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VANADIUM RESOURCES LIMITED Board/Management Information 2025

Sep 30, 2025

66018_rns_2025-09-30_fc9d41e9-7a66-48d7-854e-1b0bb576bf7e.pdf

Board/Management Information

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1 October 2025

NEW CEO APPOINTMENT TO DRIVE TOWARDS NEAR-TERM PRODUCTION

HIGHLIGHTS

  • Appointment of experienced South African mining entrepreneur Mr. Nick Diack as Chief Executive Officer with immediate effect.

  • Transition of Mr. John Ciganek to Non-Executive Director after playing a critical role in building a strong foundation for the Company, allowing for its transition towards near-term production.

  • Mr. Diack brings more than a decade of mining finance, private equity and vanadium transaction experience across Sub-Saharan Africa, including an extensive track record across the Bushveld Complex, and most recently raising over ZAR 800 million and leading the acquisition of Vanchem, one of only three primary vanadium processing facilities globally.

  • Mr. Diack's established networks across South African mining houses, global financiers, trading companies and Chinese offtakers complement VR8’s access to financing and marketing channels.

  • Appointment comes alongside the recent appointment of experienced COO and Technical Manager of Vanadium Resources (Pty) Limited (“VanRes”).

  • VR8 with its newly bolstered executive team is well positioned to advance Steelpoortdrift towards near-term DSO production before potentially transitioning to concentrate production and innovative downstream commercialisation opportunities.

Vanadium Resources Limited (ASX: VR8; DAX: TR3) (“VR8” or “the Company”) is pleased to advise on recent changes to the Company’s board and executive team which will lead the ongoing advancement of its worldclass Steelpoortdrift Vanadium Project (“ Steelpoortdrift ” or the “ Project ”).

Commenting on “New CEO Appointment to Drive Steelpoortdrift to Near-Term Production”, Mr Jurie Wessels, Executive Chairman of VR8, said:

Vanadium Resources Limited (ASX.VR8) 7/63 Shepperton Road, Victoria Park, WA 6100 Australia [email protected] • (+61) 08 6158 9990 www.VR8.global

“On behalf of the Board, I would like to thank John for his invaluable contribution to VR8 as CEO and for his ongoing support as he transitions to a Non-Executive Director role. John has been instrumental in building a strong foundation for the Company focused on VR8’s objective of becoming a producer of vanadium pentoxide and other vanadium products. John has brought us successfully to this important inflexion point and graciously stepped aside to allow the Company to grow under changing conditions. We look forward to continuing to benefit from John’s vast expertise and experience at Board level and, when the right time arrives, to benefit from his exceptional financing skillsets once again.

Nick’s appointment as CEO marks the Company’s transition into a new chapter focused on advancing Steelpoortdrift towards near-term production. His proven background in mining finance and vanadium transactions in South Africa, together with his established networks both locally and internationally, are aligned with VR8’s next stage of development. Importantly, Nick’s incentive package is structured to closely align with shareholder outcomes, ensuring strong focus on delivering near-term value as Steelpoortdrift advances multiple potential production opportunities. I look forward to working more closely with Nick as we advance towards production.”

Commenting on “New CEO Appointment to Drive Steelpoortdrift to Near-Term Production”, Mr Nick Diack, Chief Executive Officer of VR8, said:

“I am excited to join VR8 at such a pivotal stage in its journey towards realising the great potential of Steelpoortdrift, a large scale, world-class vanadium asset with the potential to become a cornerstone supplier of ore to downstream global markets and to support VR8’s own downstream beneficiation development initiatives. Having been closely involved in vanadium transactions and resource financing in South Africa throughout my career, I share the Company’s vision for its marquee asset: a vision which prioritises the unlocking of near-term production opportunities to support the advancement of the Company’s business toward production of consistent and superior concentrate and, in due course, when market dynamics allow, to take advantage of complementary downstream growth initiatives. I look forward to working with the executive team, the Board and our stakeholders to realise the full potential of our exceptional vanadium asset.”

CEO APPOINTMENT & BOARD CHANGE

VR8 advises that experienced South African mining entrepreneur, Mr. Nick Diack, has been appointed to lead the Company in the capacity of Chief Executive Officer, effectively immediately. The key terms of Mr. Diack’s employment contract are listed in Table 1 and Table 2. To accommodate Mr. Diack’s appointment, Mr. John Ciganek will transition into a Non-Executive Director role, effectively immediately.

Mr Diack brings over a decade of specialist mining finance, private equity and deal-making experience across Sub-Saharan Africa, with a strong track record in structuring and executing complex transactions in the mining sector. He has extensive experience across South Africa’s Bushveld Complex, and most recently was instrumental in securing and closing the acquisition of Vanchem, which is one of only three primary vanadium processing facilities globally, through Southern Point Resources (SPR), a mining private equity fund he cofounded and managed.

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ABOUT MR. NICK DIACK

Prior to his executive appointment, Mr. Diack co-founded and acted as Managing Director to Southern Point Resources where he raised over ZAR 800m for the investment company’s maiden fund, SPR Fund I SA L.P., using the raised proceeds to acquire Vanchem, a major vanadium processing facility. Mr. Diack previously worked closely with major Chinese mining investment firms, pioneering South Africa's first PGM streaming transaction and securing significant financing for distressed mining companies. Earlier career roles include head of business development for Sentinel Bridge where he developed financing solutions for small-scale mining in Chile. Before that, Mr. Diack was an Associate Partner at Fortis Capital, a mid-market private equity and distressed asset turnaround firm, and a management consultant at MAC Consulting focusing on strategy development and shared services optimisation for major mining companies.

Mr. Diack’s experience and incentive package places him in a strong position to lead Steelpoortdrift towards near-term production, including DSO concentrate production funding and development, and other innovative downstream commercialisation opportunities.

This announcement has been approved for release by the Board of Vanadium Resources Limited.

For further information, please visit https://vr8.global or contact:

Jurie H. Wessels Nick Diack Executive Chairman Chief Executive Officer VANADIUM RESOURCES LIMITED VANADIUM RESOURCES LIMITED E: [email protected] E: [email protected]

Erik Bergseng CFA® Investor Relations P: (612) 8350 0882 E: [email protected]

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TABLE 1 – EMPLOYMENT AGREEMENT – CEO OF VANADIUM RESOURCES LTD

Position CEO
Term Commencing on the Commencement Date and continuing until terminated in
accordance with the terms of this Agreement.
Probationary
Period
3 months
Location Majority of time in Johannesburg, South Africa
Duties
Managing Steelpoortdrift development through all arising community issues
alongside the Executive Chairman to ensure commercial production at the
proposed mine site;

Negotiation of all key commercial sales arrangements for the mine and output
of an integrated beneficiation operation;

Management of finished materials logistics strategy and implementation
thereof;

Procurement strategy and management thereof until such time as dedicated
resource is recruited to manage the procurement function;

Assisting the Board in developing the ongoing strategic trajectory of the
Company;

Management of all key South African and global strategic commercial and
other key stakeholder relationships;

Debt and equity funding initiative development and management;

All brownfield downstream asset business development, transaction
development and transactional execution thereof;

Oversight of all new build beneficiation initiatives and management of all
associated (debt and/or equity) funding arrangements;

Attendance at conferences and roadshows;

All material negotiations and co-drafting of term sheets and MOUs;

All required international and local travel for furtherance of Company
strategic and operational directives;

Provide overall strategy feedback to the board & other executive team
members;

Senior staff performance evaluation;

Management of financial and governance control systems;

Appointment/termination of senior personnel; and

All other such duties necessary for CEO level role.
Remuneration Initial base salary of AUD$4,500 per month (inclusive of statutory benefits in the local
jurisdiction) for a period of six months or such shorter period until the Company
generates free cash flow of ZAR 2,000,000 per month for a period of two consecutive
months,or the Companyhas successfullyconcluded an equityraise from investors for

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at least AU$3,500,000. (Initial Pay Increase Condition or IPIC). Upon the achievement
of the IPIC, the base salary shall be increased at the end of the full month which
follows the date of achievement of the IPIC to a monthly sum which when annualized
would equate to AU$250,000 per annum.
Should the financial position of the Company or the market capitalization materially
improve on a consistent basis for at least six months following the achievement of the
IPIC, the Board shall conduct a remuneration benchmarking exercise to adjust the
base salary to a level commensurate with the remuneration of executives of similarly
performing and similarly sized companies on the ASX.
Equity
Incentives
Subject to the finalisation of a long form agreement memorializing in a manner
customary in Australian and South African law and in accordance with all ASX listing
requirements, including shareholder approval, participation in an Employment Share
Incentive Scheme tailored in accordance and with due consideration of the existing
Employment Share Incentive Scheme of the Company, which participation by Mr
Diack is to be agreed/finalised no later than 90 days after the date of last signature of
his employment contract.
Refer to Table 2.

TABLE 2 – EQUITY INCENTIVES PACKAGE – PERFORMANCE RIGHTS

Incentive Milestone Incentive Shares
DSO Operation Commissioned

DSO operation commissioning shall be defined as the
date upon which 90 days of consecutive ore sales are
achieved at Steelpoortdrift with the installed
capacity to within 15% of the forecast production
rate and unit operating costs over a period of 3
months.

The final total cost of the DSO Operation to be within
15% of the forecast capex estimate and total
_funding. _
2,000,000
Conclusion of Concentrate Off-take Agreement

Concentrate Offtake Agreement Conclusion shall be
defined as the volume of production necessary to
securefinancing for the Concentrate Operation.
2,000,000
Debt and Equity Funding of Concentrator

Conclusion of legally binding agreement for required
debt and/or equity financing to enable design,
procurement and commercial production of
concentratorplant.
2,000,000
Concentrator Commissioning 2,000,000

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Concentrator Commissioning shall be defined as
Commercial Production attained from concentrator
designed, procured and commissioned by the
Company with the installed capacity to within 15%
of the forecast production rate and unit operating
costs over a period of 3 months.

The final total cost of the concentrator to be within
15% of the forecast capex estimate and total
funding.
Closing of Downstream Commercialization Agreement

Defined as the conclusion of any binding agreement
which entitles VR8 to either equity ownership of, or
long term profit sharing in any new or brownfield
vanadium, iron and or titanium beneficiation asset
orgroup of assets.
5,000,000
Debt / Equity funding of Downstream Commercialisation
Agreement

Conclusion of legally binding agreement for required
debt and/or equity financing to enable commercial
production from Downstream Commercialisation
asset.
2,000,000
Company Performance – Tier I

Average Market Capitalisation of >AUD$100m for a
period of 60 days or longer.
10,000,000
Company Performance – Tier II

Average Market Capitalisation of >AUD$150m for a
period of 60 days.
5,000,000
Total Performance Rights:

Further rights may be made available in accordance
with the terms and conditions of the agreement.
30,000,000

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APPENDIX 1 – MINERAL RESOURCE ESTIMATE

The Mineral Resource statement as reported on 4 October 2022[1] was as follows:

Table 1: Mineral Resource Estimate (as at 30 April 2022)

CLASSIFICATION VOLUME
**(M m3) **
QUANTITY
(Mt)
QUALITY
% V2O5
(In-situ)
CONTAINED
V2O5
(Mt)
QUALITY
% Fe2O
(In-Situ)
CONTAINED
Fe2O
(Mt)
Measured 43.77 145.46 0.72 1.05 22.47 32.68
Indicated 98.75 327.29 0.70 2.29 22.80 74.62
Inferred 63.41 207.38 0.68 1.40 22.90 47.49
Total Mineral Resource 205.93 680.13 0.70 4.74 22.76 154.80

Source: Sound Mining, 2022 Notes:

  • Stated at a cut-off grade of 0.45% V2O5;

  • The Mineral Resources are stated on a 100% attributable basis for VanRes, of which VR8 owns 86.49%;

  • The Mineral Resources are inclusive of Ore Reserves; and

  • Reported in-situ with any apparent computational errors due to rounding not considered significant.

APPENDIX 2 – ORE RESERVE

The updated Ore Reserve statement as at 30 September 2022 was as follows:

Table 2: Ore Reserves as at 30 September 2022

CLASSIFICATION QUANTITY
(Mt)
QUALITY
(% V2O5 RoM)
CONTAINED V2O5
(Mt)
Proved Ore Reserves 30.23 0.70% 0.21
Probable Ore Reserves 46.62 0.72% 0.34
Total Ore Reserves 76.86 0.72% 0.55

Source: Sound Mining, 2022 Notes:

  • The Ore Reserves are stated at a price of USD9.50/lb;

  • The Ore Reserves are stated on a 100% attributable basis for VanRes, of which VR8 owns 86.49%;

  • The LoM was restricted to a production forecast of 25 years whereafter the mining licence will need to be renewed;

  • The Ore Reserves are reported at the point of delivery for processing;

  • The Quantity is reported in metric tonnes and the Grade reported as a percentage of contained V2O5;

  • Any apparent computational errors due to rounding are not considered significant;

  • The Ore Reserves may be subject to legal, political, environmental or other risks;

  • Losses that could occur as a result of transportation of content or Flake are considered to be negligible; and

  • 39% of the Ore Reserves are in the Proved category and no Inferred Mineral Resources included in the Ore Reserve estimate.

1 Refer to ASX Announcement 4 October 2022 “VR8 Updates Mineral Resource and Ore Reserve for the Steelpoortdrift Vanadium Project”

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Competent Person’s Statement and Compliance Statements

The information in the referenced announcements footnoted above that relates to Exploration Results, including the Mineral Resources contained within the Production Target (and forecast financial information derived from the production targets) at the Steelpoortdrift project has previously been released to the ASX. The Company confirms that it is not aware of any information or data that materially affects the information included in the market announcement, and that all material assumptions and technical parameters underpinning the announcement continue to apply. 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 announcements.

Mineral Resources

The Company confirms it is not aware of any new information or data that materially affects the information included in the 4 October 2022 (VR8 updated mineral resource and ore reserve for the Steelpoortdrift Vanadium Project) Vanadium Resource estimate and all material assumptions and technical parameters underpinning the estimate continue to apply and have not materially changed when referring to its resource announcement made on 04 October 2022. 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 announcements.

Ore Rese rves

The Company confirms that it is not aware of any new information or data that materially affects the information included in the Ore Reserves Statement and that all material assumptions and technical parameters underpinning the estimates in the Ore Reserves Statement continue to apply and have not materially changed. The Information that has been presented in this report has been extracted from the announcement dated 4 October 2022 (VR8 updated mineral resource and ore reserve for the Steelpoortdrift Vanadium Project). 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 announcements.

Disclaimer

Some of the statements appearing in this announcement may be in the nature of forward-looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industries in which VR8 operates and proposes to operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets, among other things. Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statement. No forward-looking statement is a guarantee or representation as to future performance or any other future matters, which will be influenced by a number of factors and subject to various uncertainties and contingencies, many of which will be outside VR8’s control.

VR8 does not undertake any obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions or conclusions contained in this announcement. To the maximum extent permitted by law, none of VR8, its directors, employees, advisors or agents, nor any other person, accepts any liability for any loss arising from the use of the information contained in this announcement. You are cautioned not to place undue reliance on any forward-looking statement. The forward-looking statements in this announcement reflect views held only as at the date of this announcement.

This announcement is not an offer, invitation or recommendation to subscribe for, or purchase securities by VR8. Nor does this announcement constitute investment or financial product advice (nor tax, accounting or legal advice) and is not intended to be used for the basis of making an investment decision. Investors should obtain their own advice before making any investment decision.

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