations, could adversely
affect the assets, operations and, ultimately, the financial performance of the Company and
the value of its securities. In addition, there is a commercial risk that legal action may be taken
against or by Volt in relation to commercial matters.
The evolution and interpretation of government legislation is uncertain and may
impose restrictions on Volt
Volt´s business is subject to various levels of government controls and regulations which are
revised from time to time. The Company is unable to predict what legislation may be
proposed that might affect its business or when any such proposals, if enacted, might become
effective. Such changes could require increased capital and operating expenditures and could
prevent or delay certain operations by Volt. To the extent Volt is unable to comply with any
such legislation, whether in the future or past, the Company may be unable to continue to
successfully operate.
The ‘Natural Wealth Resources’ Regulations
The introduction of new legislation such as the introduction in Tanzania of the Natural Wealth
and Resources (Permanent Sovereignty) Act, 2017 and the Natural Wealth and Resources
(Review and Renegotiation of Unconscionable Terms), 2017 which govern the Company’s
Tanzanian operations or contractual obligations, may adversely affect the assets, operations
and, ultimately the financial performance of the Company and the value of its securities.
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ANNUAL REPORT
For the Year Ended 30 June 2023
General Operational Risks
Developing mineral resources inherently involves a high degree of risk. The business of Volt
is subject to all of the operating risks normally associated with the exploration for, and the
production, storage, transportation and marketing of graphite and/or gold. These risks
include explosions, fire, migration of harmful substances and waste production spills, any of
which could cause personal injury, result in damage to, or destruction of, production facilities
and other property, eq equipment, and the environment, as well as interrupt operations. In
addition, Volt will be subject to the risks normally incident to the construction of graphite
and/or gold mines and the operation and development of graphite and/or gold properties,
including encountering unexpected mining conditions, premature declines of resources,
equipment failures and other accidents, adverse weather conditions, pollution and other
environmental risks.
New Projects and Acquisitions
The Company has to date and will continue to actively pursue and assess other new business
opportunities. These new business opportunities may take the form of direct project
acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, or direct equity
participation.
The acquisition of projects or other assets (whether completed or not) may require the
payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence and
prior to the completion of comprehensive due diligence. There can be no guarantee that any
proposed acquisition will be completed or successful. If the proposed acquisition is not
completed, monies already advanced may not be recoverable, which may have a material
adverse effect on the Company.
If an acquisition is completed, the Directors will need to reassess, at that time, the funding
allocated to current projects and new projects or assets, which may result in the Company
reallocating funds from other projects and/or the raising of additional capital (if available).
Furthermore, notwithstanding that an acquisition may proceed upon the completion of due
diligence, the usual risks associated with the new project/business activities will remain.
Furthermore, if a new investment or acquisition by the Company is completed, ASX may
require the Company to seek Shareholder approval and to meet the admission requirements
under Chapters 1 and 2 of the ASX Listing Rules as if the Company were a new listing. There
would be costs associated with re-complying with the admission requirements. The Company
may be required to incur these costs in any event, were it to proceed to seek to acquire a new
project which is considered to result in a significant change to the nature or scale of its
existing operations.
Any new project or business acquisition may change the risk profile of the Company,
particularly if the new project is in another jurisdiction, involving a new commodity and/or
changes to the Company’s capital/funding requirements. Should the Company propose or
complete the acquisition of a new project or business activity, investors should re-assess their
investment in the Company in light of the new project/business activity.
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ANNUAL REPORT
For the Year Ended 30 June 2023
Ore Reserves and Mineral Resources Risks
Uncertainties in Estimating Reserves and Future Net Cash Flows
Ore reserve and mineral resource estimates are expressions of judgement based on
knowledge, experience, and industry practice. Estimates that were valid when originally
calculated may alter significantly when new information or techniques become available. In
addition, by their very nature, resource and reserve estimates are imprecise and depend to
some extent on interpretations, which may prove to be inaccurate. As further information
becomes available through additional drilling and analysis, the estimates may change. This
may result in alterations to development and production plans which may in turn adversely
affect the operations of Volt.
There are numerous uncertainties inherent in estimating quantities of proved and probable
reserves and cash flows to be derived therefrom, including many factors beyond the control
of the Company. These evaluations include a number of assumptions relating to factors such
as initial production rates, ultimate recovery of reserves, timing and amount of capital
expenditures, marketability of production, mineral price differentials to forecasts, operating
costs, transportation costs, cost recovery provisions and royalties, governmental “back-in”
methodology and other government levies that may be imposed over the producing life of
the reserves.
Estimates of the economically recoverable graphite reserves attributable to the project
properties, classification of such reserves based on risk of recovery and estimates of future
net revenues associated with reserves may vary from actual results, and those variations
could be material. The process of estimating reserves requires interpretations and judgments
on the part of mining engineers, resulting in imprecise determinations, particularly with
respect to new discoveries. Different engineers may make different estimates of reserve
quantities and revenues attributable thereto based on the same data.
The reserve evaluation is based in part on the assumed success of activities Volt intends to
undertake in future years. The reserves and estimated cash flows to be derived therefrom
and contained in the reserve evaluation will be reduced to the extent that such activities do
not achieve the level of success assumed in the reserve evaluation. The reserve evaluation is
effective as of a specific effective date and, except as may be specifically stated, has not been
updated and therefore does not reflect changes in the reserves of Volt since that date.
The estimation of proved reserves that may be developed and produced in the future are
often based upon probabilistic calculations and upon analogy to similar types of reserves
rather than upon actual production history. Estimates based on these methods generally are
less reliable than those based on actual production history. Subsequent evaluation of the
same reserves based upon production history may result in variation or revisions in the
estimates reserves, and any such variations or revisions could be material. Market driven
fluctuations of commodity prices may render the recovery of certain reserves uneconomic.
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ANNUAL REPORT
For the Year Ended 30 June 2023
Risk of Inability to Maintain or Replace Reserve Levels
Volt’s ore reserves and production and, therefore, its cash flows and earnings are highly
dependent upon Volt developing and increasing its current reserve base and discovering or
acquiring additional reserves or resources. Without the addition of reserves through
exploration, acquisition or development activities, the Volt Group’s reserves and production
will decline over time as they are depleted. To the extent that cash flow from operations is
insufficient and external sources of capital become limited or unavailable, the ability of Volt
to make the necessary capital investments to maintain and expand its graphite reserves will
be impaired. There can be no assurance that Volt will be able to find and develop or acquire
additional reserves to replace production at commercially feasible costs.
Environmental Risk
Risks Relating to Environmental and Other Regulations
Extensive environmental laws and regulations will affect Volt operations. These laws and
regulations set various standards regulating certain aspects of health and environmental
quality, provide for penalties and other liabilities for the violation of such standards and
establish in certain circumstances obligations to remediate current and former facilities and
locations where operations are or were conducted. In addition, special provisions may be
appropriate or required in environmentally sensitive areas of operation. There can be no
assurance that Volt will not incur substantial financial obligations relating to environmental
compliance. Significant liability could be imposed on Volt for damages, clean-up costs or
penalties in the event of certain discharges into the environment or non-compliance with
environmental laws or regulations. Such liability could have a material adverse effect on Volt.
Moreover, Volt cannot predict what environmental legislation or regulations will be enacted
in the future or how existing or future laws or regulations will be administered or enforced.
Compliance with more stringent laws or regulations, or more vigorous enforcement policies
of any regulatory authority, could in the future require material expenditures by Volt for the
installation and operation of systems and equipment for remedial measures, any or all of
which may have a material adverse effect on Volt.
While management believes that Volt is currently in compliance with environmental laws and
regulations applicable to its operations in the jurisdictions it operates, no assurances can be
given that it will be able to continue to comply with such environmental laws and regulations
without incurring substantial costs.
Volt’s planned operations are subject to extensive governmental legislation and regulation
and increased public awareness concerning environmental protection. The introduction of
more stringent regulations and conditions may also adversely affect Volt.
The Company expects that the cost of complying with environmental legislation and
regulations will increase in the future. Compliance with existing environmental legislation and
regulations has not had a material effect on capital expenditures, earnings or competitive
position of Volt to date. Although management believes that Volt’s operations and facilities
are in compliance with such laws and regulations in all material respects, future changes in
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ANNUAL REPORT
For the Year Ended 30 June 2023
these laws, regulations or interpretations thereof or the nature of its operations may require
Volt to make significant additional capital expenditures to ensure compliance in the future.
Personnel Risks
Reliance on Key Personnel
The Company is highly dependent upon its executive officers and key personnel (including
contractors). The unexpected loss of the services of any of these individuals could have a
detrimental effect on the Company. There is no guarantee that the Company will retain
members of its management team, and if the Company were to lose a member of its
management team unexpectedly, its business, prospects, financial condition, and results of
operations may be adversely affected.
Volt may not be able to attract and retain qualified personnel
Volt may have difficulty attracting and retaining qualified local personnel to work on its
projects due to shortages of qualified, experienced workers and competition for their
services. It may also be difficult to attract, employ and retain qualified expatriate workers as
a result of legal restrictions, socio-economic issues and security concerns in the jurisdictions
in which the Company operates. In the event of a labour shortage, Volt could be forced to
increase wages in order to attract and retain employees, which may result in higher operating
costs and reduced profitability. A failure by Volt to attract and retain a sufficient number of
qualified workers could have a material adverse effect.
Competition Risks
Competition from other mining companies
The graphite industry is competitive in all its phases. The Company competes with numerous
other organizations in the search for, and the acquisition of, graphite properties and in the
marketing of graphite products.
The Company's competitors include graphite companies that have substantially greater
financial resources, staff and facilities than those of the Company. The Company's ability to
increase its reserves in the future will depend on its ability to explore and develop its present
properties. Competitive factors in the distribution and marketing of graphite include product
quality, graphite flake size, price and methods and reliability of delivery and storage.
Increased competition in Tanzania may pose a threat to the Company’s ability to
market its products
A period of increased exploration activity in Tanzania, which has yielded significant
discoveries of graphite that could, when developed, lead to increased competition for
graphite markets and lower graphite prices in the future. In addition, various factors,
including the effect of foreign regulation of production and transportation, general economic
conditions, changes in supply due to mining by other producers and changes in demand may
adversely affect the Company's ability to market its graphite production.
The Company may be affected by the inability to respond to changing technical
development
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ANNUAL REPORT
For the Year Ended 30 June 2023
The mineral resource industry is characterized by rapid and significant technological
advancements and introductions of new products and services utilizing new technologies.
Other companies may have greater financial, technical and personnel resources that allow
them to enjoy technological advantages and may in the future allow them to implement new
technologies before the Company. There can be no assurance that the Company will be able
to respond to such competitive pressures and implement such technologies on a timely basis
or at an acceptable cost. One or more of the technologies currently utilized by the Company
or implemented in the future may become obsolete. If the Company is unable to utilize the
most advanced commercially available technology, its business, financial condition and
results of operations could also be adversely affected in a material way.
Insurance
Insurance against all risks associated with graphite development and production is not always
available or justifiable on a cost-benefit basis. The Company will maintain insurance where it
is considered appropriate for its needs, however it will not be insured against all risks either
because appropriate cover is not available or because the Directors consider the required
premiums to be excessive having regard to the benefits that would accrue.
Risks relating to Corruption and Bribery
Having assessed the Company's exposure to corruption in the jurisdictions in which it
operates, it was concluded that the risk of the Company and/or its subsidiaries violating
applicable laws prohibiting corrupt activities are mitigated or unlikely given the Company's
controls relating to such risks and their effective operation. There can be no assurance,
however that corruption may not directly or indirectly affect or otherwise impair the
Company's ability to operate in Tanzania and effectively pursue its business plan in either
country.
Information Technology Systems and Cyber-Security
The Company has become increasingly dependent upon the availability, capacity, reliability
and security of our information technology infrastructure and our ability to expand and
continually update this infrastructure, to conduct daily operations. The Company depends on
various information technology systems to store and collate geological information, estimate
resource and reserve quantities, process and record financial data, manage our land base,
administer our contracts with our service providers and lessees and communicate with
employees. Further, the Company is subject to a variety of information technology and
system risks as a part of its normal course of operations, including potential breakdown,
invasion, virus, cyber-attack, cyber-fraud, security breach, and destruction or interruption of
the Company’s information technology systems by third parties or insiders.
Unauthorized access to these systems by employees or third parties could lead to corruption
interruption to
or exposure of confidential, fiduciary, or proprietary
communications or operations or disruption to our business activities or our competitive
position. Further, disruption of critical information technology services, or breaches of
information security, could have a negative effect on our performance and earnings, as well
as on our reputation. The Company applies technical and process controls in line with
industry-accepted standards to protect our information assets and systems; however, these
information,
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ANNUAL REPORT
For the Year Ended 30 June 2023
controls may not adequately prevent cyber-security breaches. The significance of any such
event is difficult to quantify but may in certain circumstances be material and could have a
material adverse effect on the Company’s business, financial condition and results of future
operations.
Reputational Risk
Due to the Company's asset concentration, the Company's operations are dependent on
positive relationships with a small number of organizations (including the governments of
Tanzania and Guinea). Damage to the Company’s reputation within Tanzania and/or Guinea
due to the actual or perceived occurrence of any number of events could negatively impact
the Company. Reputation loss may lead to increased challenges in developing and
maintaining community relations, decreased investor confidence, and the impediment of the
Company's overall ability to advance its project developments, thereby having a material
adverse impact on financial performance, cash flows and growth prospects.
Litigation and Dispute Risks
The Company may become involved in disputes with other parties in the future which may
result in arbitration or litigation. The results of any future disputes cannot be predicted, and
the Company may be subject to the exclusive jurisdiction of foreign bodies in settling these
disputes. The costs of defending or settling these disputes may be significant. If the Company
is unable to resolve these disputes favourably, it may have a material adverse impact on the
Company’s financial performance, cash flow and results of future operations.
Although the agreements in relation to the Company’s assets all require international
arbitration if there is a dispute in connection with its operations, the Company could still
become subject to the jurisdiction of courts or arbitration tribunals in any country of
operation or may not be successful in subjecting persons or government entities to the
jurisdiction of the arbitrators or another country. There can be no assurance that if the
Company becomes involved in a dispute that it will be dealt with in a satisfactory manner or
in a way in which the Company expects. The delay or results of such dispute settlement could
have a material adverse effect on the Company, its business, prospects, results of future
operations and financial condition.
Risks Relating to the Availability of Additional Financing
Volt has previously issued convertible securities to fund the acquisition of a controlling
interest in a Ukraine graphite business. Future capital expenditures will be financed out of
funds generated from operations, borrowings and possible future equity sales. The
Company's ability to do so is dependent on, among other factors, the performance of its
investments, the overall state of capital markets and investor appetite for investments in the
Company's securities. From time to time the Company may enter into transactions to acquire
assets or the shares of other companies. These transactions may be financed partially or
wholly with debt, which may temporarily increase the Volt Group’s debt levels above industry
standards. To develop the productive capacity of its assets, depending on the timing, the
Company may require significant additional capital. In addition, if capital costs for these
projects exceed current estimates, or if the Company incurs major unanticipated expenses
related to development or maintenance of its existing properties, it may be required to seek
further additional capital to maintain its capital expenditures at planned levels.
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ANNUAL REPORT
For the Year Ended 30 June 2023
Failure to obtain any financing necessary for the Company's capital expenditure plans may
result in a delay in development or production on the Volt properties. There can be no
assurance that the Company will be successful in its efforts to arrange additional financing in
amounts sufficient to meet the Company's goals or requirements, or on terms that are
acceptable to the Company. If additional financing is raised by the issuance of shares, control
of the Company may change, and shareholders may suffer additional dilution.
External Influences on the Trading Price of Securities
The trading price of securities of mineral commodities issuers is subject to substantial
volatility often based on factors related and unrelated to the financial performance or
prospects of the issuers involved. Factors unrelated to the Company's performance could
include macroeconomic developments, domestic and global commodity prices or current
perceptions of the graphite and gold market. Similarly, the market price of any securities of
the Company could be subject to significant fluctuations in response to variations in the
Company's operating results, financial condition, liquidity and other internal factors.
Lower commodity prices may also affect the value of the Volt Group’s ore reserves as certain
reserves may become uneconomic. In addition, lower commodity prices may restrict the Volt
Group’s cash flow resulting in a reduced capital expenditure budget. As a result, the Volt
Group may not be able to replace its production with additional reserves and both the
production and reserves of the Volt Group could be reduced on a year over year basis. Any
decrease in value of its reserves may reduce the borrowing base under future credit facilities,
which, depending on the level of indebtedness, could result in the Volt Group having to repay
a portion of its indebtedness. If market conditions were to decline resulting in a lack of
confidence in the graphite and/or gold industry, the Volt Group may have difficulty raising
additional funds or if it is able to do so, it may be on unfavourable and highly dilutive terms.
Any substantial decline in the prices of graphite and/or gold could have a material adverse
effect on the Volt Group and the level of its graphite and/or gold reserves. Additionally, the
economics of producing from some deposits may change as a result of lower prices, which
could result in a suspension of production by the Volt Group. Accordingly, the price at which
any securities of the Company will trade cannot be accurately predicted.
General economic and market conditions
The operating and financial position of the Company is influenced by a range of general
domestic and global economic and business conditions that are outside the control of the
Company. These conditions may include, but are not limited to, political movements, stock
market movements, interest rates, industrial disruption, environmental impacts, natural
disasters, taxation changes and legislative or regulatory changes. A prolonged deterioration
in market, business or economic conditions may potentially have an adverse impact on the
Company and its operations.
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ANNUAL REPORT
For the Year Ended 30 June 2023
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
15
16
32
33
34
35
36
37
66
67
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ANNUAL REPORT
For the Year Ended 30 June 2023
Corporate Directory
Directors
Mr. Asimwe Kabunga (Executive Chairman)
Mr. Prashant Chintawar (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
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DIRECTORS’ REPORT
For the Year Ended 30 June 2023
Directors’ 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 2023.
DIRECTORS
The names of Directors who held office during or since the end of the year:
Asimwe Kabunga
Trevor Matthews
Non-Executive Chairman
Managing Director (from 1 July 2022 to 31 December 2022)
Executive Director (from 1 January 2023 to 29 June 2023)
Prashant Chintawar Managing Director from (from 29 June 2023)
Giacomo Fazio
Non-Executive Director
PRINCIPAL ACTIVITIES
The principal activities of the Company during the financial year included:
•
•
•
•
the recommencement of operations at Zavalievsky Graphite following the Russian invasion,
continued activities to obtain funding for the Bunyu Project Stage 1 development including the
execution of two offtake agreements for the sale of forecast graphite production and the update of the
Bunyu Stage 1 feasibility study,
the further development of the Company’s battery material business in America and Europe, and
review of various options that would provide value for Volt shareholders with respect to the Guinea
Gold projects.
RESULTS
The loss after tax for the year ended 30 June 2023 was $13,331,973 (2022: $16,397,340).
REVIEW OF OPERATIONS
Overview
Key operational highlights during the 2023 financial year included:
Graphite
Volt is implementing a plan to become a natural graphite anode manufacturer in the United States and Europe
based on an integrated supply chain using natural flake graphite sourced from its producing mine and
processing plant in Ukraine and the development ready Bunyu project in Tanzania.
Natural Graphite Anode
In October 2022, the company announced it entered into a Joint Development Agreement with 24M
Technologies Inc (“24M”) and American Energy Technologies Co. (“AETC”). The focus is on the production and
evaluation of coated spheroinised purified graphite (“CSPG”) and non-spherical graphite products to enhance
Lithium-ion battery (“LIB”) cathode performance.
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DIRECTORS’ REPORT
For the Year Ended 30 June 2023
Testwork progressing to support 24M’s commercialization activities that utilize its SemiSolid™ lithium-ion
battery technology in multiple markets; including electric vehicles, stationary storage, and electric aviation. The
testwork is leveraging AETC’s inverted LIB anode materials flowsheet design to produce graphite products
sourced from Volt’s 70% owned Zavalievsky Graphite business in Europe and future supply from the Bunyu
Graphite Project in Tanzania.
Following on from the Joint Development Agreement, the Company announced it had entered a Memorandum
of Understanding (“MOU”) with 24M to collaborate on qualifying Volt’s battery anode material and cathode
conductive additive products for use in 24M’s SemiSolid™ manufacturing platform.
Under the terms of the MOU, subject to a successful determination of the Joint Development Agreement
program by 24M, it will promote Volt as a preferred supplier for the LIB natural graphite anode and LIB cathode
conductive additive to 24M licensees.
The two companies have outlined in the MOU initial indicative pricing for LIB anode materials based on current
market conditions. Volt has agreed to meet the future LIB natural graphite anode and LIB cathode conductive
additive volume requirements of 24M’s licensees. Within six months of execution of a binding graphite offtake
agreement, 24M will evaluate an investment in Volt’s US subsidiary, Volt Energy Materials LLC (“VEM”).
In addition to 24M, two new potential customers have started evaluation of the Company’s natural graphite
anode product. One is a large global battery producer with over 30 GWhr/year production capacity and the
other one is a NASDAQ listed and US headquartered battery producer.
Feasibility Study and Natural Graphite Anode Plant Site Selection
In the March 2023 quarter, the Company commenced a Feasibility Study to support the capital cost estimate,
operating cost summary, and financial model on Volt’s planned natural graphite anode plant as a part of its
downstream strategy.
Due to the Inflation Reduction Act, Bipartisan Infrastructure Law, and other US government policies, there is a
growing number of gigafactories planned in the US which will all need local suppliers of graphite anodes.
Selection of a site for a chemical (natural graphite anode) plant is a complex process where multiple criteria
(lowest capital and operating cost via financial incentives, low-cost labor, access to labor, connectivity via rail
and port, ease of permitting, availability of raw materials, access to renewable or low carbon power, etc.) must
be taken into consideration. Since early 2023, the Company has been in discussions with three states in the US
to identify and assess potential sites. Although no final decision has been made, a 32-acre site in the US Battery
Belt (Southeast US) seems suitable based on various criteria.
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DIRECTORS’ REPORT
For the Year Ended 30 June 2023
Natural Graphite
Zavalievsky Graphite Group - Ukraine
Volt has a 70% interest in the Zavalievsky Graphite (ZG) 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.
Following the Russian military invasion of Ukraine on 24 February 2022, operations at Zavallya were suspended
immediately and all staff requested to remain at home until further advised. 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. Over an initial 2-week
period of production, 846 tonnes were produced, for an average of 60.5 tonnes of graphite product per day. In
November 2022, energy supply disruptions commenced due to Russian missile attacks on power generation
facilities affecting the entire Ukraine energy grid. Combined with the continuation of supply disruptions, this
resulted in ZG management being unable to recommence production prior to the Ukraine winter.
Following positive discussions with ZG Group’s power supplier, it was concluded that the required operational
load of up to 5 MWh could be supported (subject to disruption from Russian missile and drone attacks) and as
a result operations were able to recommence.
In April 2023, ZG Group started an optimised production campaign to produce 3,000 tonnes of graphite during
the 2023 calendar year. The first production campaign began on 11 April 2023 and was completed on 17 May
2023. During this period 1,015 tonnes of graphite concentrate was produced at an average daily production
rate of 52 tonnes. In May 2023, ZG Group was selected for grant funding of up to €600,000 through the
European Union’s (EU) Horizon Research and Innovation funding program. The Horizon project “GR4FITE3” will
be executed by an international consortium. This consortium was successful in obtaining funding due to the
Project’s environmental attributes, innovation, cost competitiveness and great potential to reduce the
European continent’s dependence on battery ready graphite supplies from Asia.
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DIRECTORS’ REPORT
For the Year Ended 30 June 2023
In June 2023, ZG Group was identified as a strategic asset by European agencies, EIT and ERMA, shortlisting it
as one of only a few graphite projects included in approximately 50 investment cases to meet European demand
for critical and strategic materials. This recognition is expected to open new business development
opportunities for Volt in Europe. Whilst mining for graphite at Zavallya over many years, it has been noted that
various minerals are also naturally occurring within the ore body, including Garnet. Traditionally ZG Group has
treated garnet as a waste material and disposed of it to the tailings storage facility (TSF) or stockpiled the mined
material.
Garnet is an industrial mineral used in applications such as water filtration, abrasive blasting, water jet cutting,
abrasive powders and other applications. Volt considers that given the ZG mine’s proximity to European
markets there is an opportunity to develop a viable industrial garnet business. A business development plan is
now in preparation to determine if garnet can be extracted in an economically viable manner. In association
with this, discussion have begun with potential customers. We will provide updates on this opportunity once
the plan has been completed. Adding a secondary revenue stream to the ZG Group will aid in the Company’s
aim to make the business financially independent.
Bunyu Graphite Project - Tanzania
The Company remains focused on the two-stage development of its wholly owned Bunyu Graphite Project in
Tanzania. The Bunyu Graphite Project has one of the largest flake graphite resources globally and 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.
During the financial year, the Company successfully completed the signing of two offtake agreements,
effectively selling all the Bunyu Stage 1 graphite production for the first 5 years of Bunyu production with the
option to extend the offtake periods by a further 5 years.
The first agreement was signed with the listed battery anode material producer Graphex Group Limited a
subsidiary of Graphex Michigan 1 LLC, for the sale of 7,500-10,000 tonnes per annum of Bunyu Graphite “fine
natural flake” product for an initial five year term. The second agreement was signed with Qingdao Baixing
Graphite Co., Ltd., for the sale of 12,000 tonnes per annum increasing to 90,000 tonnes per annum of Bunyu
Graphite “coarse natural flake” product for a five-year term.
Volt completed the Bunyu Stage 1 Feasibility Study (FS) on 31 July 2018. This study was based on a mine and
processing facility producing on average 23.7ktpa of graphite products. The Stage 1 FS showed attractive project
economics with a capital development cost of US$31.8m1.
Subsequent to the end of the financial year, on 14 August 2023, the Company announced the results of the
Bunyu Stage 1 Feasibility Study Update. The updated capital development cost is US$33.1M with Stage 1 Ore
Reserves increased to 5.4M tonnes for a project life of 13.7 years, almost double that of the 2018 study. This
underwrites a project delivering total EBITDA over the project life of US$169.6M, an IRR (before tax) of 31.5%,
an NPV (before tax) of US$58.9M and a payback period (before tax) of 2.9 years. These metrics are significantly
improved when compared with the 2018 FS results, which is a strong achievement given current
macroeconomic conditions.
Whilst securing the necessary funding for the Bunyu Stage 1 project has been difficult to date, the company
remains focused on securing funding by the end of the financial year 2024. Over the past six months, the
Company has progressed with detailed discussions with multiple potential funding partners.
1 Refer to Volt’s ASX announcement titled “Positive Stage 1 Feasibility Study Bunyu Graphite Project” dated 31 July 2018.
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DIRECTORS’ REPORT
For the Year Ended 30 June 2023
Gold
Guinea Gold Projects
The Guinea Gold Projects comprise six 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 material strategy and has been reviewing
various options that would provide value for Volt shareholders without the need for further material
investment by the Company. The carrying value of the exploration and evaluation asset was impaired to nil
during the year because no substantive exploration work is budgeted or planned.
Lithium
Asena
On 18th 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 will
acquire 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:
• The proposed acquisition of lithium licence applications in Serbia – Jadar North, Petlovaca and Ljig
• The transaction forms part of a long term 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
• Volt will acquire Serbian company Asena Investments d.o.o. which holds the rights to the three licence
applications
• Subject to the licence applications being granted, Phase 1 drilling program expected to commence in late 2023
or early 2024 across all three licences
Currently the Company is waiting for the granting of the Exploration licenses. Once the licenses are granted to
Asena, the acquisition can be finalised, and Volt will then evaluate the best way forward in order to maximise
the value in the asset for the group.
Corporate Overview
On 15 November 2022, the Company successfully raised $10,000,000 (before costs) to assist with a feasibility
study for the development of a commercial scale LIB Active Anode Material production facilities in Europe and
the United States, working capital requirements of the Zavalievsky Graphite business, continue the production
of testwork samples for natural graphite anode and cathode conductive additive for lithium-Ion battery cells
and complete the update of the Bunyu Stage 1 feasibility study. The capital raising was completed through the
placement of 555,555,556 new fully paid ordinary shares at A$0.018 (1.8 cents) per share. In addition,
555,555,556 listed options (“Placement Options”) were issued to participants in the Placement (being one listed
option for every share subscribed for under the Placement) subject to the approval of Volt’s shareholders
pursuant to Listing Rule 7.1. The listed options issued to Placement participants have an exercise price of 2.4
cents and an expiry date of 30 June 2025. Shareholder approval was obtained on 30 January 2023.
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DIRECTORS’ REPORT
For the Year Ended 30 June 2023
In addition:
- Volt’s Chairman, Asimwe Kabunga, subscribed for 55,555,556 fully paid ordinary shares and 55,555,556 listed
options.
- Volt’s then Managing Director Trevor Matthews subscribed for 2,777,777 fully paid ordinary shares and
2,777,777 listed options; and
- Volt’s Non-Executive Director Giacomo Fazio subscribed for 1,666,667 fully paid ordinary shares and
1,666,667 listed options, on the same terms as the Placement to raise an additional $1.08 million. Shareholder
approval for the Director Placements was obtained on 30 January 2023.
General Meetings
On 30 November 2022 a general meeting was held, all resolutions presented to the shareholders were passed
by a poll.
Board and Management Changes
On 31 December 2022 Mr Trevor Matthews resigned as the Managing Director of Volt and commenced in the
role of Executive Director effective 1 January 2023. On 29 June 2023, Mr Matthews resigned as a director of
Volt. Mr Prashant Chintawar was appointed to the position of Chief Executive Officer from 1 January 2023 and
on 29 June 2023 was appointed Managing Director. On 29 June 2023 Mr Asimwe Kabunga was appointed
Executive Chairman.
DIRECTOR AND COMPANY SECRETARY INFORMATION
Mr Asimwe Kabunga | 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: 574,565,522 fully paid ordinary shares,
22,727,273 unlisted options, 64,430,556 listed options and 70,000,000 performance rights.
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.
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DIRECTORS’ REPORT
For the Year Ended 30 June 2023
Mr Prashant Chintawar | Managing Director
Appointed 29 June 2023
Qualifications: PhD in Chemical Engineering.
Other current directorships of Listed Public Companies: Nil
Former directorships of Listed Public Companies in last three years: Nil.
Interests in Shares and Options over Shares in the Company: 5,100,000 fully paid ordinary shares.
An experienced business leader with a track record of growing chemical or material businesses, creating &
scaling new business (lithium ion battery material business), raising capital, industrialisation, and structuring
deals. Key strengths, honed at large global organizations and a top tier consulting firm, include strategic
planning and tactical execution by rallying teams. Possesses unique combination of commercial and
technical skills along with PhD in Chemical Engineering & certificate in finance.
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: 3,915,892 fully paid ordinary shares, 1,666,667
listed options and 10,000,000 performance rights.
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.
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).
ASX:VRC
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DIRECTORS’ REPORT
For the Year Ended 30 June 2023
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 2023, 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. Prashant Chintawar
Mr. Giacomo Fazio
7
6
1
7
7
6
1
6
SHARE OPTIONS
At the date of this report the following options have been granted over unissued capital.
Grant Date
Details
Expiry Date
23 October 2020
26 July 2021
9 September 2021
9 September 2021
14 November 2022
Unlisted options
Unlisted options
Unlisted options
Unlisted options
listed options
23 October 2023
26 July 2024
9 September 2024
9 September 2024
30 June 2025
Exercise
Price
$0.022
$0.05
$0.0385
$0.05
$0.024
Number of
Options
69,450,002
30,000,000
4,259,740
5,000,000
648,055,557
182,709,742
PERFORMANCE RIGHTS
On 13 September 2022, 150,000,000 performance were issued in the following manner:
• 70,000,000 Performance Rights to Mr Trevor Matthews (or his nominee)
• 70,000,000 Performance Rights to Mr Asimwe Kabunga (or his nominee)
• 10,000,000 Performance Rights to Mr Giacomo Fazio (or his nominee)
On the terms and conditions set out below. Each Performance Right is a right to subscribe for one Share, subject
to the satisfaction of the applicable vesting condition.
The Performance Rights granted to each Director will have the following vesting conditions:
(Series 1 Performance Rights);
• 25% of the Performance Rights will be subject to the condition that
• the person remains as a Director as at the date that is 18 months after the Meeting; and
• at any time between the Meeting and the date that is 30 months after the Meeting, the VWAP of
Shares calculated over any 5 consecutive trading day period on which trades in Shares were recorded is $0.05
or more,
(Series 2 Performance Rights);
• 25% of the Performance Rights will be subject to the condition that:
• the person remains as a Director as at the date that is 24 months after the Meeting; and
• at any time between the Meeting and the date that is 30 months after the Meeting, the VWAP of
Shares calculated over any 5 consecutive trading day period on which trades in Shares were recorded
is $0.075 or more,
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DIRECTORS’ REPORT
For the Year Ended 30 June 2023
(Series 3 Performance Rights);
• 50% of the Performance Rights will be subject to the condition that:
• the person remains as a Director as at the date that is 30 months after the Meeting; and
• at any time between the Meeting and the date that is 30 months after the Meeting, the VWAP of
Shares calculated over any 5 consecutive trading day period on which trades in Shares were recorded
is $0.10 or more,
On the 29 June 2023, Mr Trevor Matthews resigned from the board of Volt Resources and his Performance
Rights lapsed.
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 2023 and is
included from page 26.
EVENTS SUBSEQUENT TO REPORTING DATE
On 14 August 2023, the Company announced the results of the Bunyu Stage 1 Feasibility Study Update. The
updated capital development cost is US$33.1M with Stage 1 Ore Reserves increased to 5.4M tonnes for a
project life of 13.7 years, almost double that of the 2018 study. This underwrites a project delivering total
EBITDA over the project life of US$169.6M, an IRR (before tax) of 31.5%, an NPV (before tax) of US$58.9M and
a payback period (before tax) of 2.9 years. These metrics are significantly improved when compared with the
2018 FS results, which is a strong achievement given current macroeconomic conditions.
LIKELY DEVELOPMENTS
The Consolidated Entity will continue to advance discussions with strategic investors and financial institutions
with the aim of receiving funding proposals for 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.
During August 2023, the ZG group recommenced mining and the processing of graphite ore under the second
production campaign with a third campaign scheduled for the last quarter 2023.
The Company will progress natural graphite anode testwork and commercial negotiations in the US with LIB
cell developers and manufacturers including EV OEMs. In addition to progressing the technical qualification
and commercial aspect of the BAM business in the US, the Company plans to seek non-dilutive funding
(Government Grant) for design and construction of a natural graphite anode plant signalling the
implementation of our industrialization plan.
The Company expects the three lithium license applications held by Asena will be granted by the Serbian
government during the 2023/24 financial year.
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.
ASX:VRC
Page 24 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
DIRECTORS’ REPORT
For the Year Ended 30 June 2023
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There have been no significant changes in the state of affairs of the group to the date of this report, other than
those disclosed in the subsequent events note.
DIVIDENDS
No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2023
(2022: 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 2023 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 2023 (2022: nil).
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration for the year ended 30 June 2023, which forms a part of the Directors’
Report has been received and is included within this annual report at page 21.
ASX:VRC
Page 25 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
DIRECTORS’ REPORT
For the Year Ended 30 June 2023
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 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 a General Meeting and was capped at $360,000 in November 2018. The Company’s policy is to
remunerate Non-Executive Directors at market rates (for comparable companies) for time, commitment, and
responsibilities. Fees for non-executive directors are not linked to the performance of the Company however,
to align Directors’ interests with shareholders’ interests, Directors are encouraged to hold shares in the
Company, and subject to approval by shareholders, are permitted to participate in the Employee Incentive Plan.
Retirement Benefits and Allowances
No retirement benefits or allowances are paid or payable to directors of the Company (other than statutory or
mandatory superannuation contributions, where applicable).
ASX:VRC
Page 26 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
DIRECTORS’ REPORT
For the Year Ended 30 June 2023
Performance on Shareholder Wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board have regarded the
following indices in respect of the current and previous four financial years:
EPS loss (cents)
Net profit / loss ($’000)
Exploration and Evaluation
expenditure ($’000)
Share price ($)
2023
(0.36)
(13,331)
1,215
0.010
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
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 Chintawar will receive a monthly fee of US$26,750. Mr Chintawar’s agreement
includes termination without cause by either party following a 12 month notice period 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 2023. 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
Performance rights 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 set specifically to increase goal congruence among Directors, executives and shareholders.
Performance rights 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 2023 financial year.
ASX:VRC
Page 27 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
DIRECTORS’ REPORT
For the Year Ended 30 June 2023
Remuneration of Directors and Key Management Personnel
Post
employment
Superannuation
2023
Short term
Director
fees
Consulting
fees
Performance
rights
Share based
payments
Total
Performance
related
$
$
$
$
$
%
Base salary
& annual
leave
$
812,122
72.91%
108,593
78.23%
224,260
391,703
-
-
1,536,678
44.04%
-
-
-
-
-
-
-
Directors
Asimwe
Kabunga
Giacomo
Fazio
Trevor
Matthews
Prashant
Chintawar
-
-
-
-
-
36,000
183,996
592,148
24,000
-
84,953
-
-
224,260
391,703
-
-
60,000
799,959
677,101
KMP
Justine
MacDonald1
1.
2022
-
60,000
Justine MacDonald’s contract was terminated with Volt on 12 June 2023.
238,241
1,038,200
-
677,101
-
-
238,241
1,774,940
Short term
Director
fees
Consulting
fees
Performance
rights
Share based
payments
Post
employment
Superannuation
Total
Performance
related
$
$
$
$
$
%
Base salary
& annual
leave
$
Directors
Asimwe
Kabunga
Giacomo
Fazio
Trevor
Matthews
KMP
Justine
MacDonald2
-
-
-
-
-
-
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
2.
Justine MacDonald was appointed Chief Operating Officer 23 August 2021.
-
-
-
-
-
-
-
-
ASX:VRC
Page 28 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
DIRECTORS’ REPORT
For the Year Ended 30 June 2023
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
On 19 October 2022, shareholders approved the issue of series 1, 2 and 3 performance rights to Chairman
Asimwe Kabunga, Executive Director Trevor Matthews and Non-Executive Director Giacomo Fazio.
The Performance Rights granted have the following vesting conditions:
o Mr Matthews (or his nominee): 17,500,000 Series 1 Performance Rights, 17,500,000 Series 2
Performance Rights and 35,000,000 Series 3 Performance Rights;
o Mr Kabunga (or his nominee): 17,500,000 Series 1 Performance Rights, 17,500,000 Series 2
Performance Rights and 35,000,000 Series 3 Performance Rights; and
o Mr Fazio (or his nominee): 2,500,000 Series 1 Performance Rights, 2,500,000 Series 2 Performance
Rights and 5,000,000 Series 3 Performance Rights
• Each Performance Right is a right to subscribe for one Share
• No amount will be payable by the holder for any Shares issued in respect of any Performance Rights that vest
and are converted.
• The expiry date of the Performance Rights is 31 December 2025
• The Performance Rights granted have the following vesting conditions:
o Series 1 Performance Rights will be subject to the condition that:
•
the person remains as a Director as at the date that is 18 months after grant date; and
• at any time between grant date and the date that is 30 months after grant date, the
VWAP of Shares calculated over any 5 consecutive trading day period on which trades
in Shares were recorded is $0.05 or more;
o Series 2 Performance Rights will be subject to the condition that:
•
the person remains as a Director as at the date that is 24 months after grant date; and
• at any time between grant date and the date that is 30 months after grant date, the
VWAP of Shares calculated over any 5 consecutive trading day period on which trades
in Shares were recorded is $0.075 or more; and
o Series 3 Performance Rights will be subject to the condition that:
•
the person remains as a Director as at the date that is 30 months after grant date; and
• at any time between grant date and the date that is 30 months after grant date, the
VWAP of Shares calculated over any 5 consecutive trading day period on which trades
in Shares were recorded is $0.10 or more
On 29 June 2023, Trevor Matthews resigned as a Director of the company and the series 1, 2 and 3 performance
rights granted to him during the year lapsed.
ASX:VRC
Page 29 of 79 | ACN 106 353 253
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www.voltresources.com | +61 (0) 8 9486 7788
DIRECTORS’ REPORT
For the Year Ended 30 June 2023
Shareholdings
Key Management
Personnel
2023
Asimwe Kabunga
Prashant Chintawar
Giacomo Fazio
Trevor Matthews
Justine MacDonald
Total
Performance rights
Balance at
Beginning of
Year
455,805,420
-
2,249,225
3,580,043
310,000
461,944,688
Issued as
Remuneration
Purchase of
Shares
Net Other
Change
Balance at End
of Year
-
-
-
-
-
-
118,760,102
3,650,000
2,777,777
1,666,667
-
126,854,546
-
-
-
-
(310,000)
(310,000)
574,565,522
3,650,000
5,025,002
5,246,716
-
588,489,234
Key Management
Personnel
2023
Asimwe Kabunga
Prashant Chintawar
Giacomo Fazio
Trevor Matthews
Justine MacDonald
Total
Balance at
Beginning of
Year
Granted as
Remuneration
Vested and
converted into
ordinary shares
-
-
-
-
-
-
70,000,000
-
10,000,000
70,000,000
-
150,000,000
-
-
-
-
-
-
Lapsed as
resigned or
hurdle not
achieved
-
-
-
(70,000,000)
-
(70,000,000)
Balance at End
of Year
70,000,000
-
10,000,000
-
-
80,000,000
No employee share options were granted as remuneration during the 2023 and 2022 financial years. Performance rights have been the
preferred method of remuneration in recent years. Mr T Matthew resigned from the board on 29 June 2023 and as per the conditions
associated with the above-mentioned performance rights his performance rights lapsed.
Key Management
Personnel
Performance
rights
Grant
Date
Grant
Value
$
%
vested
during
year
%
forfeited
during
year
%
remaining
unvested
Vesting expiry
date
Asimwe Kabunga
Giacomo Fazio
Trevor Matthews
Prashant Chintawar
Justine MacDonald
Series 1
Series 2
Series 3
Series 1
Series 2
Series 3
Series 1
Series 2
Series 3
-
-
19 Oct 2022
19 Oct 2022
19 Oct 2022
19 Oct 2022
19 Oct 2022
19 Oct 2022
19 Oct 2022
19 Oct 2022
19 Oct 2022
-
-
487,375
432,775
775,950
69,625
61,825
110,850
487,375
432,775
775,950
-
-
0%
0%
0%
0%
0%
0%
0%
0%
0%
-
-
0%
0%
0%
0%
0%
0%
100%
100%
100%
-
-
100%
100%
100%
100%
100%
100%
0%
0%
0%
-
-
19 Apr 2025
19 Apr 2025
19 Apr 2025
19 Apr 2025
19 Apr 2025
19 Apr 2025
N/A
N/A
N/A
-
-
ASX:VRC
Page 30 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
DIRECTORS’ REPORT
For the Year Ended 30 June 2023
Options
Key Management
Personnel
2023
Balance at
Beginning of
Year
Vested and
converted into
ordinary shares
Issued
Lapsed as
hurdle not
achieved /
cancelled
Balance at End
of Year
22,727,273
Asimwe Kabunga
-
Prashant Chintawar
-
Giacomo Fazio
-
Trevor Matthews
-
Justine MacDonald
Total
22,727,273
Options issued during the year relate to following circumstances:
64,430,556
-
1,666,667
2,777,777
-
68,875,000
-
-
-
-
-
-
-
-
-
-
-
-
88,824,496
-
1,666,667
2,777,777
-
93,268,940
14 July 2022 capital raise, where 107,250,000 share where issued @ 0.016 per share plus 62,500,000 options
with an exercise price of 2.4 cents and a expiry date of 30 June 2025.
• Asimwe Kabunga subscribed to 17,750,000 fully paid ordinary shares and 8,875,000 unlisted options.
15 November 2022 capital raise, where 555,555,556 shares were issued at $0.018 per share plus 555,555,556
options with an exercise price of $0.024 cents and an expiry date of 30 June 2025.
• Asimwe Kabunga, to subscribe for 55,555,556 fully paid ordinary shares and 55,555,556 unlisted
options.
• Trevor Matthews to subscribe for 2,777,777 fully paid ordinary shares and 2,777,777 unlisted options.
• Giacomo Fazio subscribed for 1,666,667 fully paid ordinary shares and 1,666,667 unlisted options.
Other Transactions with Key Management Personnel of the Consolidated Entity
During the 2023 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
Executive Chairman
27 September 2023
ASX:VRC
Page 31 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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 2023, 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
27 September 2023
B G McVeigh
Partner
FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2023
2023
$
2022
$
2
70,963
532
3
3
2
22
22
9
2
4
Revenue
Interest income
Expenses
Corporate compliance fees
Corporate management costs
Marketing and investor relations costs
Occupancy expenses
Interest expense (Borrowings)
Gain on derecognition of financial liability
Foreign exchange gain (loss)
Share based payments
Share of losses in associate
Impairment of investments/loans
Impairment of exploration and evaluation assets
Other expenses
Loss before income tax
Income tax (expense)/benefit
Loss after income tax
Other comprehensive income, net of income tax
Items that may be reclassified subsequently to profit or
loss
Exchange differences on translation of foreign
operations
Other comprehensive income 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 the parent
Basic and diluted loss per share (cents per share)
The accompanying notes form part of these financial statements.
5
(927,451)
(1,568,579)
(1,636,344)
(91,894)
(1,746)
-
(649,109)
(795,741)
-
(3,080,023)
(4,341,640)
(310,410)
(13,331,973)
-
(13,331,973)
(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)
482,490
1,060,711
482,490
(12,849,483)
1,060,711
(15,336,629)
(13,339,319)
7,346
(13,331,973)
(16,414,107)
16,767
(16,397,340)
(12,849,483)
-
(12,849,483)
(15,336,629)
-
(15,336,629)
(0.36)
(0.60)
ASX:VRC
Page 33 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
Consolidated Statement of Financial Position
As at 30 June 2023
Note
2023
$
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
6
7
8
9
22
10
3
3
11
12
The accompanying notes form part of these financial statements.
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
2,966,041
126,933
109,709
3,202,683
5,774
25,085,654
-
25,091,428
28,294,112
6,656,819
-
-
6,656,819
6,656,819
21,637,293
6,330,800
22,328,772
97,884,770
2,837,817
(78,875,634)
21,846,953
(209,660)
21,637,293
86,403,507
1,671,240
(65,536,315)
22,538,432
(209,660)
22,328,772
ASX:VRC
Page 34 of 79 | ACN 106 353 253
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www.voltresources.com | +61 (0) 8 9486 7788
FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
Consolidated Statement of Changes in Equity
For the year ended 30 June 2023
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
At 1 July 2022
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
At 30 June 2023
Share capital
$
75,505,006
-
-
10,356,975
363,500
(503,953)
129,279
-
-
552,700
86,403,507
86,403,507
-
-
12,500,000
(363,500)
(774,237)
119,000
97,884,770
Reserves
$
5,162
-
1,077,478
1,077,478
-
-
-
(40,093)
489,000
139,693
-
1,671,240
1,671,240
-
489,836
489,836
-
-
-
676,741
2,837,817
Accumulated
losses
$
Parent entity
interest
$
Non-controlling
interests
$
Total equity
$
(49,122,208)
(16,414,107)
-
(16,414,107)
-
-
-
-
-
-
-
(65,536,315)
(65,536,315)
(13,339,319)
-
(13,339,319)
-
-
-
-
(78,875,634)
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
22,538,432
(13,339,319)
489,836
(12,849,483)
12,500,000
(363,500)
(774,237)
795,741
21,846,953
(209,660)
16,767
(16,767)
-
-
-
-
-
-
-
-
(209,660)
(209,660)
7,346
(7,346)
-
-
-
-
-
(209,660)
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
22,328,772
(13,331,973)
482,490
(12,849,483)
12,500,000
(363,500)
(774,237)
795,741
21,637,293
The accompanying notes form part of these financial statements.
ASX:VRC
Page 35 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
Note
2023
$
2022
$
Cashflows from Operating Activities
Payments to suppliers and employees
Interest (paid)/received
Finance costs
Net cash used in operating activities
Cashflows from Investing Activities
Payments for exploration expenditure
Payments for 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
Net Increase in cash held
Cash and cash equivalents at beginning of period
Cash and cash equivalents as at year end
3
6
22
3
3
6
The accompanying notes form part of these financial statements.
(4,449,392)
36,680
(1,746)
(4,414.458)
(1,214,654)
24
(3,080,023)
(4,294,653)
12,136,500
45,607
(47,353)
(774,237)
11,316,656
2,607,546
358,496
2,966,041
(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
ASX:VRC
Page 36 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
Statement of significant accounting policies
Basis of preparation
Notes to the Consolidated Financial Statements
1.
(a)
These financial statements are general purpose financial statements, which have been prepared in accordance
with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and comply
with other requirements of the law. The accounting policies detailed below have been consistently applied to
all of the years presented unless otherwise stated. The financial statements are for the Consolidated Entity
consisting of Volt Resources Limited and its subsidiaries.
The financial statements have also been prepared on a historical cost basis. Cost is based on the fair values of
the consideration given in exchange for assets. The Company is a for-profit listed public company, incorporated
in Australia.
The principal activities of the Consolidated Entity during the financial year included restarting the production
of Zavalievsky Graphite Ltd (“Zavalievsky Graphite Business” or “Zavalievsky”) in Ukraine, developing its
downstream battery anode material business in the US and Europe and continuing funding activities to advance
to the development stage of its Bunyu Graphite Project in Tanzania.
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 2023 the Consolidated Entity had cash of $2,966,041, a working capital deficiency of $3,454,136 and
net assets of $21,637,293 primarily represented by deferred exploration expenditure of $25,085,654 on its
Graphite prospecting tenements in Tanzania. During the year, net cash outflows from operating activities
totalled $4,414,458 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 continues to work with Avellum, its legal advisor based in Ukraine, and other advisors in
relation to offset claims for the deferred payment. The Company is currently finalising its claims which we
believe will put Volt in a strong position. Volt expects to be able to either significantly reduce the deferred
payment, or completely offset the deferred payment liability.
Volt has until the end of July 2024 to submit claims and it is worth noting that no proceedings have been
launched yet by either party. We look forward to providing further information in relation to the claims as
progress warrants.
Notwithstanding the above, 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.
ASX:VRC
Page 37 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
Whilst the Directors are confident that the above initiatives will generate sufficient funds to enable the
Consolidated Entity to continue as a going concern for at least the period of 12 months from the date of signing
this financial report, should these initiatives be unsuccessful, there exists a material uncertainty that may cast
significant doubt on the ability of the Consolidated Entity to continue as a going concern and, therefore,
whether it will be able to realise its assets and extinguish its liabilities in the normal course of business and at
the amounts stated in the financial report.
Adoption of new and revised standards
(c)
In the year ended 30 June 2023, 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 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 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 2023. 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 27 September 2023. 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.
ASX:VRC
Page 38 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
Impairment of assets
(g)
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.
Critical accounting judgements and key sources of estimation uncertainty
(h)
The application of accounting policies requires the use of judgements, estimates and assumptions about
carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that
period, or in the period of the revision and future periods if the revision affects both current and future periods.
Share-based payment transactions:
The Consolidated Entity measures the cost of equity-settled transactions by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined using either the Black
and Scholes or Trinomial Options formula taking into account the terms and conditions upon which the
instruments were granted.
Joint Arrangements
Note 22 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
ASX:VRC
Page 39 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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.
Volt’s Management has made the decisions to not to support any substantive expenditure on further
exploration for and evaluation of mineral resources with respect to Guinea Gold and is neither budgeted nor
planned and as a result the carrying value date has been impaired.
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 notes 22 and 9 regarding impairment recognised on the Group’s investment in the ZG Group and the
exploration and evaluation carrying value of Guinea Gold.
ASX:VRC
Page 40 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
2.
Revenue and expenses
Other income
Interest Income
Expenses include:
Share based payments
Other expenses
Depreciation
Travel and accommodation
Other
Total other expenses
Note
2023
$
70,963
70,963
2022
$
532
532
13
795,741
89,186
36,187
131,738
142,485
310,410
784
179,347
129,279
309,410
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 considers the effective yield on the financial
asset
3.
Borrowings
Movement in borrowings:
2023
Opening balance
Proceeds from borrowings
Repayment of borrowings
Interest paid
Above borrowings was the result of an insurance premium fund.
Short term loan
$
-
45,607
(47,353)
1,746
-
Total
$
-
45,607
(47,353)
1,746
-
ASX:VRC
Page 41 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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)
-
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 2021 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.
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 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.
ASX:VRC
Page 42 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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
2023
$
2022
$
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
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
(13,331,973)
(13,331,973)
(3,999,592)
238,722
545,333
2,226,499
-
(33,902)
1,022,940
-
10,706,022
344,996
11,051,018
1,766,510
32,913
1,799,423
(16,397,340)
(16,397,340)
(4,919,202)
14,997
619,908
3,429,535
-
(22,146)
876,908
-
9,550,233
239,872
9,790,105
1,323,547
76,382
1,399,929
The tax rates used in the above reconciliation are the corporate tax rates of Australia 30% and Tanzania 30%
(2022: 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. The
Consolidated Entity has tax losses arising in Australia of $27,624,766 (2022: $23,077,427) that are available
indefinitely for offset against future taxable profits of the companies in which the losses arose.
ASX:VRC
Page 43 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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 2023 totalled A$6,727,673 (2022: $5,769,249).
Deferred tax assets have not been recognised in respect of these items because it is not sufficiently probable
that future taxable profit will be available against which the Consolidated Entity can utilise the benefits thereof.
Accounting policy: income tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the reporting date. Deferred income tax is provided on all
temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable
temporary differences except:
• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and that, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; or
• when the taxable temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled
and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused
tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses
can be utilised, except:
• when the deferred income tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
• when the deductible temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is
probable that the temporary difference will reverse in the foreseeable future and taxable profit will be
available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date
and are recognised to the extent that it has become probable that future taxable profit will allow the deferred
tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are
expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the reporting date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable
entity and the same taxation authority.
Tax consolidation legislation
Volt Resources Limited and its 100% owned Australian resident subsidiaries have implemented the tax
consolidation legislation. Current and deferred tax amounts are accounted for in each individual entity as if
each entity continued to act as a taxpayer on its own.
ASX:VRC
Page 44 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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
Loss attributable to owners of Volt Resources Limited used in
calculating basic and dilutive EPS
Weighted average number of ordinary shares used in calculating
basic and diluted earnings / (loss) per share (*):
Basic / diluted loss per share
2023
$
2022
$
(13,339,319)
(16,414,107)
2023
Number
2022
Number
3,690,542,120
2,742,020,130
Cents per share
(0.36)
Cents per share
(0.60)
*As the Consolidated Entity is loss making in both 2023 and 2022, no potential ordinary shares are considered to be dilutive as they
would act to decrease the loss per share.
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.
ASX:VRC
Page 45 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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 of investments/loans
Impairment of exploration and evaluation assets
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
2023
$
2022
$
(13,331,973)
(16,397,340)
36,187
795,741
3,080,023
4,341,640
-
409,720
-
-
-
(36,532)
(35,282)
110,536
215,483
(4,414,458)
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)
2,966,041
2,966,041
358,496
358,496
ASX:VRC
Page 46 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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.
7.
Trade and other receivables
Current
GST receivable
Other receivable
2023
$
79,759
47,174
126,933
2022
$
37,653
52,748
90,401
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
2023
$
165,511
(159,737)
5,774
40,988
-
(36,187)
-
973
5,774
2022
$
160,373
(119,385)
40,988
38,487
-
(784)
-
3,285
40,988
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.
ASX:VRC
Page 47 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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 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
Impairment of Guinea Gold Project(1)
Foreign currency translation
Total exploration and evaluation
2023
$
28,140,314
1,214,654
-
(4,341,640)
72,326
25,085,654
2022
$
26,245,694
528,125
-
-
1,366,495
28,140,314
(1) Guinea Gold was impaired during the year as substantive expenditure on further exploration for and evaluation of mineral resources in the
specific area is neither budgeted nor planned. This is indicative of impairment under AASB6 and Directors have fully impaired the balance.
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.
ASX:VRC
Page 48 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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).
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.
10.
Trade and other payables
2023
2022
Trade payables and accruals
Zavalievsky Graphite deferred consideration (1)
Trade payables and other payables
$
814,760
5,516,040
6,330,800
(1) Under the terms of the SPAs entered into by Volt and the Sellers, Volt paid the Sellers the first instalment of the purchase price of
US$3.8 million in July 2021. Shares representing a 70% interest in each of the ZG group companies were transferred to Volt at this
time.
$
925,296
5,731,523
6,656,819
A second and final deferred payment of US$3.8 million was to be paid in July 2022 which is effectively an unsecured loan provided to
Volt by the Sellers. Volt continues to work with Avellum, its legal advisor based in Ukraine, and other advisors in relation to offset
claims for the deferred payment. The Company is currently finalising its claims which we believe will put Volt in a strong position. Volt
expects to be able to either significantly reduce the deferred payment, or completely offset the deferred payment liability.
Volt has until the end of July 2024 to submit claims and it is worth noting that no proceedings have been launched yet by either party.
We look forward to providing further information in relation to the claims as progress warrants.
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.
ASX:VRC
Page 49 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
11.
Share capital
a) Share capital
2023
$
2022
$
Ordinary shares fully paid
97,884,770
86,403,507
b) Movement in shares on issue
Note
2023
number
2023
$
2022
number
2022
$
Balance at the beginning of the year
3,206,613,777
86,403,507
2,439,701,585
75,505,006
Share placements
Shares issued in lieu of services
Performance Rights issued
Options exercised
Shares issued on debt conversion
Unissued Share Capital
Share issue costs
726,010,102
12,500,000
395,452,382
7,340,855
13
6,800,000
119,000
-
-
-
-
-
-
-
-
(363,500)
(774,237)
6,283,751
5,000,000
54,850,000
305,326,059
-
-
79,280
50,000
552,700
3,016,119
363,500
(503,953)
Balance at the end of the year
3,939,423,879
97,884,770
3,206,613,777
86,403,507
c) Share options
2023
Grant Date
Details
Expiry Date
Exercise
Price
Balance 30
June 2022
Movement
during the
year
23 October 2020
Unlisted options
23 October 2023
$0.022
26 July 2021
Unlisted options
26 July 2024
9 September 2021
Unlisted options
9 September 2024
$0.05
$0.05
9 September 2021
14 November 2022
Unlisted options
Listed options 2
9 September 2024
$0.0385
69,450,002
30,000,000
5,000,000
4,259,740
Balance 30
June 2023
69,450,002
30,000,000
5,000,000
4,259,740
-
-
-
-
30 June 2025
$0.024
-
648,055,557
648,055,557
108,709,742
648,055,557
756,765,299
2) Listed free-attaching options were issued as result of the 14 November capital raise, where one listed option was issued for every
share subscribed for under the placement, having an exercise price of 2.4 cents and an expiry date of 30 June 2025.
2022
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
4,259,740
5,000,000
4,259,740
124,800,002
(16,090,260)
108,709,742
ASX:VRC
Page 50 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
d) Weighted Average Exercise Price of Options
Grant Date
Details
Expiry Date
Exercise
Price
Balance 30 June
2023
Weighted Exercise Price
23 October 2020
Unlisted options
23 October 2023
$0.022
26 July 2021
Unlisted options
26 July 2024
9 September 2021
Unlisted options
9 September 2024
$0.05
$0.05
9 September 2021
14 November 2022
Unlisted options
Listed options 3
9 September 2024
$0.0385
30 June 2025
$0.024
69,450,002
30,000,000
5,000,000
4,259,740
648,055,557
756,765,299
$0.0020
$0.0020
$0.0003
$0.0002
$0.0086
$0.0251
e) Performance rights
2023
Grant Date
Expiry Date
31 December
2025
31 December
2025
31 December
2025
Tranche
Balance at 1
July 2022
Granted
during the
year
Vested
during the
year
Series 1
Series 2
Series 3
-
-
-
37,500,000
37,500,000
75,000,000
150,000,000
-
-
-
Lapsed as
terminated
or hurdle not
achieved
Balance at 30
June 2023
(17,500,000)
20,000,000
(17,500,000)
20,000,000
(35,000,000)
40,000,000
(70,000,000)
80,000,000
2022
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
5,000,000
-
(5,000,000)
-
-
C
10,000,000
-
-
(10,000,000)
15,000,000
-
(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.
ASX:VRC
Page 51 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
All tranches contain market-based vesting conditions and have been valued using an up-and-in single barrier
option pricing model with a Parisian barrier adjustment. The model takes into consideration that the 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. Refer to note 13 for further
details of the share-based payment arrangement and a summary of key inputs to the valuation.
The fair value of the rights was valued using a trinomial lattice up-and-in option pricing model with a Parisian
barrier adjustment. The inputs to the model were as follow:
Assumption
Grant Date
Spot Price
Exercise Price
Vesting Date
Barrier Price
Expiry Date
Expected Future Volatility
Risk Free Rate
Dividend Yield
Series 1
19-Oct-2022
$0.031
Nil
19-Apr-2025
$0.050
31-Dec-2025
100%
3.5%
Nil
Series 2
19-Oct-2022
$0.031
Nil
19-Apr-2025
$0.075
31-Dec-2025
100%
3.5%
Nil
Series 3
19-Oct-2022
$0.031
Nil
19-Apr-2025
$0.100
31-Dec-2025
100%
3.5%
Nil
The company has determined the expected vesting period to be the life of the rights with vesting expense recognised on a straight-line
basis over the vesting period. $676,740 of vesting expense was recognised on the rights during the period.
Accounting policy: issued capital.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
12.
Reserves
Share based payments reserve
Convertible note reserve
Foreign currency translation reserve
2023
$
2022
$
(855,631)
(489,000)
(1,493,186)
(2,837,817)
(178,889)
(489,000)
(1,003,351)
(1,671,240)
Foreign currency translation reserve
This reserve is used to record exchange differences that arise from the translation of the financial statements of
controlled foreign subsidiaries.
Share-based payment reserve
This reserve is used to recognise the value of share-based payments issued to employees and directors as
part of their remuneration, plus share-based payments issued to third parties as compensation for their
services.
Convertible note reserve
This reserve is used to record the value of options issued as transactions costs for issuing convertible notes.
ASX:VRC
Page 52 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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) value
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
Note
11(e)
3
2023
$
2022
$
178,889
676,741
-
-
855,630
489,000
-
-
489,000
1,003,351
489,835
1,493,186
2,837,817
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
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).
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.
ASX:VRC
Page 53 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
13.
Share based payments
Broker Shares
Peak Asset Management Pty Ltd was engaged to provide investor relations services and was issued 6,800,000
shares for services received. A share based payment expense of $119,000 was recognised based on the grant
date ASX share price of $0.0175. Grant date was 11 July 2022, based on when the services were received, being
the date of completing the placement.
Performance Rights
Refer to note 11 and page 12 of the Director’s Report, for details of performance rights issued to Directors
during the year, vesting conditions, the valuation methodology used and key inputs to the valuation. On 29 June
2023, Trevor Matthews resigned as Executive Director of the company. The performance rights issued to him
during the year, as detailed on page 12 of the Director’s Report, lapsed on that date. A share based payment of
$676,740 was recognised in the accounts.
Accounting policy: share-based payment transactions
Equity settled transactions:
The Consolidated Entity provides benefits to employees (including senior executives) of the Consolidated Entity
in the form of share-based payments, whereby employees render services in exchange for shares or rights over
shares (equity-settled transactions). The cost of these equity-settled transactions with employees is measured
by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is
determined by an external valuer using a Black-Scholes model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions
linked to the price of the shares of Volt Resources Limited (market conditions) if applicable. The cost of equity-
settled transactions is recognised, together with a corresponding increase in equity, over the period in which
the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees
become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects:
a) the extent to which the vesting period has expired; and
b) the Consolidated Entity’s best estimate of the number of equity instruments that will ultimately vest.
No adjustment is made for the likelihood of market performance conditions being met as the effect of these
conditions is included in the determination of fair value at grant date. The consolidated statement of profit or
loss and other comprehensive income charge or credit for a period represents the movement in cumulative
expense recognised as at the beginning and end of that period. No expense is recognised for awards that do
not ultimately vest, except for awards where vesting is only conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had
not been modified. In addition, an expense is recognised for any modification that increases the total fair value
of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date
of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately. However, if a new award is substituted
for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled
and new award are treated as if they were a modification of the original award, as described in the previous
ASX:VRC
Page 54 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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
2023
$
2,966,041
126,933
3,092,974
6,656,819
-
6,656,819
2022
$
358,496
90,401
448,897
6,330,800
-
6,330,800
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.
ASX:VRC
Page 55 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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
2023
2022
2023
2022
US dollars
Tanzanian shillings
801
27,268
1,410
1,079
5,731,523
-
5,516,040
-
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
2023
$
2022
$
(573,072)
(551,463)
2,727
108
ASX:VRC
Page 56 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
e) Interest rate risk
As at and during the year ended on reporting date the Consolidated Entity had no significant interest-bearing
assets or liabilities, other than liquid funds on deposit and various loans. As such, the Consolidated Entity’s
income and operating cash flows (other than interest income from funds on deposit and interest expense on
the loans) are substantially independent of changes in market interest rates.
The Consolidated Entity’s exposure to interest rate risk for each class of financial assets and liabilities is set out
below:
Weighted
Rate %
Weighted
Rate %
2023
$
2022
$
Financial assets
Cash and cash equivalents
Trade receivables
Financial liabilities
Trade and other payables
Floating
Floating
0.09%
0
2,996,041
-
0.09%
0
358,496
-
0%
6,656,819
0%
6,330,800
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 $23,968 (2022:
$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 2023.
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
ASX:VRC
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
determined based on both the business model within which such assets are held and the contractual cash flow
characteristics of the financial asset unless, an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred
and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is
no reasonable expectation of recovering part or all of a financial asset, it’s carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are
classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i)
held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making
a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value
movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the
consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as
such upon initial recognition.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are
either measured at amortised cost or fair value through other comprehensive income. The measurement of the
loss allowance depends upon the consolidated entity’s assessment at the end of each reporting period as to
whether the financial instrument’s credit risk has increased significantly since initial recognition, based on
reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month
expected credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit
losses that is attributable to a default event that is possible within the next 12 months.
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
2023
$
2022
$
49,888
49,888
-
-
-
-
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
ASX:VRC
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
consolidated entity making a Final Investment Decision (FID) to develop the Bunyu Graphite project which is
contingent on an appropriate level of development funding being sourced.
On production and sale of graphite products from the Bunyu Graphite project, the previous owners are entitled
to a 3% net smelter royalty on the sale of dried concentrate. At the Company’s election, at any stage in the
future the Company may pay US$2.0 million to reduce the royalty rate to 1.5%. On production and sale of gold
products from the Guinea project, Kabunga Holdings are entitled to a 2% net smelter royalty on the sale of the
end gold product.
Changes to the legal framework governing the natural resources sector in Tanzania were passed by the
Tanzanian Parliament in early July 2017 and the Company advised the ASX of the impact of the new legislation
on 7 July 2017. One impact was the Tanzanian Government would have a 16% non-dilutable free carried interest
in Volt’s Tanzanian subsidiary which increases from a current interest of nil.
The 16% interest is to apply to mining operations under a mining licence or a special mining licence. The
Company is not aware of any further guidance or application of this change to date. The Consolidated entity
currently retains a 100% interest in Volt’s Tanzanian subsidiary which holds the Bunyu Graphite Project.
ASX:VRC
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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:
Volt
Resources
Tanzania
(Graphite)
Corporate
$
-
70,963
70,963
-
-
-
-
-
-
Volt Energy
Materials
Zavalievsky
Graphite
Guinea
Gold
$
$
2023
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
Impairment of exploration
and evaluation
Other expenses
Total segment expenditure
Loss before income tax
SEGMENT ASSETS
Segment operating assets
Total segment assets
SEGMENT LIABILITIES
Segment operating
liabilities
Total segment liabilities
(832,800)
(60,962)
(33,690)
(979,301)
(166,212)
(423,066)
(859,289)
(27,901)
(1,746)
-
(12,560)
-
(777,054)
(51,432)
-
-
-
(203,190)
(795,741)
-
-
-
(208,906)
(3,908,873)
(3,837,910)
(445,919)
-
-
-
-
(52,444)
(738,097)
-
-
-
-
-
-
-
(49,061)
(1,334,303)
(1,334,303)
3,148,895
3,148,895
25,085,854
25,085,854
-
-
6,679,936
6,679,936
-
-
(23,117)
(23,117)
Total
$
-
70,963
70,963
(927,452)
(1,568,579)
(1,636,343)
(91,893)
(1,746)
-
(649,109)
(795,741)
-
(3,080,023)
-
-
-
-
-
-
-
-
-
-
-
-
-
(4,341,640)
-
(4,341,640)
(4,341,640)
(4,341,640)
(310,410)
(13,402,936
(12,593,876)
-
-
-
-
28,294,112
28,294,112
6,656,819
6,656,819
-
-
-
-
-
-
-
-
-
-
-
-
(3,080,023)
-
-
(3,080,023)
(3,080,023)
-
-
-
-
ASX:VRC
Page 60 of 79 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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)
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
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.
ASX:VRC
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
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
2023
%
100
100
100
100
100
100
100
100
100
70
80
80
2022
%
100
100
100
100
100
100
100
100
100
70
80
80
(1) Subsidiaries with non-controlling interests are not material to the consolidated entity, therefore summarised financial
information for these subsidiaries have not been provided in this financial report.
18.
Auditors’ remuneration
Amounts received or due and receivable by the auditor for:
Amounts received or due and receivable by HLB Mann Judd for an
audit or review of the financial report
Amounts received or due and receivable by other auditors:
Amounts received or due and receivable by Innovex in Tanzania for
the audit of Volt Graphite Tanzania Ltd
19.
Key management personnel remuneration
Short term employee benefits
Share based payments
Post-employment benefits (superannuation)
Total remuneration
2023
$
66,000
7,938
73,938
2023
$
1,098,200
676,740
-
1,774,940
2022
$
50,462
9,470
59,932
2022
$
854,942
-
-
854,942
ASX:VRC
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
Parent entity information
20.
The following information relates to the parent entity, Volt Resources Limited, as at 30 June 2023. The
information presented here has been prepared using consistent accounting policies as presented in Note 1.
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets/(liabilities)
Issued capital
Reserves
Accumulated losses
Total equity
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
2023
$
3,147,925
25,169,305
28,317,230
6,679,937
-
6,679,937
21,637,293
97,884,770
1,344,631
(77,592,108)
21,637,293
(12,933,576)
-
(12,933,576)
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
(16,530,918)
-
(16,530,918)
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.
Events subsequent to year end
21.
On 14 August 2023, the Company announced the results of the Bunyu Stage 1 Feasibility Study Update. The
updated capital development cost is US$33.1M with Stage 1 Ore Reserves increased to 5.4M tonnes for a
project life of 13.7 years, almost double that of the 2018 study. This underwrites a project delivering total
EBITDA over the project life of US$169.6M, an IRR (before tax) of 31.5%, an NPV (before tax) of US$58.9M and
a payback period (before tax) of 2.9 years. These metrics are significantly improved when compared with the
2018 FS results, which is a strong achievement given current macroeconomic conditions.
ASX:VRC
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
22.
Investments in Associate and Joint Arrangements
Opening Balance
Acquisition cost (Zavalievsky Graphite)
Movement Intercompany loan
Volt Resource’s share of ZG Group loss – 70%
Impairment of Investment in Zavalievsky Graphite/loans
Carrying Value
Share of loss not brought to account as net investment carried is nil.
2023
$
-
-
3,080,023
-
(3,080,023)
-
2022
$
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.
2023
$
2022
$
Revenue
Other Income
Cost of Sales
Gross Profit
Foreign exchange gain/(loss)
Impairment of Non-current assets
Other expenses
Finance cost
Finance penalty costs
Loss before income tax
Income tax (expense)/benefit
Loss after income tax
Current Assets
Non-current Assets
Current Liabilities
Non-current Liabilities
Net Assets
2,093,071
154,676
(2,742,305)
(494,558)
(1,413,871)
(5,671,968)
(776,821)
(254,120)
(1,221,164)
(9,832,502)
368,802
(9,463,700)
2,112,721
-
(8,481,683)
(3,140,891)
(9,509,853)
2,487,809
238,058
(4,420,597)
(1,694,730)
(479,529)
-
(1,000,499)
(291,799)
(111,082)
(3,577,639)
242,130
(3,335,509)
1,058,548
7,513,195
(5,040,996)
(3,589,241)
(58,494)
ASX:VRC
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2023
The non-current assets of the joint venture have been written-off due to the impairment indicators present, in
particular the uncertainty caused by the ongoing war in the Ukraine.
ASX:VRC
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DIRECTORS’ DECLARATION
For the Year Ended 30 June 2023
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
2023 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 2023.
This declaration is signed in accordance with a resolution of the Board of Directors.
Asimwe Kabunga
Executive Chairman
27 September 2023
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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 2023, 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 2023 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 (including Independence
Standards) (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1(b) in the financial report, which indicates that a material uncertainty exists that
may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
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 it
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 the most significant asset
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
the carrying amount of the exploration and evaluation
assets may exceed their recoverable amounts.
Our procedures include but were not limited to:
• Obtaining an understanding of the key
processes associated with management’s
review of the carrying values of each area of
interest;
• Considering management’s assessment of
potential impairment indicators in addition to
making our own assessment;
• Obtaining evidence that the Group has
current rights to tenure over its areas of
interest;
• Considering the nature and extent of planned
ongoing activities;
• Substantiating a sample of expenditure by
agreeing to supporting documentation; and
• Examining the disclosures made 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 2023, 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.
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, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended 30 June
2023.
In our opinion, the Remuneration Report of Volt Resources Limited for the year ended 30 June 2023
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
27 September 2023
B G McVeigh
Partner
ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2023
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report
is as follows. The information is current at 18 September 2023.
Number of Shareholders and Option Holders
Shares
As at 18 September 2023, there were 5,639 shareholders holding a total of 3,939,423,879 fully paid ordinary
shares.
Options
As at 18 September 2023, there were 648,055,557 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
Number of Holders
Number of Shares
Number of Holders
Number of Options
100,001 and Over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
2,604
2,438
132
182
283
5,652
3,819,253,644
22
163,209,742
118,535,732
1,051,394
496,493
86,616
-
-
-
-
-
-
-
-
3,939,423,879
22
163,209,742
There were 2,337 holders totalling 59,388,727 ordinary shares holding less than a marketable parcel.
ASX:VRC
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ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2023
Top Twenty Share Holders
Shareholder name
KABUNGA HOLDINGS PTY LTD
MR PETER RAYMOND NOTMAN & MR ELAINE NOTMAN
MR DOMINIC VIRGARA
10 BOLIVIANOS PTY LTD
BOSSWHAT PTY LTD
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
CITICORP NOMINEES PTY LIMITED
SAFINIA PTY LTD
CHATA HOLDINGS PTY LTD
BNP PARIBAS NOMS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
VEN CAPITAL PTY LTD
MR SCOTT WILLIAMS
MR KEVIN BRADY
MR FLORENCIO IGLESIAS
MR RICHARD HIM SIM VOM
MR WAYNE ANDREW HUTCHINS
WIRAJA ENTERPRISES PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
VIRPEZ DEVELOPMENTS PTY LTD
ELEANOR COLE
TOTAL
Ordinary shares
held
number
574,565,522
193,071,567
110,852,778
100,145,887
75,000,000
71,338,038
68,509,589
55,666,677
32,464,286
27,886,154
27,043,687
24,867,428
22,575,421
22,499,980
21,400,000
20,209,172
20,000,000
20,000,000
17,270,406
16,910,000
16,365,800
1,538,642,392
%
14.59
4.90
2.81
2.54
1.90
1.81
1.74
1.41
0.82
0.71
0.69
0.63
0.57
0.57
0.54
0.51
0.51
0.51
0.44
0.43
0.42
39.06%
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
574,565,522
574,565,522
%
14.59
14.59
Voting Rights
All ordinary shares carry one vote per share without restriction.
ASX:VRC
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ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2023
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
- Newala,
Tanzania
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
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
100%
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,
ASX:VRC
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ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2023
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
5.3
5.3
5.2
4.3
5.0
5.0
3.6
4.9
4.9
Note:
The Mineral Resource is inclusive of the Ore Reserves.
Inconsistencies in totals are due to rounding.
Refer to announcement “Pre-Feasibility Study Completed” dated 15 December 2016.
This Mineral Resource statement has been compiled in accordance with the guidelines of the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves (The JORC Code – 2012 Edition).
Mineral Resources were based on cut-off grades of 2.5% TGC for Namangale North and 4% TGC for Namangale South.
As per clause 49 of the JORC 2012 Code, to detail the specifications of the minerals reported above:
Namangale 1 (now
Bunyu 1)
%
1
13
29
12
27
18
Namangale 2 (now
Bunyu 2)
%
9
29
29
8
16
9
Size
Label
µm
500 Super Jumbo
Jumbo
300
Large
180
150 Medium
75 Small
-75 Fine
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.
ASX:VRC
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ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2023
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
12.56
16.88
0.8
-
-
0.8
4.2
0.3
0.2
4.7
5.5
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 2023. An
updated subset of the Mineral Resources and Ore Reserves relating to the Stage 1 higher grade portion of the
Bunyu 1 deposit was announced on 31 July 2018 and is further detailed below.
Governance Arrangements and Internal Controls with respect to Mineral Resource and Ore Reserve Estimates
The Company ensures that all Mineral Resource and Ore Reserve calculations are subject to appropriate levels
of governance and internal controls.
Exploration Results are collected and managed by competent qualified geologists and metallurgists. All data
collection activities are conducted to industry standards based on a framework of quality assurance and quality
control protocols covering all aspects of sample collection, topographical and geophysical surveys, drilling,
sample preparation, physical and chemical analysis and data and sample management.
Mineral Resource and Ore Reserve estimates are prepared by qualified independent Competent Persons. If
there is a material change in the estimate of a Mineral Resource, the modifying factors for the preparation of
Ore Reserves, or reporting an inaugural Mineral Resource or Ore Reserve, the estimate and supporting
documentation in question are reviewed by a suitably qualified independent Competent Person.
The Company reports its Mineral Resources and Ore Reserves on an annual basis in accordance with the JORC
Code 2012 Edition.
The Ore Reserves and Mineral Resources Statement is based on and fairly represents information and
supporting documentation prepared by competent and qualified independent external professionals.
The Mineral Resources Statement has been approved by a Competent Person, Mr Mark Biggs of ROM Resources
Ltd, a member of the Australasian Institute.
ASX:VRC
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ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2023
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.
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.
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ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2023
The July 2018 resource model was developed for investigation of the Stage 1 pit designs. The global Mineral
Resource for Bunyu 1 reported with the 2016 Pre-feasibility Study results, on 15 December 2016 has not been
re-estimated. The July 2018 model is restricted to above 240 mRL and includes only the top two layers of
mineralisation within the southern area and the top four layers of mineralisation within the northern area.
Geological interpretation has identified additional mineralised layers that are not included in the July 2018
resource model: seven within the northern area, eight within the south area and two within the eastern area.
The Mineral Resources have been reported for the July 2018 model at a 2.93% TGC cut-off grade and are
included in the Table below. This cut-off grade was determined from technical and economic assessment of the
mineralisation within the Stage 1 Feasibility Study (FS) pits by Orelogy. This resource tabulation is not a resource
statement for the entire Bunyu 1 project and is presented for validation of the July 2018 resource model which
has been used as the basis of the July 2018 Stage 1 FS pit designs.
Bunyu 1 (Stage 1): Mineral Resources (restricted above the base of model surface and above 240-mRL)
reported above a cut-off grade of 2.93% TGC
Classification
Measured
Indicated
Inferred
Total
Mt
8.0
31.9
36.9
76.8
TGC (%)
5.8
5.6
5.1
5.4
Note: this update does not cover the global Mineral Resources at Bunyu 1
The July 2018 mineral resource model was used to determine the Bunyu 1 Stage 1 FS Ore Reserve and associated
mine production schedule. The selected mining scenario, based on the outcomes of an open pit optimisation,
was for three pits to be developed over 7 years with a total of 2.8Mt of mill feed being mined.
The scope of the Stage 1 FS was to develop a project plan for a relatively small component of the Bunyu 1
deposit. The Bunyu Stage 1 FS Ore Reserve is considered a subset of the 2016 Namangale 1 Ore Reserve released
by Volt Resources 15 December 2016 as part of the 2016 Namangale Pre-Feasibility Study. It therefore does not
replace or update this reserve and is for the purposes of underpinning the Stage 1 FS. The overall Ore Reserve
for Bunyu (previously Namangale) will be updated as part of the Bunyu Stage 2 DFS which will be based on the
whole of the Bunyu 1 deposit.
The specifications of the minerals reported above:
µm
500
300
180
150
Size
Label
Super Jumbo
Jumbo
Large
Medium
Bunyu 1 (Stage 1)
%
1
11
27
15
-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.
Small to Fine
46
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ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2023
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
893
472
343
815
399
399
709
709
1,305
1,511
2,816
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
4.06
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.
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.
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