ASX:VRC
ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ANNUAL REPORT
For the year ended 30 June 2024
ACN: 106 353 253
ANNUAL REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 1 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
Contents
Corporate Directory
2
Directors’ Report
3
Auditor’s Independence Declaration
27
Consolidated Statement of Profit or Loss and Other Comprehensive Income
28
Consolidated Statement of Financial Position
29
Consolidated Statement of Changes in Equity
30
Consolidated Statement of Cash Flows
31
Notes to the Consolidated Financial Statements
32
Consolidated Entity Disclosure Statement
60
Directors’ Declaration
61
Independent Auditor’s Report
62
ANNUAL REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 2 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
Corporate Directory
Directors
Mr. Asimwe Kabunga (Executive Chairman)
Mr. Prashant Chintawar (Managing Director)
Mr. Dominic Virgara (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
1200 Florence-Columbus Road
Bordentown, New Jersey 08505
USA
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
Level 4
130 Stirling Street
Perth WA 6000
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 3 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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 2024.
DIRECTORS
The names of Directors who held office during or since the end of the year:
Asimwe Kabunga
Executive Chairman
Prashant Chintawar
Managing Director from 29 June 2023
Giacomo Fazio
Non-Executive Director (resigned 22 August 2024)
Dominic Virgara Non-Executive Director (appointed 22 August 2024)
PRINCIPAL ACTIVITIES
The principal activities of the Company during the financial year included:
● Progress in building non-dilutive funding pipeline with high degree of confidence in winning one or
more additional non-dilutive grant(s) over the next year, customer and product development of value
added products (start of bench scale production of ultra-high purity graphite via patent pending
process)
● Bunyu Stage 1 Feasibility Study update with much improved financials, continued activities to obtain
funding for the Bunyu Project Stage 1 development, and successful mining campaign which produced
over 110 tonnes graphite ore for customer sampling.
● Successful graphite production campaigns at Zavalievsky Graphite, Ukraine
RESULTS
The loss after tax for the year ended 30 June 2024 was $4,112,398 (2023: $13,331,973).
REVIEW OF OPERATIONS
Overview
Key operational highlights during the 2024 financial year included:
Bunyu Graphite Project, Tanzania
In recent years, both capex and opex figures have increased significantly across the mining industry, driven by
inflation in key inputs including long lead items, labour, materials and energy. Therefore, during this fiscal year,
a revised Feasibility Study was undertaken, completed, and published in August 2023.
Perth-based GR Engineering Services Limited (“GRES”) worked with the Company management to review and
coordinate the collation of updated capital and operating cost estimates for Stage 1 of the project. In addition
to GRES, Amity Mining Pty Ltd, an independent consultancy specialising in project and study management for
mineral processing plants, reviewed details of the cost estimates and indicated areas where the financial
performance of the project may be improved. As shown below, the Feasibility Study Update for Bunyu Graphite
Project Stage 1, Tanzania, delivered significantly improved economics.
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 4 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
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Bunyu Stage 1 FS - Financial Performance Summary
Stage 1 Project
Unit
Financial Performance
2023
2018
Project Period - from first ore
years
13.7
7.1
Total Net Revenue
US$ M, real
433.2
268.6
Total EBITDA
US$ M, real
169.6
93.6
IRR - before tax
%, real
31.5
21.0
IRR – after tax*
%, real
23.6
19.3
NPV @ 7.5% - before tax
US$ M, real
58.9
18.61
NPV @ 7.5% - after tax*
US$ M, real
36.4
14.71
Capital Cost (year 0)
US$ M, real
33.1
31.8
Payback period, before tax – from first ore
years
2.9
Payback Period - after tax - from first ore
years
3.9
4.4
* Tanzanian corporate income tax rate of 30% has been applied to the project plus minimum tax (MTA) of 0.5% of sales
revenue in loss years. Payments of corporate tax on profits are estimated to commence from year 1 of production, after
utilising the benefits of carried forward income tax losses.
1 A discount rate of 10% was used to determine NPV for the 2018 study.
•
Stage 1 is based on a mining and processing plant throughput rate of 400,000 tonnes per annum (tpa) of
ore to produce on average 24,780 tpa of graphite products, positioning the Company as a dominant
participant in the global flake graphite market
•
Stage 1 development optimized infrastructure, utilities, and mine development works to minimize the initial
capital expenditure required, resulting in start-up capital cost estimate of US$33.1M
•
The mine life for Stage 1 increased from 7.1 to 13.7 years, with an average FOB operating cost of US$670
per tonne. Total EBITDA of US$169.6M over the 13.7-year Stage 1 project period, with an average annual
EBITDA of US$12.4M
During this year, to provide a large quantity of graphite concentrate sample needed for customer qualification,
selective mining campaign was undertaken at Bunyu. Volt identified the location for mining, secured necessary
approvals from the Government officials and the community, rented the mining equipment, and mined 113
tonnes of graphite ore. The ore was transported from Bunyu site to Dar Es Salaam, tested by Government
officials, and we obtained export permit in November 2023. A competent graphite ore processing pilot plant
was identified, and Volt personnel oversaw the ore processing to ensure that we obtained the desired quantity
and quality of the graphite concentrate.
Discussions were held with law firms for negotiation of Free Carry Interest (FCI) agreements with the Tanzanian
government and with competent companies for valuation of Bunyu property for compensation purposes. The
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 5 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
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Company plans to meet with the Ministry of Minerals, United Republic of Tanzania to progress and negotiate
Framework and Shareholders Agreement in relation to Bunyu for finalization. Although Bunyu project financing
has been delayed, the Company is working towards securing a cornerstone or strategic investor and discussions
are underway.
Zavalievsky Graphite
During last fiscal year, Zavalievsky Graphite completed first production campaign and produced 1,015 tonnes
of flake graphite. During this fiscal year, a second campaign started in August 2023 and produced about 600
tonnes before the onset of annual winter shutdown. Total flake graphite production in 2023 at Zavalievsky
Graphite was about 1,666 tonnes compared to 846 tonnes in 2022. During this fiscal year, Zavalievsky Graphite
also produced and sold high purity (99.5%) micronized graphite.
The Company also explored monetising garnet present at the site and sampled a large customer. Garnet is an
industrial mineral used in applications such as water filtration, abrasive blasting, water jet cutting, and abrasive
powders. Customers need higher than 95% purity garnet while our current garnet production capability at ZG
is limited to less than 90% purity. This issue needs to be addressed before additional sampling.
Non-Dilutive Funding
Due to potential to create higher value for Volt and to leverage current market conditions which have seen
legislative and Government support to establish an electric vehicle (“EV”) and battery ecosystem in North
America and Europe, we built a robust (non-dilutive) funding pipeline. The Company worked collaboratively
with battery producers, raw material and equipment suppliers, technology partner, community organisations,
academic institutes, economic development authority, and other partners to submit high quality, complex, and
multi-party bids for these competitive awards.
In total, the Company submitted four proposals. As of 30 June 2024, we had no update from the Department
of Energy on two proposals submitted in March 2024. The Board is confident of winning one or more non-
dilutive grant(s) over the next year.
Downstream Operation
During this fiscal year, several studies were undertaken to document the performance of our natural graphite
anode. We published the cycle life data on our natural graphite anode. In addition, the Company filed a U.S.
Provisional Patent Application for a low cost, non-thermal, and non-hydrofluoric acid-based graphite
purification process in September 2023. As we create our natural graphite anode business, it is critical to have
a robust intellectual property portfolio.
The battery supply chain decoupling from China is showing signs of progress and we have made tangible
progress on our patent pending ultra-high purity graphite. The Company plans to industrialize ultra-high purity
product and has identified a production plant site strategically located in Airport Industrial Park, Tuscaloosa,
Alabama, USA with access to water system, sanitary sewer system, electrical and transportation infrastructure.
It also meets other site requirements (e.g., availability of labor, proximity to port, ease of permitting, pro
industry local government, potential to secure financial incentives, etc.). This 33-acre site is owned by the
Tuscaloosa County Economic Development Authority (TCEDA).
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 6 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
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Asena Lithium Projects, Serbia
Volt acquired rights to three lithium license applications in Serbia through the acquisition of Asena Investments
d.o.o. Beograd-Stari grad (“Asena”). Asena has license applications of 291 km² in area with similar prospective
geology and physical proximity to Rio Tinto Jadar North (area comprising 98.75 km2), Petlovaca (area comprising
99.65 km2), and Ljig (area comprising 92.31 km2).
At the session held on 11 July 2024, the Serbian Constitutional Court issued Decision IUo-39/2022. The court
said in a ruling that Decree on the Termination of the Decree on Establishing the Spatial Plan of the Special
Purpose Area for the Implementation of the Jadarite Mineral Exploration and Processing Project "Jadar" is not
in accordance with the Constitution and the law. Rio Tinto welcomed the decision of the Constitutional Court
in Serbia, the company said in an emailed statement to Reuters. If completed, the Jadar project would be
Europe’s biggest lithium mine with a production of 58,000 tonnes of refined battery-grade lithium carbonate
per year, enough to power one million electric vehicles and supply 90% of the continent’s current lithium needs.
We believe that this is also positive news for other companies which operate in Serbia. We are pleased to report
that our applications remain in good standing, having been submitted and registered with the Ministry of
Mining. The Company believes in the potential value of the lithium licenses and continues to monitor the
situation in Serbia with respect to the status of our three lithium exploration license applications.
Corporate Overview
On 23 October 2023, the Company successfully raised $1,132,000 (before costs) to advance Volt’s integrated
graphite battery material business plan. The capital raising was completed through the placement of
125,154,286 new fully paid ordinary shares at A$0.007 (0.7 cents) per share. In addition, 66,571,429 listed
options (“Placement Options”) were issued to participants in the Placement (being one listed option for every
two shares subscribed for under the Placement). The listed options issued to Placement participants have an
exercise price of 2.4 cents and an expiry date of 30 June 2025. In addition:
- Volt’s Chairman, Asimwe Kabunga, subscribed for 21,428,571 fully paid ordinary shares and 10,714,286 listed
options.
- Volt’s Managing Director Prashant Chintawar subscribed for 5,714,286 fully paid ordinary shares and
2,857,143 listed options; and
- Volt’s Non-Executive Director Giacomo Fazio subscribed for 1,428,571 fully paid ordinary shares and 714,286
listed options, on the same terms as the Placement
In association with this capital raise Peak Asset Management received 7,988,571 shares with a value of $55,920
(A$0.07 (0.7 cents) per share) in lieu of services rendered.
On 23 October 2023, the Company announced the release of a Share Purchase Plan (SPP). The SPP allowed
eligible shareholders to each subscribe for up to $30,000 worth of new ordinary shares in the Company (“SPP
Shares”) at A$0.07 (0.7 cents) per share. The shares issued under the SPP had one (1) free attaching listed option
(“SPP Option”) for every two (2) shares issued, with an exercise price of 2.4 cents and an expiry date of 30 June
2025. The Company received applications for 57,539,962 new fully paid ordinary shares under the SPP, raising
a total of $402,780. A total of 57,539,962 SPP Shares and 28,769,939 SPP Options were issued.
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 7 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
On 24 April 2024 the Company entered into a funding arrangement with RiverFort, where they advanced
A$250,000 to the Company on the Execution Date. Any amounts drawn and outstanding are known as
“Principal”.
General Meetings
On 22 November 2023 a general meeting was held, all resolutions presented to the shareholders were passed
by a poll.
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 annual license fees, 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.
Through its operations in foreign jurisdictions, the Volt Group may become subject to economic and
political risks, such as:
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 8 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
● 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.
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 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
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 9 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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 Serbia, 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.
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
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 10 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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.
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, 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
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 11 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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.
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
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 12 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
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such variations or revisions could be material. Market driven fluctuations of commodity prices
may render the recovery of certain reserves uneconomic.
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
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 13 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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). An 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
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 14 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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
or exposure of confidential, fiduciary, or proprietary information, interruption to
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
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 15 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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 European
Commission, the governments of Tanzania, US, Serbia, and Guinea). Damage to the
Company’s reputation 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
The Company's ability to raise capital 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.
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
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 16 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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, lithium, 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, lithium, 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 could have a material adverse effect on the Volt Group
and the level of its 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.
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 17 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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: AuKing Mining Limited (Chairman – 19
October 2022 to 3 June 2024)
Interests in Shares and Options over Shares in the Company: 595,994,093 fully paid ordinary shares,
75,144,841 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.
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: 10,814,287 fully paid ordinary shares and
2,857,143 listed options.
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 and resigned 22 August 2024
Qualifications: Diploma in Geometry, Associate Diploma in Civil Engineering, Graduate Certificate in Project
Management.
Other current directorships of Listed Public Companies: nil.
Former directorships of Listed Public Companies in last three years: Lindian Resources Limited (Non-Executive
Director).
Interests in Shares and Options over Shares in the Company: 5,344,463 fully paid ordinary shares, 2,380,953
listed options and 10,000,000 performance rights.
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 18 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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 Dominic Virgara | Non-Executive Director
Appointed 22 August 2024
Qualifications: Bachelor of Arts – Accountancy (CPA)
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: 200,000,000 fully paid ordinary shares,
34,270,834 listed options and 1,666,667 unlisted options.
Mr Virgara is a qualified CPA by profession and has been a high performing recruitment Director/Owner and
CFO. During his tenure, Mr Virgara provided strategic, financial, HR, IT, marketing, and management guidance
for his companies. His experience also includes CFO positions with Mitsubishi Motors, Spotless Group, and
Elders. He brings strong financial discipline to the role.
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).
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 2024, and the number of meetings attended by each Director.
Directors
Number of Meetings Eligible to
Attend
Number of Meetings Attended
Mr. Asimwe Kabunga
3
3
Mr. Prashant Chintawar
3
3
Mr. Giacomo Fazio
3
3
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 19 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
SHARE OPTIONS
At the date of this report the following options have been granted over unissued capital.
Grant Date
Details
Expiry Date
Exercise
Price
Number of
Options
17 July 2024
Unlisted options
2 July 2027
$0.0075
5,000,001
8 May 2024
Unlisted options
6 May 2027
$0.0075
10,000,000
14 June 2024
Unlisted options
27 May 2027
$0.0066
10,000,000
14 November 2022
Listed options
30 June 2025
$0.024
757,682,639
782,682,640
PERFORMANCE RIGHTS
There were no performance rights issued during the year. 80,000,000 performance right are still currently
vesting.
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 2024 and is
included from page 21.
EVENTS SUBSEQUENT TO REPORTING DATE
On 2 July 2024, the Company announced it had entered into a funding arrangement of up to $500,000 AUD
from three major shareholders. $255,000 AUD has been received to date.
On 15 August 2024, the Company announced it had entered into a funding arrangement of up to $500,000 AUD
from investors via convertible note. $500,000 AUD has been received to date.
On 22 August 2024, the Company announced the appointment of Mr. Dominic Virgara as a Non-Executive
Director. Mr Giacomo had also resigned from his position.
On 26 August 2024, the Company announced the repayment of the Rivefort Global Convertible Loan of
$250,000 principal and interest.
On 19 September the Company announced the Board members to take all director fees and, where applicable,
consultancy fees in equity while the CEO to take 50% of his monthly fee in equity.
On 27 September the Company received an additional $500,000 (before cost) from Riverfort Global.
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
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 20 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
commence resettlement of affected landowners, upgrade of access roads and water supply, preparation of the
plant site, and commencement of construction works.
The Company will progress natural graphite anode testwork and commercial negotiations in the US with
battery developers and manufacturers including EV OEMs. In addition to progressing the technical
qualification and commercial aspect of the battery anode material 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.
ENVIRONMENTAL REGULATION
The Consolidated Entity has a policy of exceeding or at least complying with its environmental obligations.
During the financial year, the Consolidated Entity did not materially breach any particular or significant
regulation in respect to environmental management in any of the jurisdictions in which it operates.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There have been no significant changes in the state of affairs of the group to the date of this report, other than
those disclosed in the subsequent events note.
DIVIDENDS
No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2024
(2023: 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 2024 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
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 21 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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 2024 (2023: nil).
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration for the year ended 30 June 2024, which forms a part of the Directors’
Report, has been received and is included within this annual report at page 27.
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 $360,000 in November 2018. The Company’s policy is to
remunerate Non-Executive Directors at market rates (for comparable companies) for time, commitment, and
responsibilities. Fees for non-executive directors are not linked to the performance of the Company however,
to align Directors’ interests with shareholders’ interests, Directors are encouraged to hold shares in the
Company, and subject to approval by shareholders, are permitted to participate in the Employee Incentive Plan.
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 22 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
Retirement Benefits and Allowances
No retirement benefits or allowances are paid or payable to directors of the Company (other than statutory or
mandatory superannuation contributions, where applicable).
Performance on Shareholder Wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board have regarded the
following indices in respect of the current and previous four financial years:
2024
2023
2022
2021
2020
EPS loss (cents)
(0.10)
(0.36)
(0.60)
(0.12)
(0.19)
Net profit / loss ($’000)
(4,112)
(13,331)
(16,397)
(2,564)
(3,134)
Exploration
and
Evaluation
expenditure ($’000)
1,138
1,215
528
1,450
355
Share price ($)
0.005
0.010
0.017
0.035
0.024
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 2024. 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 2024 financial year.
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 23 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
Remuneration of Directors and Key Management Personnel
2024
Short term
Performance
rights
Post
employment
Base salary
& annual
leave
Director
fees
Consulting
fees
Share based
payments
Superannuation
Total
Performance
related
$
$
$
$
$
$
%
Directors
Asimwe
Kabunga
-
36,000
144,000
789,218
-
969,218
81.43%
Giacomo
Fazio
-
24,000
-
112,745
-
136,745
82.45%
Prashant
Chintawar¹
-
-
484,720¹
-
-
484,720
-
-
60,000
628,720
901,963
-
1,590,683
55.19%
¹
This include 1 month of fees converted ($40K AUD)
2023
Short term
Performance
rights
Post
employment
Base salary
& annual
leave
Director
fees
Consulting
fees
Share based
payments
Superannuation
Total
Performance
related
$
$
$
$
$
$
%
Directors
Asimwe
Kabunga
-
36,000
183,996
592,148
-
812,144
72.91%
Giacomo
Fazio
-
24,000
-
84,953
-
108,953
78.23%
Trevor
Matthews
-
-
224,260
-
-
224,260
-
Prashant
Chintawar
-
-
391,703
-
-
391,703
-
-
60,000
799,959
677,101
-
1,537,060
44.04%
KMP
Justine
MacDonald1
-
-
238,241
-
-
238,241
-
-
60,000
1,038,200
677,101
-
1,775,301
38.14%
1.
Justine MacDonald’s contract was terminated with Volt on 12 June 2023.
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 24 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
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.
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 25 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
Shareholdings
Key Management
Personnel
Balance at
Beginning of
Year
Issued as
Remuneration
Purchase of
Shares
Net Other
Change
Balance at End
of Year
2024
Asimwe Kabunga
574,565,522
-
21,428,571
-
595,994,093
Prashant Chintawar
3,650,000
-
7,164,287
-
10,814,287
Giacomo Fazio
3,915,892
-
1,428,571
-
5,344,463
Total
582,131,414
-
30,021,429
-
612,152,843
Performance rights
Key Management
Personnel
Balance at
Beginning of
Year
Granted as
Remuneration
Vested and
converted into
ordinary shares
Lapsed as
resigned or
hurdle not
achieved
Balance at End
of Year
2024
Asimwe Kabunga
70,000,000
-
-
-
70,000,000
Prashant Chintawar
-
-
-
-
-
Giacomo Fazio
10,000,000
-
-
-
10,000,000
Total
80,000,000
-
-
-
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.
Key Management
Personnel
Performance
rights
Grant
Date
Grant
Value
$
%
vested
during
year
%
forfeited
during
year
%
remaining
unvested
Vesting expiry
date
Asimwe Kabunga
Series 1
19 Oct 2022
487,375
0%
0%
100%
19 Apr 2025
Series 2
19 Oct 2022
432,775
0%
0%
100%
19 Apr 2025
Series 3
19 Oct 2022
775,950
0%
0%
100%
19 Apr 2025
Giacomo Fazio
Series 1
19 Oct 2022
69,625
0%
0%
100%
19 Apr 2025
Series 2
19 Oct 2022
61,825
0%
0%
100%
19 Apr 2025
Series 3
19 Oct 2022
110,850
0%
0%
100%
19 Apr 2025
DIRECTORS’ REPORT
For the Year Ended 30 June 2024
ASX:VRC
Page 26 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
Options
Key Management
Personnel
Balance at
Beginning of
Year
Issued
Vested and
converted into
ordinary shares
Lapsed as
hurdle not
achieved /
cancelled
Balance at End
of Year
2024
Asimwe Kabunga
87,157,829
10,714,285
-
(22,727,273)
75,144,841
Prashant Chintawar
-
2,857,143
-
-
2,857,143
Giacomo Fazio
1,666,667
714,286
-
-
2,380,953
Total
88,824,496
14,285,714
-
(22,727,273)
80,382,937
Options issued during the year relate to following circumstances:
11 April 2024 capital raise, where 28,571,429 shares were issued at $0.007 per share plus 14,285,714 options
with an exercise price of $0.024 cents and an expiry date of 30 June 2025.
● Asimwe Kabunga, to subscribe for 21,428,571 fully paid ordinary shares and 10,714,285 listed options.
● Prashant Chintawar to subscribe for 5,714,287 fully paid ordinary shares and 2,857,143 listed options.
● Giacomo Fazio subscribed for 1,428,571 fully paid ordinary shares and 714,286 listed options.
Other Transactions with Key Management Personnel of the Consolidated Entity
During the 2024 financial year, Mr. Kabunga, executive chairman, invoiced $9,000 for share issue fees in relation
to the capital raising conducted during the year. As at 30 June 2024 $30,000 is outstanding for Director and
consulting fees to Mr. Kabunga (excluding GST).
Other than the above, 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
30 September 2024
Page 27 of 75
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 2024, I declare that to the best of my knowledge and belief, there have been
no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
30 September 2024
D B Healy
Partner
FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
ASX:VRC
Page 28 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2024
2024
2023
$
$
Revenue
Interest income
2
72,625
70,963
Other income
2
6,003
-
Expenses
Corporate compliance fees
(916,521)
(927,451)
Corporate management costs
(954,293)
(1,568,579)
Marketing and investor relations costs
(674,227)
(1,636,344)
Occupancy expenses
(7,916)
(91,893)
Interest expense (Borrowings)
3
(82,993)
(1,746)
Fair value loss on derivative liability
3
(56,000)
-
Foreign exchange gain (loss)
111,948
(649,109)
Share based payments
2
(927,128)
(795,741)
Share of losses in associate
22
-
-
Impairment of investments/loans
22
(305,597)
(3,080,023)
Impairment of exploration and evaluation assets
9
(145,719)
(4,341,640)
Other expenses
2
(232,580)
(310,410)
Loss before income tax
(4,112,398)
(13,331,973)
Income tax (expense)/benefit
4
-
-
Loss after income tax
(4,112,398)
(13,331,973)
Other comprehensive income, net of income tax
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
(242,018)
482,490
Other comprehensive income (loss) for the year, net of
income tax
(242,018)
482,490
Total comprehensive loss for the year
(4,354,416)
(12,849,483)
Loss attributable to:
Owners of Volt Resources Limited
(4,116,287)
(13,339,319)
Non-controlling interests
3,889
7,346
(4,112,398)
(13,331,973)
Total comprehensive loss attributable to:
Owners of Volt Resources Limited
(4,354,416)
(12,849,483)
Non-controlling interests
-
-
(4,354,416)
(12,849,483)
Loss per share attributable to owners of the parent
Basic and diluted loss per share (cents per share)
5
(0.10)
(0.36)
The accompanying notes form part of these financial statements.
FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
ASX:VRC
Page 29 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
Consolidated Statement of Financial Position
As at 30 June 2024
2024
2023
Note
$
$
Current Assets
Cash and cash equivalents
6
84,634
2,966,041
Trade and other receivables
7
48,396
126,933
Prepayments
-
109,710
Total current assets
133,030
3,202,684
Non-current Assets
Property, plant and equipment
8
4,769
5,774
Deferred exploration and evaluation expenditure
9
26,047,716
25,085,654
Investment in joint venture
22
-
-
Total non-current assets
26,052,485
25,091,428
Total assets
26,185,515
28,294,112
Current Liabilities
Trade and other payables
10
6,196,013
6,656,819
Borrowings
3
184,974
-
Derivative liability
3
168,019
-
Total current liabilities
6,549,006
6,656,819
Non-current Liabilities
Total liabilities
6,549,006
6,656,819
Net assets
19,636,509
21,637,293
Equity
Share capital
11
99,287,774
97,884,770
Reserves
12
3,550,316
2,837,817
Accumulated losses
(82,991,921)
(78,875,634)
Parent entity interest
19,846,169
21,846,953
Non-controlling interests
(209,660)
(209,660)
Total equity
19,636,509
21,637,293
The accompanying notes form part of these financial statements.
FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
ASX:VRC
Page 30 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Share capital
Reserves
Accumulated
losses
Parent entity
interest
Non-controlling
interests
Total equity
$
$
$
$
$
$
At 1 July 2022
86,403,507
1,671,240
(65,536,315)
22,538,432
(209,660)
22,328,772
Loss for the year
-
-
(13,339,319)
(13,339,319)
7,346
(13,331,973)
Other comprehensive loss
-
489,836
-
489,836
(7,346)
482,490
Total comprehensive loss
-
489,836
(13,339,319)
(12,849,483)
-
(12,849,483)
Transactions with owners in their capacity as owners
Shares issued
12,500,000
-
-
12,500,000
-
12,500,000
Unissued share capital
(363,500)
-
-
(363,500)
-
(363,500)
Cost of share issue
(774,237)
-
-
(774,237)
-
(774,237)
Share based payments
119,000
676,741
-
795,741
-
795,741
At 30 June 2023
97,884,770
2,837,817
(78,875,634)
21,846,953
(209,660)
21,637,293
At 1 July 2023
97,884,770
2,837,817
(78,875,634)
21,846,953
(209,660)
21,637,293
Loss for the year
-
-
(4,116,287)
(4,116,287)
3,889
(4,112,398)
Other comprehensive loss
-
(238,129)
-
(238,129)
(3,889)
(242,018)
Total comprehensive loss
-
(238,129)
(4,116,287)
(4,354,416)
-
(4,354,416)
Transactions with owners in their capacity as owners
Shares issued
1,478,860
-
-
1,478,860
-
1,478,860
Cost of share issue
(131,776)
-
-
(131,776)
-
(131,776)
Share based payments
55,920
927,128
-
983,048
-
983,048
Share based payment – Convertible note
-
23,500
-
23,500
-
23,500
At 30 June 2024
99,287,774
3,550,316
(82,991,921)
19,846,169
(209,660)
19,636,509
The accompanying notes form part of these financial statements.
FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 31 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
2024
2023
Note
$
$
Cashflows from Operating Activities
Payments to suppliers and employees
(2,632,003)
(4,449,392)
Interest received
29,302
36,680
Finance costs
3
(993)
(1,746)
Net cash used in operating activities
6
(2,603,694)
(4,414,458)
Cashflows from Investing Activities
Payments for exploration expenditure
(1,597,120)
(1,258,514)
Payments for plant and equipment
-
24
Investment in joint venture
22
(305,597)
(3,080,023)
Net cash used in investing activities
(1,902,717)
(4,338,513)
Cashflows from Financing Activities
Proceeds from issue of shares
1,479,004
12,136,500
Proceeds from borrowings
3
250,000
45,606
Repayment of borrowings
3
-
(47,353)
Transaction costs of borrowings
(28,000)
-
Payments of share issue costs
(76,000)
(774,237)
Net cash from financing activities
1,625,004
11,360,516
Net (decrease)/increase in cash held
(2,881,407)
2,607,545
Cash and cash equivalents at beginning of period
2,966,041
358,496
Cash and cash equivalents as at year end
6
84,634
2,966,041
The accompanying notes form part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 32 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
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ASX:VRC
Notes to the Consolidated Financial Statements
1.
Statement of material accounting policies
(a)
Basis of preparation
These financial statements are general purpose financial statements, which have been prepared in accordance
with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and comply
with other requirements of the law. The accounting policies detailed below have been consistently applied to
all of the years presented unless otherwise stated. The financial statements are for the Consolidated Entity
consisting of Volt Resources Limited and its subsidiaries.
The financial statements have also been prepared on a historical cost basis. Cost is based on the fair values of
the consideration given in exchange for assets. The Company is a for-profit listed public company, incorporated
in Australia.
The principal activities of the Consolidated Entity during the financial year included 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.
(b)
Going Concern
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 2024, the Consolidated Entity had cash of $84,634, a working capital deficiency of $6,415,976 and
net assets of $19,636,509 primarily represented by deferred exploration expenditure of $26,047,716 on its
Graphite prospecting tenements in Tanzania. During the year, net cash outflows from operating activities
totalled $2,603,694 primarily in relation to corporate compliance, management, marketing and investor
relations costs of the listed parent entity.
The following events occurred subsequent to year end:
•
On 2 July 2024, the Company announced had it entered into a funding arrangement of up to $500,000
AUD from three major shareholders. $255,000 AUD has been received to date.
•
On 15 August 2024, the Company announced it had entered into a funding arrangement of up to
$500,000 AUD from investors via convertible note. $500,000 AUD has been received to date.
•
On 26 August 2024, the Company announced the repayment of the Riverfort Global convertible loan of
$250,000 principal and interest.
US $3.8 million (A$5.7 million) 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. During the year the Company had
launched a counterclaim against the sellers for US$12.7M for breach of warranties and misrepresentations and
is currently on-going with the sellers. Under the Sale and Purchase Agreement (“SPA”), there is a mechanism
that allows the Company the right to withhold from the Deferred Payment Claims for breach of warranties.
Whilst there is a present obligation based on the original agreement and an outcome of a settlement or
outcome is yet to be decided, the liability will remain until an independent counsel’s determination of a final
and binding liability, or a court outcome is made or both parties agreed to a settlement. The Board believe that
the counterclaims have strong merits, and the deferred consideration will not result in an outflow to the
Company and will lead to a potential inflow instead.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 33 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
During the year ended 30 June 2024, the Company applied for a US$1 million Grant form the US Department of
Energy and intends to apply for a US$8 million US Department of Defence Grant for Low Cost Domestic
Graphite.
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.
(iii) The Managing Director has agreed to take half off his fees in equity and the Chairman and Non-
Executive Director have agreed to take their fees in script until 31 December 2024.
(iv) The Company has raised funds from shareholders, convertible note and Riverfort to the vicinity of
$1.25M subsequent to year end.
(v) The Company is confident on receiving non-dilutive funding from the US government.
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.
(c)
Adoption of new and revised standards
In the year ended 30 June 2024, 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 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 on the
Consolidated Entity and therefore no material change is necessary to the Consolidated Entity’s accounting
policies.
(d)
Standards and Interpretations issued but not yet adopted.
The Directors have also reviewed all Standards and Interpretations issued and not yet adopted for the year
ended 30 June 2024. 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.
(e)
Statement of compliance
The financial report was authorised for issue on 30 September 2024. 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).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 34 of 75 | ACN 106 353 253
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ASX:VRC
(f)
Basis of consolidation
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.
(g)
Impairment of assets
The Consolidated Entity assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is required, the
Consolidated Entity makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is
the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless
the asset does not generate cash inflows that are largely independent of those from other assets or groups of
assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is
tested for impairment as part of the cash-generating unit to which it belongs.
When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or
cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. Impairment
losses relating to continuing operations are recognised in those expense categories consistent with the function
of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated
as a revaluation decrease). An assessment is also made at each reporting date as to whether there is any
indication that previously recognised impairment losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated.
A previously recognised impairment loss is reversed only if there has been a change in the estimates used to
determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the
carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at
revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the
depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any
residual value, on a systematic basis over its remaining useful life.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 35 of 75 | ACN 106 353 253
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ASX:VRC
(h)
Critical accounting judgements and key sources of estimation uncertainty
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 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 36 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
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.
2.
Revenue and expenses
2024
2023
Note
$
$
Other income
6,003
-
Interest Income
72,625
70,963
78,628
70,963
Expenses include:
Share based payments
13
927,128
795,741
Other expenses
Depreciation
971
36,187
Travel and accommodation
42,458
131,738
Other
187,151
142,485
Total other expenses
232,580
310,410
3.
Borrowings
Movement in borrowings:
2024
2023
$
$
2024
Opening balance
-
-
Proceeds from borrowings
250,000
45,607
Less fair value of embedded derivative on inception
(112,019)
-
Amortisation of borrowing costs
82,993
1,746
Loan arrangement fees
(12,500)
-
Loan arrangement fees – share based payments
(23,500)
-
Repayment of borrowings
-
(47,353)
184,974
-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 37 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
Derivative Liability
2024
2023
$
$
2024
Opening balance
-
-
Inception of Derivative Liability
112,019
-
Fair value Loss
56,000
-
168,019
-
Volt Resources Limited (“VRC”) announced that it had entered into a convertible loan agreement with RiverFort Global
Opportunities PCC Ltd (“RiverFort”), a United Kingdom-based investment company focused on investing in junior listed
companies by way of debt or equity-linked debt investments.
The terms are summarised as follows:
•
Investor: RiverFort Global Opportunities PCC Ltd (“RiverFort”)
•
Total facility value: $1,000,000 AUD
•
First Drawdown Amount of $250,000 AUD to be drawn on the date of execution of the agreement
•
250,000 Convertible Securities to be issued at the Extension Date for the First Drawdown Amount, being trading
day immediately after the Maturity Date
•
Initial term and maturity date: 4 months from the Execution Date
•
Interest rate - 10% fixed coupon paid in cash on the Maturity Date
•
Drawdown Fee - 5% of the Drawdown paid in cash and deducted from gross proceeds or 7% of the Drawdown if
settled in shares being calculated at the Reference Price.
•
Drawdown options - On the First Drawdown Date the Company will issue 10 million options with a 3 year
maturity and exercise price of A$0.0075 (0.75 cents). The options have a fair value of $23,500.
•
Repayment - The Principal and Interest to be repaid in cash on or before the Maturity Date. On election any
outstanding Principal and/or Interest balances Extension Terms will apply
•
Extension Terms – Should VRC choose not to repay all or any of the interest and/or principal outstanding prior
to the maturity date on the Extension Date RiverFort will be issued:
o
15 million options (Extension Options) with a 3-year expiry from issue and exercise price of $0.0075
(0.75 cents).
o
Convertible Securities with a face value of $1 equating to the outstanding Principal at the Maturity
Date.
•
Extension date – the day after the maturity date
•
Conversion rights – RiverFort have the right but not the obligation to convert the Convertible Securities in to
shares at the lower of the Variable Conversion Price and the Fixed Premium Conversion Price
•
Variable Conversion Price - 90% of the lowest daily VWAP over the 10 consecutive Trading Days preceding the
Conversion Notice Date; or if the VWAP is zero, the lower of the day prior to the VWAP zero and the day after
the VWAP zero.
•
Fixed Premium Conversion Price - 150% of the Extension Price
•
The Extension Price - the average of 5 daily VWAPs preceding the Extension Date
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 38 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
•
Upon issue of the Conversion Shares the Principal will be reduced by the Conversion Amount and the relevant
number of the Convertible Securities redeemed.
•
On the Extended Maturity Date to the extent not already redeemed, VRC must redeem the Convertible
Securities by paying the Investor the applicable portion of the Outstanding Principal.
•
Extended Maturity Date - 12 months from the Extension Date
•
VRC may at any point prior to or on the Extension Date redeem the Amount Outstanding in full by paying
RiverFort the Amount Outstanding by giving 5 days written notice
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.
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
2024
2023
$
$
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
(4,112,398)
(13,331,973)
Total loss before income tax expense
(4,112,398)
(13,331,973)
Prima facie income tax benefit @ 30% (2023: 30%)
(1,233,719)
(3,999,592)
Share based payments
278,138
238,722
Other non-deductible expenditure
319,760
545,333
Tax effect of impairment and losses attributable to investments
-
2,226,499
Section 40-880 deduction
(115,277)
(33,902)
Income tax losses and movement in deferred tax not brought to
account
751,098
1,022,940
Aggregate income tax benefit
-
-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 39 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
Unrecognised Deferred Tax Balances
The following deferred tax assets and liabilities have not been
brought to account:
Deferred tax assets at 30% (2023: 30%)
Carry forward revenue and capital losses
11,067,617
10,706,022
Other deferred tax balances
79,237
344,996
Total Deferred tax assets
11,146,854
11,051,018
Deferred tax liabilities at 30% (2023: 30%)
Exploration
1,310,415
1,766,510
Other deferred tax balances
37,773
32,913
Total Deferred tax liabilities
1,348,188
1,799,423
The tax rates used in the above reconciliation are the corporate tax rates of Australia 30% and Tanzania 30%
(2023: 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 $28,331,863 (2023: $27,624,766) that are available
indefinitely for offset against future taxable profits of the companies in which the losses arose.
The availability of these losses is subject to the satisfaction of either the business continuity or continuity of
ownership tests. Tax losses arising in Tanzania to 30 June 2024 totalled A$6,413,312 (2023: $6,727,673).
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: 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
2024
2023
$
$
Loss attributable to owners of Volt Resources Limited used in
calculating basic and dilutive EPS
(4,116,287)
(13,339,319)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 40 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
2024
2023
Number
Number
Weighted average number of ordinary shares used in calculating
basic and diluted (loss) per share (*):
4,058,204,962
3,690,542,120
Cents per share
Cents per share
Basic / diluted loss per share
(0.10)
(0.36)
*As the Consolidated Entity is loss making in both 2024 and 2023, 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.
6.
Cash and cash equivalents
2024
2023
$
$
Reconciliation of operating loss after tax to the net cash
flows from operations:
Loss after tax
(4,112,398)
(13,331,973)
Non-cash items
Depreciation
971
36,187
Share based payments
927,128
795,741
Impairment of investments/loans
305,597
3,080,023
Impairment of exploration and evaluation assets
145,719
4,341,640
Loss in associate
-
-
Unrealised Foreign currency (gain)/loss
(111,948)
409,720
Amortisation of borrowing costs
82,993
-
Fair value loss
56,000
-
Change in assets and liabilities
Trade and other receivables
78,537
(36,532)
Prepayments
109,709
(35,282)
Trade and other payables
(86,002)
110,536
Provisions
-
215,483
Net cash outflow from operating activities
(2,603,694)
(4,414,458)
Reconciliation of cash:
Cash at bank and on hand
84,634
2,966,041
84,634
2,966,041
Non-Cash transactions
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 41 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
During the year there were shares issued for $55,920 (2023: $119,000) as outlined in note 11 and non-cash
equity of $23,500 (2023: $25,164). Refer to note 12 for details. There were no other non-cash transaction
investing or financing activities as reflected in the consolidated statement of cash flows
7.
Trade and other receivables
2024
2023
$
$
Current
GST receivable
21,300
79,759
Other receivable
27,096
47,174
48,396
126,933
8.
Plant and equipment
2024
2023
$
$
Plant and equipment – at cost
164,549
165,511
Accumulated depreciation
(159,780)
(159,737)
Net book amount
4,769
5,774
Balance at the beginning of the year
5,774
40,988
Acquisitions
215
-
Depreciation expense
(971)
(36,187)
Disposal
-
-
Foreign currency translation
(249)
973
Balance at the end of the year
4,769
5,774
Accounting policy: property, plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:
Plant and equipment – over 3 years
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at
each financial year end.
Impairment
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 42 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
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
2024
2023
$
$
Exploration and evaluation phase – at cost
At beginning of the year
25,085,654
28,140,314
Exploration expenditure during the year
1,138,091
1,214,654
Non-cash Acquisition
-
-
Impairment of Guinea Gold Project(1)
(145,719)
(4,341,640)
Foreign currency translation
(30,310)
72,326
Total exploration and evaluation
26,047,716
25,085,654
(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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 43 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
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
2024
2023
$
$
Trade payables and accruals
504,834
925,296
Zavalievsky Graphite deferred consideration (1)
5,691,179
5,731,523
Trade payables and other payables
6,656,819
(1) Under the terms of the SPAs entered into by Volt and the Sellers, Volt paid the Sellers the first installment 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.
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.
During the year the Company had launched a counterclaim against the sellers for US$12.7M for breach of warranties and
misrepresentations and is currently on-going with the sellers. Under the Sale and Purchase Agreement (“SPA”), there is a mechanism
that allows the Company the right to withhold from the Deferred Payment claims for breach of warranties. Whilst there is a present
obligation based on the original agreement and an outcome of a settlement or outcome is yet to be decided, the liability will remain
until an independent counsel’s determination of a final and binding liability or a court outcome is made or both parties agreed to a
settlement. The Board believe that the counterclaims have strong merits and the deferred consideration will not result in an outflow to
the Company and will lead to a potential inflow instead.
6,196,013
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 44 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
11.
Share capital
a) Share capital
2024
2023
$
$
Ordinary shares fully paid
99,287,774
97,884,770
b) Movement in shares on issue
2024
2024
2023
2023
Note
number
$
number
$
Balance at the beginning of the year
3,939,423,879
97,884,770
3,206,613,777
86,403,507
Share placements
211,265,677
1,478,860
726,010,102
12,500,000
Shares issued in lieu of services*
13
7,988,571
55,920
6,800,000
119,000
Unissued Share Capital
-
-
-
(363,500)
Share issue costs
-
(131,776)
-
(774,237)
Balance at the end of the year
4,158,678,127
99,287,774
3,939,423,879
97,884,770
* These shares have been valued at the share price on grant date.
c) Share options
2024
Grant Date
Details
Expiry Date
Exercise
Price
Balance 30
June 2023
Movement
during the
year
Balance 30
June 2024
23 October 2020
Unlisted options
23 October 2023
$0.022
69,450,002
(69,450,002)
-
26 July 2021
Unlisted options
26 July 2024
$0.05
30,000,000
-
30,000,000
9 September 2021
Unlisted options
9 September 2024
$0.05
5,000,000
-
5,000,000
9 September 2021
Unlisted options
9 September 2024
$0.0385
4,259,740
-
4,259,740
14 November 2022
Listed options1
30 June 2025
$0.024
648,055,557
109,627,124
757,682,681
2 May 2024
Unlisted options
6 May 2027
$0.0075
-
10,000,000
10,000,000
1 June 2024
Unlisted options
27 May 2027
$0.0066
-
10,000,000
10,000,000
756,765,299
60,177,122
816,942,421
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 45 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
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.
d) Weighted Average Exercise Price of Options
Grant Date
Details
Expiry Date
Exercise
Price
Balance 30 June
2024
Weighted Exercise Price
26 July 2021
Unlisted options
26 July 2024
$0.05
30,000,000
9 September 2021
Unlisted options
9 September 2024
$0.05
5,000,000
9 September 2021
Unlisted options
9 September 2024
$0.0385
4,259,740
14 November 2022
Listed options
30 June 2025
$0.024
757,682,681
2 May 2024
Unlisted options
6 May 2027
$0.0075
10,000,000
1 June 2024
Unlisted options
27 May 2027
$0.0066
10,000,000
816,942,421
$0.0248
e) Performance rights
2024
Grant Date
Expiry Date
Tranche
Balance at 1
July 2023
Granted
during the
year
Vested
during the
year
Lapsed as
terminated
or hurdle not
achieved
Balance at 30
June 2024
31 December
2025
Series 1
20,000,000
-
-
-
20,000,000
31 December
2025
Series 2
20,000,000
-
-
-
20,000,000
31 December
2025
Series 3
40,000,000
-
-
-
40,000,000
80,000,000
-
-
-
80,000,000
2023
Grant Date
Details
Expiry Date
Exercise
Price
Balance 30
June 2022
Movement
during the
year
Balance 30
June 2023
23 October 2020
Unlisted options
23 October 2023
$0.022
69,450,002
-
69,450,002
26 July 2021
Unlisted options
26 July 2024
$0.05
30,000,000
-
30,000,000
9 September 2021
Unlisted options
9 September 2024
$0.05
5,000,000
-
5,000,000
9 September 2021
Unlisted options
9 September 2024
$0.0385
4,259,740
-
4,259,740
14 November 2022
Listed options2
30 June 2025
$0.024
-
648,055,557
648,055,557
108,709,742
648,055,557
756,765,299
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 46 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
2023
Grant Date
Expiry Date
Tranche
Balance at 1
July 2022
Granted
during the
year
Vested
during the
year
Lapsed as
terminated
or hurdle not
achieved
Balance at 30
June 2023
31 December
2025
Series 1
-
37,500,000
-
(17,500,000)
20,000,000
31 December
2025
Series 2
-
37,500,000
-
(17,500,000)
20,000,000
31 December
2025
Series 3
-
75,000,000
-
(35,000,000)
40,000,000
150,000,000
(70,000,000)
80,000,000
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
2024
2023
$
$
Share based payments reserve
(1,782,758)
(855,630)
Convertible note reserve
(512,500)
(489,000)
Foreign currency translation reserve
(1,255,058)
(1,493,187)
(3,550,316)
(2,837,817)
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.
Movement in Reserves
2024
2023
Note
$
$
Share based payments reserve
Balance at the beginning of the year
855,630
178,889
Share based payment
11(e)
901,964
676,741
Broker options issued
25,164
-
Balance at the end of the year
1,782,758
855,630
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 47 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
Convertible note reserve
Note
Balance at the beginning of the year
489,000
489,000
Convertible Note (option) value
3
23,500
-
Exercised
-
-
Balance at the end of the year
512,500
489,000
Foreign currency translation reserve
Balance at the beginning of the year
1,493,187
1,003,352
Currency translation differences
(238,129)
489,835
Balance at the end of the year
1,255,058
1,493,187
Total reserves
3,550,316
2,837,817
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 48 of 75 | ACN 106 353 253
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www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
13.
Share based payments
Broker Shares
7,988,571 shares were issued to Peak Asset Management as consideration for brokerage services provided for
the 23 October 2023 equity placement. The shares were fair valued using the share price on the date of
placement.
Performance Rights
Refer to prior page 24 and page 26 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. A share
based payment of $901,964 was recognised in the accounts.
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
Series 1
Series 2
Series 3
Grant Date
19-Oct-2022
19-Oct-2022
19-Oct-2022
Spot Price
$0.031
$0.031
$0.031
Exercise Price
Nil
Nil
Nil
Vesting Date
19-Apr-2025
19-Apr-2025
19-Apr-2025
Barrier Price
$0.050
$0.075
$0.100
Expiry Date
31-Dec-2025
31-Dec-2025
31-Dec-2025
Expected Future Volatility
100%
100%
100%
Risk Free Rate
3.5%
3.5%
3.5%
Dividend Yield
Nil
Nil
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. $901,964 of vesting expense was recognised on the rights during the year (2023: $676,741).
Options
The Advisor Options are defined as share-based payments. The valuation of share based payment transactions
is measured by reference to fair value of the equity instruments at the date at which they are granted. The fair
value is determined using the Black-Scholes model, taking into account the terms and conditions upon which
the options were granted.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 49 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
Assumption
Series 1
Series 2
Grant Date
2 May 2024
1 June 2024
Spot Price
$0.0050
$0.031
Exercise Price
0.0075
0.0066
Expiry Date
2-May-2027
27 May 2027
Expected Future Volatility
100%
100%
Risk Free Rate
4.06%
3.63%
Dividend Yield
Nil
Nil
Fair Value Per Option
$0.0024
$0.0025
No. of Options
10,000,000
10,000,000
Series 1 – Relates to the Riverfort Loan. Total valuation $23,500
Series 2 – Relates to Advisors Option. Total Valuation $25,164
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
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 50 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
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ASX:VRC
of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date
of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately. However, if a new award is substituted
for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled
and new award are treated as if they were a modification of the original award, as described in the previous
paragraph. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the
computation of earnings/loss per share (see Note 5).
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 2023. 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.
2024
2023
$
$
Financial assets
Cash and cash equivalents
84,634
2,966,041
Trade and other receivables
48,396
126,933
133,030
3,092,974
Financial liabilities
Trade and other payables
6,196,013
6,656,819
Borrowings
184,974
-
Derivative Liability
168,019
-
6,549,006
6,656,819
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 51 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
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ASX:VRC
c) Market risk
The Consolidated Entity’s activities expose it primarily to the financial risks of changes in foreign currency
exchange rates, commodity prices and exchange rates. There has been no change to the Consolidated Entity’s
exposure to market risks or the manner in which it manages and measures the risk from the previous period.
d) Foreign currency risk management
The Consolidated Entity undertakes certain transactions denominated in foreign currencies, hence exposures
to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters.
No forward contracts or other hedging instruments have been used during the current or prior year as the
Consolidated Entity’s foreign exchange exposure is not considered to be sufficiently material to justify such
activities. The carrying amounts of the Consolidated Entity’s foreign currency denominated monetary assets
and monetary liabilities at the balance date expressed in Australian dollars are as follows:
Assets
Liabilities
2024
2023
2024
2023
US dollars
3,119
801
7,625,335
5,731,523
Tanzanian shillings
247,299
27,268
4,298
-
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.
2024
2023
$
$
USD impact
Result for the year
(762,845)
(573,072)
TZS impact
Result for the year
24,300
2,727
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 52 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
The Consolidated Entity’s exposure to interest rate risk for each class of financial assets and liabilities is set out
below:
Weighted
Rate %
2024
Weighted
Rate %
2023
$
$
Financial assets
Cash and cash equivalents
Floating
0.85%
84,634
0.09%
2,966,041
Trade receivables
Floating
-
0
-
Financial liabilities
Trade and other payables
6,549,006
0%
6,656,819
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 $719 (2023:
$23,968). 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 2024.
Accounting policy: investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part
of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are
subsequently measured at either amortised cost or fair value depending on their classification. Classification is
determined based on both the business model within which such assets are held and the contractual cash flow
characteristics of the financial asset unless, an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred
and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is
no reasonable expectation of recovering part or all of a financial asset, it’s carrying value is written off.
Financial assets at fair value through profit or loss
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 53 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
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
2024
2023
$
$
Within one year – exploration
201,515
49,888
Within one year – office lease
-
-
One to five years – exploration
-
-
201,515
49,888
There are no contingent liabilities as at the date of this report, other than for the Resettlement Action Plan
totalling US$3.5 million where commencement of resettlements and any commitments are contingent on the
consolidated entity making a Final Investment Decision (FID) to develop the Bunyu Graphite project which is
contingent on an appropriate level of development funding being sourced.
On production and sale of graphite products from the Bunyu Graphite project, the previous owners are entitled
to a 3% net smelter royalty on the sale of dried concentrate. At the Company’s election, at any stage in the
future the Company may pay US$2.0 million to reduce the royalty rate to 1.5%. On production and sale of gold
products from the Guinea project, Kabunga Holdings are entitled to a 2% net smelter royalty on the sale of the
end gold product.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 54 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
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.
During the year the Company had launched a counterclaim against the sellers for US$12.7M on the ZG Project
(refer to note 10) and is currently on-going with the sellers. The Board believe that the counterclaims have
strong merits.
16.
Financial reporting by segments
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:
Corporate
Volt
Resources
Tanzania
(Graphite)
Volt Energy
Materials
Zavalievsky
Graphite
Guinea
Gold
Total
$
$
$
$
2024
Revenue
6,003
-
-
-
-
6,003
Interest received
72,625
-
-
-
-
72,625
Total segment revenue
78,628
-
-
-
-
78,628
Expenditure
Corporate compliance fees
(822,285)
(82,243)
(11,993)
-
-
(916,521)
Corporate management
costs
(456,343)
(131,196)
(366,754)
-
-
(954,293)
Marketing and Investor
relation costs
(281,362)
-
(392,865)
-
-
(674,227)
Occupancy expenses
(138)
(2,298)
(5,480)
-
-
(7,916)
Interest expenses
(82,993)
-
-
-
-
(82,993)
Fair value loss
(56,000)
-
-
-
-
(56,000)
Foreign exchange gain
(loss)
48,679
63,269
-
-
-
111,948
Share based payments
(927,128)
-
-
-
-
(927,128)
Share of losses in associate
-
-
-
-
-
-
Impairment of investments
-
-
-
(305,597)
-
(305,597)
Impairment of exploration
and evaluation
-
-
-
-
(145,719)
(145,719)
Other expenses
(196,620)
(472)
(35,488)
-
-
(232,580)
Total segment expenditure
(2,774,190)
(152,940)
(812,580)
(305,597)
(145,719)
(4,191,026)
Loss before income tax
(2,695,562)
(152,940)
(812,580)
(305,597)
(145,719)
(4,112,398)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 55 of 75 | ACN 106 353 253
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www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
SEGMENT ASSETS
Segment operating assets
101,485
26,084,030
-
-
-
26,185,515
Total segment assets
101,485
26,084,030
-
-
-
26,185,515
SEGMENT LIABILITIES
Segment operating
liabilities
6,549,006
-
-
-
-
6,549,006
Total segment liabilities
6,549,006
-
-
-
-
6,549,006
Corporate
Volt
Resources
Tanzania
(Graphite)
Volt
Energy
Materials
Zavalievsky
Graphite
Guinea
Gold
Total
$
$
$
$
2023
Revenue
-
-
-
-
-
-
Interest received
70,963
-
-
-
-
70,963
Total segment revenue
70,963
-
-
-
-
70,963
Expenditure
Corporate compliance fees
(832,800)
(60,962)
(33,690)
-
-
(927,451)
Corporate management costs
(979,301)
(166,212)
(423,066)
-
-
(1,568,579)
Marketing and Investor
relation costs
(859,289)
-
(777,054)
-
-
(1,636,344)
Occupancy expenses
(27,901)
(12,560)
(51,432)
-
-
(91,893)
Interest expenses
(1,746)
-
-
-
-
(1,746)
Gain on financial instruments
-
-
-
-
-
-
Foreign exchange gain (loss)
(203,190)
(445,919)
-
-
-
(649,109)
Share based payments
(795,741)
-
-
-
-
(795,741)
Share of losses in associate
-
-
-
-
-
-
Impairment of investments
-
-
-
(3,080,023)
-
(3,080,023)
Impairment of exploration and
evaluation
-
-
-
-
(4,341,640)
(4,341,640)
Other expenses
(208,905)
(52,444)
(49,061)
-
-
(310,410)
Total segment expenditure
(3,908,873)
(738,097)
(1,334,303)
(3,080,023)
(4,341,640)
(13,402,936)
Loss before income tax
(3,837,910)
(738,097)
(1,334,303)
(3,080,023)
(4,341,640)
(13,331,973)
SEGMENT ASSETS
Segment operating assets
3,148,895
25,085,854
-
-
-
28,234,749
Total segment assets
3,148,895
25,085,854
-
-
-
28,234,749
SEGMENT LIABILITIES
Segment operating liabilities
6,656,819
-
-
-
-
6,656,819
Total segment liabilities
6,656,819
-
-
-
-
6,656,819
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 56 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
17.
Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries:
Name of Entity
Entity type
Trustee,
partner, or
participant in
joint venture
Country of
Incorporation
% of
share
capital
2024
% of
share
capital
2023
Volt Resources Ltd
Body
Corporate
N/A
Australia
100%
100%
Volt Energy Materials LLC
Body
Corporate
N/A
United States
100%
100%
Volt Graphite Tanzania Plc
Body
Corporate
N/A
Tanzania
100%
100%
Gold Republic Pty Ltd
Body
Corporate
N/A
Australia
100%
100%
Norsk Gold Pte Ltd
Body
Corporate
N/A
Singapore
100%
100%
Critical Minerals Pte Ltd
Body
Corporate
N/A
Singapore
100%
100%
Novo Mines Sarlu
Body
Corporate
N/A
Guinea
100%
100%
KB Gold Sarlu
Body
Corporate
N/A
Guinea
100%
100%
Mozambi Graphite Pty Ltd
Body
Corporate
N/A
Australia
100%
100%
Mozambi
Resource
Investments Pty Ltd
Body
Corporate
N/A
Australia
100%
100%
Dugal Pty Ltd
Body
Corporate
N/A
Australia
100%
100%
Dugal Resources Lda (1)
Body
Corporate
N/A
Mozambique
70%
70%
Mozambi Ventures Lda(1)
Body
Corporate
N/A
Mozambique
80%
80%
Xiluva Mozambi Lda(1)
Body
Corporate
N/A
Mozambique
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 57 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
18.
Auditors’ remuneration
2024
2023
$
$
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
82,008
66,000
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
2,728
7,938
Amounts received or due and receivable by HLB in Ukraine for the
audit of Zavalievsky Graphite
21,212
25,758
105,948
99,696
19.
Key management personnel remuneration
2024
2023
$
$
Short term employee benefits
688,720
1,098,200
Share based payments
901,963
677,101
Post-employment benefits (superannuation)
-
-
Total remuneration
1,590,683
1,775,301
20.
Parent entity information
The following information relates to the parent entity, Volt Resources Limited, as at 30 June 2024. The
information presented here has been prepared using consistent accounting policies as presented in Note 1.
2024
2023
$
$
Current assets
101,484
3,147,925
Non-current assets
26,110,985
25,169,305
Total assets
26,212,469
28,317,230
Current liabilities
6,575,960
6,679,937
Non-current liabilities
-
-
Total liabilities
6,575,960
6,679,937
Net assets/(liabilities)
19,636,509
21,637,293
Issued capital
99,287,774
97,884,770
Reserves
2,295,259
1,344,631
Accumulated losses
(81,946,524)
(77,592,108)
Total equity
19,636,509
21,637,293
Loss for the year
(4,354,416)
(12,933,576)
Other comprehensive income for the year
-
-
Total comprehensive loss for the year
(4,354,416)
(12,933,576)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 58 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
Accounting policy: parent entity financial information
The financial information for the parent entity, Volt Resources Limited, disclosed in this note has been prepared
on the same basis as the consolidated financial statements, except as set out below.
Investments in subsidiaries, associates and joint venture entities
Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial
statements of Volt Resources Limited. Dividends received from associates are recognised in the parent entity’s
profit or loss, rather than being deducted from the carrying amount of these investments.
Share-based payments
The Consolidated Entity measures the cost of equity-settled transactions with employees by reference to the
fair value of the equity instruments at the date at which they are granted. The fair value is determined using a
Black-Scholes model.
21.
Events subsequent to year end
On 2 July 2024, the Company announced had it entered into a funding arrangement of up to $500,000 AUD
from three major shareholders. $255,000 AUD has been received to date.
On 15 August 2024, the Company announced it had entered into a funding arrangement of up to $500,000 AUD
from investors via convertible note. $500,000 AUD has been received to date.
On 22 August 2024, the Company announced the appointment of Mr. Dominic Virgara as a Non-Executive
Director. Mr Giacomo had also resigned from his position.
On 26 August 2024, the Company announced the repayment of the Riverfort Global convertible loan of
$250,000 principal and interest.
On 19 September the Company announced the Board members to take all director fees and, where applicable,
consultancy fees in equity while the CEO to take 50% of his monthly fee in equity.
On 27 September the Company received an additional $500,000 (before costs) from Riverfort Global.
22.
Investments in Associate and Joint Arrangements
2024
2023
$
$
Opening Balance
-
-
Acquisition cost (Zavalievsky Graphite)
-
-
Movement Intercompany loan
305,597
3,080,023
Volt Resource’s share of ZG Group loss – 70%
-
-
Impairment of Investment in Zavalievsky Graphite/loans
(305,597)
(3,080,023)
Carrying Value
-
-
Share of loss not brought to account as net investment carried is nil.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended 30 June 2024
Page 59 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
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.
2024
2023
$
$
Revenue
1,283,405
2,093,071
Other Income
34,190
154,676
Cost of Sales
(1,919,315)
(2,742,305)
Gross Profit
(601,720)
(494,558)
Foreign exchange gain/(loss)
(1,236,386)
(1,413,871)
Impairment of Non-current assets
-
(5,671,968)
Other expenses
(833,169)
(776,821)
Finance cost
(164,970)
(254,120)
Finance penalty costs
(1,543,412)
(1,221,164)
Loss before income tax
(4,379,657)
(9,832,502)
Income tax (expense)/benefit
(2,592)
368,802
Loss after income tax
(4,382,249)
(9,463,700)
Current Assets
799,258
2,112,721
Non-current Assets
-
-
Current Liabilities
(11,664,036)
(8,481,683)
Non-current Liabilities
(1,492,420)
(3,140,891)
Net Assets
(12,357,198)
(9,509,853)
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.
Page 60 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
For the Year Ended 30 June 2024
Consolidated Entity Disclosure Statement
The consolidated entity disclosure statement has been prepared in accordance with S295(3(A)(a)) of the Corporations Act
2001 and includes the required information of Volt Resources Limited and the entities it controls in accordance with AASB
10 Consolidated Financial Statements.
Name of Entity
Entity type
Trustee,
partner, or
participant in
joint venture
Country of
Incorporation
% of
share
capital
Australian
or foreign
tax
resident
Foreign
jurisdiction
of foreign
residents
Volt Resources Ltd
Body
Corporate
N/A
Australia
100%
Australian
N/A
Volt Energy Materials LLC
Body
Corporate
N/A
United States
100%
Foreign
United States
Volt Graphite Tanzania Plc
Body
Corporate
N/A
Tanzania
100%
Foreign
Tanzania
Gold Republic Pty Ltd
Body
Corporate
N/A
Australia
100%
Australian
N/A
Norsk Gold Pte Ltd
Body
Corporate
N/A
Singapore
100%
Foreign
Singapore
Critical Minerals Pte Ltd
Body
Corporate
N/A
Singapore
100%
Foreign
Singapore
Novo Mines Sarlu
Body
Corporate
N/A
Guinea
100%
Foreign
Guinea
KB Gold Sarlu
Body
Corporate
N/A
Guinea
100%
Foreign
Guinea
Mozambi Graphite Pty Ltd
Body
Corporate
N/A
Australia
100%
Australian
N/A
Mozambi
Resource
Investments Pty Ltd
Body
Corporate
N/A
Australia
100%
Australian
N/A
Dugal Pty Ltd
Body
Corporate
N/A
Australia
100%
Australian
N/A
Dugal Resources Lda (1)
Body
Corporate
N/A
Mozambique
70%
Foreign
Mozambique
Mozambi Ventures Lda(1)
Body
Corporate
N/A
Mozambique
80%
Foreign
Mozambique
Xiluva Mozambi Lda(1)
Body
Corporate
N/A
Mozambique
80%
Foreign
Mozambique
DIRECTORS’ DECLARATION
For the Year Ended 30 June 2024
Page 61 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
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
2024 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.
c. the consolidated entity disclosure statement is true and correct;
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 2024.
This declaration is signed in accordance with a resolution of the Board of Directors.
Asimwe Kabunga
Executive Chairman
30 September 2024
Page 62 of 75
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 2024, 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, notes to the financial
statements, including material accounting policy information, the consolidated entity disclosure statement
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 2024 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.
Page 63 of 75
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:
•
Obtained an understanding of the key
processes associated with
management’s review of the carrying
values of each area of interest;
•
Considered management’s assessment
of potential impairment indicators in
addition to making our own assessment;
•
Obtained evidence that the Group has
current rights to tenure over its areas of
interest;
•
Considered the nature and extent of
planned ongoing activities;
•
Substantiated a sample of expenditure
by agreeing to supporting
documentation; and
•
Examined the disclosures made in the
financial report.
Other Information
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 2024, 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:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
Page 64 of 75
(b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
(b) the consolidated entity disclosure statement that is true and correct 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.
Page 65 of 75
−
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
2024.
In our opinion, the Remuneration Report of Volt Resources Limited for the year ended 30 June 2024
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
D B Healy
Chartered Accountants
Partner
Perth, Western Australia
30 September 2024
ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2024
Page 66 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report
is as follows. The information is current at 13 September 2024.
Number of Shareholders and Option Holders
Shares
As at 13 September 2024, there were 5,275 shareholders holding a total of 4,158,678,127 fully paid ordinary
shares.
Options
As at 13 September 2024, there were 757,682,639 quoted Options exercisable at $0.024 on or before 30 June
2025, 10,000,000 un-quoted Options exercisable at $0.0066 on or before 27 May 2027, 10,000,000 un-quoted
Options exercisable at $0.0075 on or before 6 May 2027, and 5,000,001 un-quoted Options exercisable at
$0.0075 on or before 2 July 2027.
Distribution of Equity Securities
Ordinary Shares
Unlisted Options
Number of Holders
Number of Shares
Number of Holders
Number of Options
100,001 and Over
2,493
4,051,467,118
5
25,000,001
10,001 to 100,000
2,201
105,628,507
-
-
5,001 to 10,000
128
1,017,414
-
-
1,001 to 5,000
176
479,682
-
-
1 to 1,000
277
85,406
-
-
Total
5,275
4,158,678,127
5
25,000,001
There were 2,959 holders totalling 127,033,720 ordinary shares holding less than a marketable parcel.
ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2024
Page 67 of 75 | ACN 106 353 253
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www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
Top Twenty Share Holders
Shareholder name
Ordinary shares
held
number
%
KABUNGA HOLDINGS PTY LTD
595,994,093
14.33
NOTMAN INVESTMENTS PTY LTD
193,071,567
4.64
10 BOLIVIANOS PTY LTD
126,003,030
3.03
MR DOMINIC VIRGARA
110,852,778
2.67
BNP PARIBAS NOMINEES PTY LTD
83,104,146
2.00
BOSSWHAT PTY LTD
75,000,000
1.80
CITICORP NOMINEES PTY LIMITED
73,779,176
1.77
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
63,173,924
1.52
MR HUNG TAEK YIM
37,776,968
0.91
SAFINIA PTY LTD
37,302,064
0.87
CHATA HOLDINGS PTY LTD
32,464,286
0.78
BNP PARIBAS NOMINEES PTY LTD
24,612,284
0.60
MR CHRISTOPHER RAYMOND WESTON
24,034,879
0.58
MR KEVIN BRADY
23,499,980
0.57
MR SCOTT WILLIAMS
22,575,421
0.54
MR WAYNE ANDREW HUTCHINS
22,500,000
0.54
MR FLORENCIO IGLESIAS
21,400,000
0.51
MR RICHARD HIM SIM VOM
21,209,172
0.51
WIRAJA ENTERPRISES PTY LTD
20,000,000
0.48
MR DANIEL WILLIAM IAN MCWHIRTER
19,454,030
0.47
TOTAL
1,627,283,298
39.13%
Substantial Share Holders
The names of substantial shareholders pursuant to the Company’s share register are as follows:
Shareholder name
Ordinary shares held
number
%
1
KABUNGA HOLDINGS PTY LTD
595,994,093
14.33
595,994,093
14.533
Voting Rights
All ordinary shares carry one vote per share without restriction.
ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2024
Page 68 of 75 | ACN 106 353 253
Level 25, 108 St George’s Terrace, Perth WA 6000
www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
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
change
during the year
Volt's Interest
Zavalivskiy
Graphite
Kombinate
Ukraine - Zavallya
Special Permit No.430
None
70%
Volt Graphite Tanzania Plc
Bunyu Graphite Project
Tanzania – Lindi Rural
District
ML 591/2018
None
100%
Tanzania – Lindi Rural
District
ML 592/2018
None
100%
Tanzania - Nachingwea,
Ruangwa
&
Masasi
Districts
PL 10643/2015
None
100%
Tanzania - Ruangwa &
Masasi Districts
PL 10644/2015
None
100%
Tanzania
-
Newala
&
Masasi Districts
PL 10667/2015
None
100%
Tanzania
-
Newala,
Ruangwa
&
Masasi
Districts
PL 10668/2015
None
100%
Tanzania - Ruangwa &
Lindi Districts
PL 10717/2015
None
100%
Tanzania - Ruangwa &
Lindi Districts
PL 10788/2016
None
100%
Tanzania – Masasi District
PL 12448/2023
None
100%
Tanzania – Masasi District
PL 11715/2021
None
100%
KB Gold SARLU –
Guinea - Nzima
EP 22980
Renewal
100%
Kourouss and Mandiana
Projects
Guinea - Monebo
EP 23058
Renewal
100%
Guinea - Kouroussa
EP 22982
Renewal
100%
Guinea - Fadougou
EP 22981
Renewal
100%
Guinea - Kouroussa West
EP 23057
Renewal
100%
Novo
Mines
SARLU
-
Konsolon Project
Guinea - Konsolon
EP 22800
Renewal
100%
ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2024
Page 69 of 75 | ACN 106 353 253
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www.voltresources.com | +61 (0) 8 9486 7788
ASX:VRC
Summary of Results of the Entity’s Annual Review of its Mineral Resources
and Ore Reserves
The Company carries out an annual review of its Mineral Resources and Ore Reserves as required by the ASX
Listing Rules. As of the 30 June 2024, the Company reviewed the Mineral Resource and Ore Reserve inventories
and found
● All Mineral Resource and Ore Reserve statements follow JORC 2012 guidelines.
● Opportunities for the Company to convert lower classified Mineral Resources into higher classification,
and
● Opportunities to convert appropriate Mineral Resources into Ore Reserves,
with follow up exploratory work including but not limited to infill drilling and further metallurgical test work.
The Company is not aware of any new information or data that materially affects the information included in
the Annual Statement about Mineral Resources or Ore Reserves and confirms that all material assumptions and
technical parameters underpinning the estimates continue to apply and have not materially changed as of 30
June 2024.
The company does acknowledge that a draft JORC Code (2025) has been released for comment and review
(https://www.jorc.org/). As this is a draft its provisions do not yet apply but could be relevant for the 2025
resource and reserve review.
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 2024, the Graphite Mineral Resources for Volt Resources were
Bunyu Project
Mt
TGC (%)
Measured
Namangale North (now Bunyu 1)
20
5.3
Total Measured
20
5.3
Indicated
Namangale North (now Bunyu 1)
122
5.2
Namangale South (now Bunyu 2 & 3)
33
4.3
Total Indicated
155
5.0
Inferred
Namangale North (now Bunyu 1)
264
5.0
Namangale South (now Bunyu 2 & 3)
23
3.6
Total Inferred
286
4.9
Total Resource
461
4.9
Notes:
1.
The Mineral Resource is inclusive of the Ore Reserves.
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For the Year Ended 30 June 2024
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2.
Inconsistencies in totals are due to rounding.
3.
Refer to announcement “Pre-Feasibility Study Completed” dated 15 December 2016.
4.
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).
5.
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, the
following table lists the breakdown of the various resources’ flake size
Size
Namangale 1 (now
Bunyu 1)
Namangale 2 (now
Bunyu 2)
Namangale 3 (now
Bunyu 3)
µm
Label
%
%
%
500
Super Jumbo
1
9
5
300
Jumbo
13
29
26
180
Large
29
29
30
150
Medium
12
8
10
75
Small
27
16
19
-75
Fine
18
9
11
Notes:
1.
Inconsistencies in totals are due to rounding.
2.
Refer to announcement “Pre-Feasibility Study Completed” dated 15 December 2016.
As of the 30 June 2024, the Graphite Ore Reserves for Volt Resources were:
Ore Reserve Classification
Ore (Mt)
TGC (%)
Contained Graphite
(Mt)
Proved
Namangale 1 North (now Bunyu 1)
19.3
4.32
0.8
Namangale 2 South (now Bunyu 2)
-
-
-
Namangale 3 South (now Bunyu 3)
-
-
-
Subtotal - Proved
19.3
4.32
0.8
Probable
Namangale 1 North (now Bunyu 1)
95.8
4.4
4.2
Namangale 2 South (now Bunyu 2)
6.4
5.11
0.3
Namangale 3 South (now Bunyu 3)
5.8
3.05
0.2
Subtotal - Probable
108.1
12.56
4.7
Total Ore Reserve
127.4
16.88
5.5
Notes:
1.
Inconsistencies in totals are due to rounding.
2.
Refer to announcement “Pre-Feasibility Study Completed” dated 15 December 2016.
3.
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).
4.
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.
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.
ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2024
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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. Mr Biggs is an independent consultant and has no shareholding in
the company.
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 and Mr Biggs
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’.
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
ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2024
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ASX:VRC
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.
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 2024. 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 14 August 2023 and is further detailed below.
In accord with the Stage 1 Feasibility Study for the Bunyu Graphite Project Tanzania dated 14 August 2023 –
The Bunyu 1 (Stage 1): Mineral Resources & Ore Reserves tables below, relate to the Stage 1 higher grade
portion of the Bunyu 1 deposit, not the entire Bunyu 1 deposit as detailed above.
The July 2018 resource model was developed for investigation of the Stage 1 pit designs. The global Mineral
Resource for Bunyu 1 reported with the 2016 Pre-feasibility Study results, on 15 December 2016 has not been
re-estimated. The July 2018 model is restricted to above 240 mRL and includes only the top two layers of
mineralisation within the southern area and the top four layers of mineralisation within the northern area.
Geological interpretation has identified additional mineralised layers that are not included in the July 2018
resource model: seven within the northern area, eight within the south area and two within the eastern area.
The Mineral Resources have been reported for the July 2018 model at a 2.93% TGC cut-off grade and are
included in the Table below. This cut-off grade was determined from technical and economic assessment of the
mineralisation within the Stage 1 Feasibility Study (FS) pits by Orelogy. This resource tabulation is not a resource
statement for the entire Bunyu 1 project and is presented for validation of the July 2018 resource model which
has been used as the basis of the August 2023 FS Update and associated Ore Reserve.
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
Mt
TGC (%)
Measured
8.0
5.8
Indicated
31.9
5.6
Inferred
36.9
5.1
Total
76.8
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 Ore Reserve developed to support the 2023
Bunyu 1 Stage 1 FS Update, and the associated mine production schedule. The selected mining scenario, based
ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2024
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on the outcomes of an open pit optimisation, was for three pits to be developed over 13 years with a total of
5.4Mt of mill feed being mined.
The scope of the 2023 Bunyu 1 Stage 1 FS Update was to develop a project plan for a relatively small component
of the Bunyu 1 deposit. The 2023 Bunyu 1 Stage 1 FS Update 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 2023 Bunyu 1 Stage 1 FS Update. 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.
To detail the specifications of the minerals reported above, the following table lists the breakdown of the
Bunyu 1(Stage 1) resources’ flake size:
Size
Bunyu 1 (Stage 1)
µm
Label
%
500
Super Jumbo
1
300
Jumbo
11
180
Large
27
150
Medium
15
-150
Small to Fine
46
Notes:
1.
Inconsistencies in totals are due to rounding.
2.
Refer to ASX announcement “Positive Stage 1 Feasibility Study Bunyu Graphite Project, Tanzania” dated 30 July 2018.
The Bunyu 1 (Stage 1): Ore Reserves (not the entire Bunyu 1 deposit)
Material
Ore
Waste
Total
Strip Ratio
Location
Classification
kt
TGC %
kt
kt
North
Proved
1,449.6
5.93%
191.9
2,075.5
0.10
Probable
434.0
5.73%
Subtotal
1,883.6
5.88%
Central
Proved
479.0
6.10%
578.8
1,408.2
0.70
Probable
350.5
5.56%
Subtotal
829.4
5.87%
South
Proved
0.0
0.00%
2,764.1
5,494.6
1.01
Probable
2,730.5
6.46%
Subtotal
2,730.5
6.46%
TOTAL
Proved
1,928.6
5.97%
3,534.7
8,978.3
0.65
Probable
3,515.0
6.28%
Total
5,443.6
6.17%
The 2023 Bunyu 1 Stage 1 FS Update Ore Reserve comprises 35% Proved and 65% Probable Ore Reserves. Both
the 2023 Bunyu 1 Stage 1 FS Update Ore Reserve and Mineral Resource underpinning it have been prepared by
competent persons in accordance with JORC requirements. The 2023 Bunyu 1 Stage 1 FS Update mining
schedule was designed to generate a steady state of 400,000tpa of plant feed annually from Year 2, resulting in
an average feed grade of 6.17% TGC.
ADDITIONAL ASX INFORMATION
For the Year Ended 30 June 2024
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Competent Person’s Statements
The information in the 2023 Bunyu 1 Stage 1 FS Update for the Bunyu Graphite Project Tanzania dated 14
August 2023 that relates to Mineral Resources is based upon information compiled by Mrs Christine Standing
who is a Member of 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 2023 Bunyu 1 Stage 1 FS Update for the Bunyu Graphite Project Tanzania dated 14
August 2023 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 an employee 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.