VOLT GROUP LIMITED — Investor Presentation 2017

Dec 17, 2017

Volt Power Group Limited

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Investor Presentation

• Acquisition of Wescone

• Acquisition of 50% EcoQuip Australia

• • $4.75 million Capital Raising

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Disclaimer

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IMPORTANT NOTICES AND COMPETENT PERSON'S STATEMENT

This document has been independently prepared by Volt Power Group Limited ( Volt ) in relation to a placement of new shares by Volt.

This document is intended only for those persons to whom it is delivered personally by or on behalf of Volt. By attending this presentation, you represent and warrant that you are a person to whom an offer of securities may be made without a disclosure document (as defined in the Corporations Act 2001 (Cth) ( Corporations Act )) on the basis that you are exempt from the disclosure requirements of Part 6D.2 in accordance with Section 708(8) or 708(11) of the Corporations Act.

This document is for informational purposes only. This document does not constitute or contain an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any security in Volt. This document is not a prospectus, product disclosure statement or other offering document under Australian law or any other law, will not be lodged with the Australian Securities and Investments Commission, and may not be relied upon by any person in connection with an offer or sale of Volt securities.

Summary information

This document contains a summary of information about Volt and its activities that, unless otherwise stated, is current as at the date of this document. The information in this document is general in nature and does not contain all the information which a prospective investor may require in evaluating a possible investment in Volt or that would be required in a prospectus or a product disclosure statement prepared in accordance with the Corporations Act or the securities laws of any other jurisdiction.

No liability

The information contained in this document has been prepared in good faith by Volt, however no guarantee, representation or warranty expressed or implied is or will be made by any person (including Volt and its affiliates and their directors, officers, employees, associates, advisers and agents) as to the accuracy, reliability, correctness, completeness or adequacy of any statements, estimates, options, conclusions or other information contained in this document. No person other than Volt is responsible for the preparation of this document.

To the maximum extent permitted by law, Volt and its affiliates and their directors, officers employees, associates, advisers and agents each expressly disclaims any and all liability, including, without limitation, any liability arising out of fault or negligence, for any loss arising from the use of or reliance on information contained in this document including representations or warranties or in relation to the accuracy or completeness of the information, statements, opinions, forecasts, reports or other matters, express or implied, contained in, arising out of or derived from, or for omissions from, this document including, without limitation, any financial information, any estimates or projections and any other financial information derived therefrom.

Statements in this document are made only as of the date of this document unless otherwise stated and the information in this document remains subject to change without notice. No responsibility or liability is assumed by Volt or any of its affiliates for updating any information in this document or to inform any recipient of any new or more accurate information or any errors or mis-descriptions of which Volt and any of its affiliates or advisers may become aware.

Forward looking statements

Certain information in this document refers to the intentions of Volt, but these are not intended to be forecasts, forward looking statements or statements about the future matters for the purposes of the Corporations Act or any other applicable law. The occurrence of the events in the future are subject to risk, uncertainties and other actions that may cause Volt’s actual results, performance or achievements to differ from those referred to in this document. Accordingly Volt and its affiliates and their directors, officers, employees and agents do not give any assurance or guarantee that the occurrence of these events referred to in the document will actually occur as contemplated.

Statements contained in this document, including but not limited to those regarding the possible or assumed future costs, performance, dividends, returns, revenue, exchange rates, potential growth of Volt, industry growth or other projections and any estimated company earnings are forward looking statements. Forward-looking statements can generally be identified by the use of words such as ‘project’, ‘foresee’, ‘plan’, ‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similar expressions. These statements relate to future events and expectations and as such involve known and unknown risks and significant uncertainties, many of which are outside the control of Volt. Actual results, performance, actions and developments of Volt may differ materially from those expressed or implied by the forward-looking statements in this document.

Such forward-looking statements speak only as of the date of this document. There can be no assurance that actual outcomes will not differ materially from these statements. To the maximum extent permitted by law, Volt and any of its affiliates and their directors, officers, employees, agents, associates and advisers:

• disclaim any obligations or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions;

• do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the information in this document, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement; and

• disclaim all responsibility and liability for these forward-looking statements (including, without limitation, liability for negligence).

Not financial product advice

This document does not it constitute financial product advice or take into account your investment objectives, taxation situation, financial situation or needs. This document consists purely of factual information and does not involve or imply a recommendation of a statement of opinion in respect of whether to buy, sell or hold a financial product.

An investment in Volt is considered to be speculative in nature. Before making any investment decision in connection with any acquisition of securities, investors should consult their own legal, tax and/or financial advisers in relation to the information in, and action taken on the basis of, this document.

Acceptance

Each recipient of this document is deemed to have accepted the qualifications, limitations and disclaimers contained herein.

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Business Overview

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New Technology/Innovative Equipment Supply – Resource Sector Focus

Existing Business Business Acquisitions EcoQuip ATEN ‘waste heat to power’ Wescone Sample Crushers

EcoQuip Mobile Solar LED/Wi-Fi (50%)

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Contract/Rental Equipment Supply Revenue Model

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Wescone Acquisition Overview

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Competitive Advantage

Market Presence

Growth Opportunity

Purchase Price

Vendor Commitment

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• 25-year successful operating track record

• 25-year relationships with major Pilbara mining houses

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• Proprietary ownership, manufacture & supply of unique “best in class” sample cone crusher

• Approx. 280 W300 sample crushers installed / operating across three continents

• Pilbara iron ore assay lab, ROM and Port embedded infrastructure (~165 crushers installed)

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• Broader assay laboratory market (Aust)

• New Pilbara iron ore projects (South Flank, Mesa B/C, other)

• Off-shore iron ore & assay labs

• Waste Industry – glass recycling & other marine

• Business model transition opportunity – from sale & service to “serviced rental contract”

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• Upfront consideration - $4.75M in cash and $0.25M in Volt Shares @ $0.0025/share

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• 25% Revenue Royalty on revenues > $2M (pa) ($6M cap), thereafter 2%

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• 3-year Wescone General Manager contract - Vendor

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• 25% Revenue Royalty earn out

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• $0.25M in Volt Shares – part purchase price

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EcoQuip 50% Acquisition Overview

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• Mobile solar LED Lighting Tower: ~50% cheaper than diesel fuelled alternative

Competitive Advantage

• Zero fuel, zero oil, zero service and maintenance, zero environmental risk

• US Military mast & resource sector build quality spec.

• Fully automated light operation, GPS enabled, retro-fit Wi-Fi repeater & CCTV capability

Market Presence

Vendor Commitment

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• Early stage business set for growth

• Existing 25 unit rental fleet – deployed

• General Manager Contract

• 50% interest retained by Vendor / Founder

• 6 years Design Development (Gen 4) “best in class”

(MSPT Gen 3)

Growth Opportunity

• Compelling opportunity to displace diesel-fuelled alternatives

• Rental Fleet Growth – resource sector (inc. resource services) & construction sector

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Purchase Price

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• Autonomous mining (Wi-Fi & CCTV)

• $1M subscription (future funding) & $0.15M Volt Shares to vendor for EcoQuip Shares

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• 50% EcoQuip ownership

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EcoQuip – The Growth Opportunity

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Salient Commentary Capex for each Stage
3.0
•
$1M Volt subscription for working capital & ~ 15 to 20 MSPT LED rental fleet expansion
2.5
•
18-month payback (@ LED diesel market price) reducing to 15-months (build efficiencies)
2.0 $1.8 M
•
3 stage growth plan executed over 24 months (to 150 rental fleet deployment) 1.5
$1.1 M
• 1.0
New Fleet Financing 50% Equipment Finance
$0.5 M
.5
•
Significant Addressable Market – global resource services and construction
.0
• 1 2 3
Graphs represent business performance at the completion of each proposed stage
Stages
MSPT LED Lighting Towers Revenue EBITDA
160 150 3.5 2.5 $2.3m
$3.1 M
140 3.0
2.0
120
2.5
100
1.5
80 2.0
$1.6 M
80
$1.0m
1.5
1.0
60
15
1.0 $0.8 M
40
.5
20 .5 $0.2m
25
0 .0 .0
1 2 3 1 2 3 1 2 3
Stages Stages Stages
Capex ($'M)
LED Towers
Revenue ($'M) EBITDA ($'M)
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Existing Business – ATEN Technology Overview

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• Waste heat recovery equipment solution designed to generate zero emission electricity

ATEN Technology

• Comprises modular system of heat recovery, heat exchange, power generation and auxiliary skids (broad capability)

• Previous Company management spent >$25M on ATEN development

• 80% of global energy production is based on fossil fuel consumption

The ATEN Opportunity

• Existing thermal energy systems vent 50% of energy produced to atmosphere

• Compelling opportunity exists to capture this heat to generate zero emission electricity

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• No fuel cost - low cost electricity generation

• Climate Benefit - zero emission electricity

ATEN Advantage

• Simple modular design - broad compatibility, low capex

• Unmanned operation & automated - low opex

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ATEN Development Achievements

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• ATEN Engineering Review complete (technical viability confirmed)

Technical Milestones

• Site specific Feasibility Study completed subject to Peer Review Process (+/-25%)

• Significant flowsheet improvement opportunities identified (confirmation underway)

• FEED Study detailed work to commence in early FY18

• Major WA resources company providing key FEED study data & discussions continuing

Commercialisation

• Power supply contract negotiations expected to commence in Q2 2018

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• Extensive remote “off-grid” power station market opportunity – (resource sector and communities)

Potential Market

• High and low grade industrial waste heat – (cement production & boilers)

• Key equipment suppliers engaged

Delivery Partners

• ECM (major shareholder) to construct and commission first ATEN installation subject to securing power supply contract

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Strategic Rationale

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Strategic Vision

EcoQuip Competitive Advantage

Wescone Competitive Advantage

• To build a fleet of innovative, competitively advantaged equipment deployed under “serviced rental contract” business model (annuity revenue characteristics)

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• Complementary to ATEN commercialisation & ‘roll-out’

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• Market disruptive to diesel-fuelled LED, Wi-Fi mobile solutions

• Reduce user opex 50% (no fuel, no oil, maintenance)

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• 12-15 month capex payback (@ LED diesel market service rental price)

• Zero emissions, Zero Fuel, minimal labour

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• 25 MSPT LED Light Tower Fleet existing

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• 24-month plan to grow fleet to 150+ LED towers

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• 25-year established business

• • Proprietary owner of high speed cone sample crusher

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• Opportunity for growth – new projects and waste sector

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• Extensive footprint in Pilbara iron ore sector (~165+ crushers)

• Embedded Infrastructure / component IP ownership

• Transitioning to a contract equipment rental business model

• Transition triggered by maintenance requirements

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$4.75M Capital Raising Overview

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Offer size & structure

• Private Placement to sophisticated & professional investors to raise $4.75M

• • Equates to this issue of 1,900,000,000 new Shares

• • Exceeds 15% Threshold therefore Shareholder Approval Required (funding required post shareholder approval)

• Placement price of 0.25 c/Share, represents:

• Offer Pricing o ~28.5% discount to 75-day+ VWAP (0.35+ c/Share since 1 Sept ‘17) o 50% discount to last traded price of 0.5 c/Share

• Use of Proceeds Fund the Acquisition of Wescone (net) • Purchase of 50% interest in EcoQuip funded with existing cash

• Ranking • New Shares issued under the Private Placement will rank equally with existing Shares

• Commitments secured for $4.75M subject to Shareholder Approval (est. meeting date 22 January 2018)

• Timing • Funding by 18 January 2018 held in trust (post Shareholder meeting release to fund Wescone acquisition completion)

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Capital Structure and Valuation

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Share Register	Pre Raising%	# Shares (bln)	Post Raising%	# Shares (bln)
ECM and Associates	57.6	3.56	45.1	3.71
CEO & Managing Director	11.5	0.71	11.0	0.91
June 2017 DOCA Raise/Relist	21.5	1.33	16.1	1.33
Pre-Admin/DOCA Shareholders	9.4	0.59	7.2	0.59
$4.75M December Raising*/Vendors	0.0	0.00	20.6	1.70
Total	100.0	6.19	100.0	8.24

Valuation	15 Dec 2017
Cash @ Bank (pre-Wescone deposit)	$2.3M
ATEN Technology*	$12.0M
Total	$14.3M
Pre Market Cap @ $0.0025/Share	$15.5M
Post Market Cap @ $0.0025/Share	$20.5M

*Valuation estimate

• Excludes ECM & Associates / Volt CEO & Managing Director participation

Post Acquisitions & Raising

ECM & Associates, ECM Staff and Volt CEO & Managing Director investing approx. $1.50M

Existing Register

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9.4%
21.5%
57.6%
11.5%
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ECM and Associates CEO & Managing Director June 2017 DOCA Raise/Relist Pre-DOCA/Admin shareholders

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20.6%
45.1%
7.2%
16.1%
11.0%
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ECM and Associates

CEO & Managing Director Pre-DOCA/Admin Shareholders

June 2017 DOCA Raise/Relist

$5M December Raising (Non ECM & Associates/Director Related)

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Sources & Uses of Funds

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Sources	(A$M)	Uses	(A$M)
Private Placement Proceeds Volt Cash at Bank (1/1/18) R&D Tax Rebate (FY16 ATO lodged)	4.75 2.10 0.35	Wescone Acquisition EcoQuip Investment Transaction Costs (est $0.25M) ATEN & Working Capital	4.55 1.00 0.25 1.40
Total sources of funds	7.20	Total uses of funds	7.20

• Wescone business model transition period fully funded from acquisition (acquired with $0.2M cash, $0.25M inventory & $0.20M Assets)

• EcoQuip $1M subscription monies & Stage 1 Growth Plan sufficient to fund to positive cashflow position by June 2018

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Appendix 1

Capital Structure	Capital Structure
Shares on issue	6,194M
Options on issue	390M
Market Cap (@ 0.4 c/Share)	$24M
Cash	$2.4M
Debt	Nil
Enterprise Value	$24M
Market Cap (@ Placement 0.25 c/Share)	$15.5M

Existing Share Register

Existing Register

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9.4%
21.5%
57.6%
11.5%
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ECM and Associates CEO & Managing Director June 2017 DOCA Raise/Relist Pre-DOCA/Admin shareholders

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Share Price

0.4 c/Share 0.2 c/Share

Board and Management	Board and Management
Board
Simon Higgins	Non-Executive Chairman
Adam Boyd	CEO & Managing Director
Peter Torre	Non-Executive Director
Ian Sydney	Company Secretary
Management
Tim Banner	Lead Process Engineer
ECM Group	Back Office & Technical Services

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