VOLT RESOURCES LIMITED — Capital/Financing Update 2021

Jul 27, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

VOLT RESOURCES LIMITED

Date of this announcement

Wednesday July 28, 2021

The +securities the subject of this notification are:

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Other

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Convertible Notes	4,400,000	26/07/2021
to be confirmed
New class - code	Unquoted Options	30,000,000	26/07/2021
to be confirmed

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

VOLT RESOURCES LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

28106353253

1.3 ASX issuer code

VRC

1.4 The announcement is

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New announcement

1.5 Date of this announcement

28/7/2021

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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Other

Please specify

Issue of Convertible Notes and Options announced in an Appendix 3B on 26/7/21.

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

New +securities ASX +security code +Security description New class - code to be confirmed Convertible Notes +Security type ISIN code +Convertible debt securities Date the +securities the subject of this notification were issued 26/7/2021 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Yes Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://www.asx.com.au/asxpdf/20210727/pdf/44yp2204c660vy.pdf

+Convertible debt securities Details

Type of +security Convertible note or bond +Security currency Face value Interest rate type USD - US Dollar USD 4,400,000.00000000 Fixed rate Frequency of coupon/interest payments per year First interest payment date Monthly 26/9/2021 Interest rate per annum Is the interest rate per annum estimated at this time? No 5.00 %

s128F of the Income Tax Assessment Act status applicable to the +security

s128F exemption status unknown

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Is the +security perpetual (i.e. no maturity)? Maturity date No 26/1/2023 Select other feature(s) applicable to the +security Convertible Redeemable

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

Details of the existing class of +security that will be issued if the securities are converted, transformed or exchanged

Other

Description

Convertible up to a maximum of 300,000,000 fully paid ordinary shares (VRC).

Any other information the entity wishes to provide about the +securities the subject of this notification

Refer Appendix 3B released to ASX on 26 July 2021.

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Refer Appendix 3B released to ASX on 26 July 2021.

Issue details

Number of +securities

4,400,000

Were the +securities issued for a cash consideration?

Yes In what currency was the cash consideration being What was the issue price per +security? paid? USD - US Dollar USD 1.00000000 Purpose of the issue Other

Additional Details

Refer ASX Announcement and Appendix 3B released to ASX on 26 July 2021.

New +securities

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ASX +security code +Security description New class - code to be confirmed Unquoted Options

+Security type ISIN code Options

Date the +securities the subject of this notification were issued

26/7/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

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Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

https://www.asx.com.au/asxpdf/20210727/pdf/44yp2204c660vy.pdf

Options Details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.05000000 26/7/2024

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

Description

Each Option may be exercised into one fully paid ordinary share (VRC).

Any other information the entity wishes to provide about the +securities the subject of this notification

Refer Appendix 3B lodged on 26 July 2021.

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Refer Appendix 3B lodged on 26 July 2021.

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Issue details

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Number of +securities

30,000,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

Issued in consideration for the Noteholder agreeing to subscribe for the convertible debt securities. Refer ASX announcement dated 26 July 2021.

Purpose of the issue

Other

Additional Details

Refer ASX announcement dated 26 July 2021.

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
VRC : ORDINARY FULLY PAID	2,440,051,585
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
VRCAD : OPTION EXPIRING 15-MAY-2022 EX 1C	55,000,000
VRCAB : PERFORMANCE RIGHTS	15,000,000
VRCAU : OPTION EXPIRING 23-OCT-2023 EX $0.022	69,450,002
New class - code to be confirmed : Convertible Notes	4,400,000
New class - code to be confirmed : Unquoted Options	30,000,000

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

4,400,000 Convertible Notes (convertible into a maximum of 300,000,000 shares) and 30,000,000 options with each option being exercisable into 1 fully paid ordinary share.

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? N/A

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