VOLT RESOURCES LIMITED — Capital/Financing Update 2017

Oct 8, 2017

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Volt Resources Limited

ABN

28 106 353 253

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares.
	255,110 Fully paid ordinary shares.
	Fully paid ordinary shares.

• See chapter 19 for defined terms.

3436-6262-5541v1

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Yes – fully paid ordinary shares. all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.05 per share. 6 Purpose of the issue Issue of shares in lieu of quarterly interest (If issued as consideration for the payment for one convertible loan holder acquisition of assets, clearly (22,437 shares) and issue of shares in lieu of identify those assets) quarterly interest payment and on conversion of loan for another convertible loan holder (232,673 shares). 6a Is the entity an[+] eligible entity Yes that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 29 November 2016 resolution under rule 7.1A was passed 6c Number of[+] securities issued 255,110 Fully paid ordinary shares. without security holder approval under rule 7.1

• See chapter 19 for defined terms.

3436-6262-5541v1

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Nil
	Nil
	N/A
	N/A
	N/A
	Refer Annexure 1
	6 October 2017.
	Number	+Class
	977,039,299 236,314,931	Fully paid ordinary shares Options exercisable at $0.02 on or before 31 December 2017

• See chapter 19 for defined terms.

3436-6262-5541v1

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	4,500,000 4,200,000 4,200,000 4,200,000 4,200,000 13,500,000	Options exercisable at $0.02 (2 cents) on or before 31 December 2017 Options exercisable at $0.06 (6 cents) on or before 30 April 2019 Options exercisable at $0.08 (8 cents) on or before 30 April 2019 Options exercisable at $0.10 (10 cents) on or before 30 April 2019 Options exercisable at $0.12 (12 cents) on or before 30 April 2019 Performance Rights
	N/A

Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

3436-6262-5541v1

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

3436-6262-5541v1

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

27 If the entity has issued options, N/A and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if N/A applicable) 29 Date rights trading will end (if N/A applicable) 30 How do security holders sell their N/A entitlements in full through a broker? 31 How do security holders sell part N/A of their entitlements through a broker and accept for the balance? 32 How do security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Issue date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

• See chapter 19 for defined terms.

3436-6262-5541v1

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• See chapter 19 for defined terms.

3436-6262-5541v1

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• See chapter 19 for defined terms.

3436-6262-5541v1

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

==> picture [92 x 45] intentionally omitted <==

Sign here: ............................................................ Date: 9 October 2017 (Company secretary)

Print name: Susan Hunter

== == == == ==

3436-6262-5541v1

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [404 x 384] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 953,905,194
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary 12/10/16 – 850,000 shares (on ex of
securities issued in that 12 month
options; LR7.2).
period under an exception in rule 7.2
9/11/16 – 8,485,028 shares (on ex of
• Number of fully paid [+] ordinary
securities issued in that 12 month options; LR7.2)
period with shareholder approval
8/12/16 – 2,200,000 shares (on ex of
• Number of partly paid [+] ordinary options; LR7.2)
securities that became fully paid in that
20/12/16 – 4,500,000 shares (approved
12 month period
29/3/16 and 29/11/16)
Note:
• Include only ordinary securities here – 31/1/17 – 6,343,915 shares (on ex of
other classes of equity securities options; LR7.2)
cannot be added
• Include here (if applicable) the 20/2/17 – 500,000 shares (on ex of
securities the subject of the Appendix options; LR7.2)
3B to which this form is annexed
• It may be useful to set out issues of 26/6/17 – 52 shares (on ex of options;
securities on different dates as LR7.2)
separate line items
Subtract the number of fully paid Nil
+ordinary securities cancelled during that
12 month period
“A” 976,784,189
----- End of picture text -----

• See chapter 19 for defined terms.

3436-6262-5541v1

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	146,517,628
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	7/7/17 - Up to 21,800,000 ordinary shares related to the Convertible Loan Facility. 6/10/17 – 200,000 shares on conversion of Convertible Loan. 6/10/17 – 55,110 shares (interest on Convertible Loan facility).
“C”	22,055,110
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	146,517,628
Subtract“C” Note: number must be same as shown in Step 3	22,055,110
Total[“A” x 0.15] – “C”	124,462,518 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

3436-6262-5541v1

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

Part 2

==> picture [404 x 468] intentionally omitted <==

----- Start of picture text -----

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 976,784,189
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 97,678,418
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [+] equity securities issued Nil
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as
separate line items
“E” Nil
----- End of picture text -----

3436-6262-5541v1

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	97,678,418
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	97,678,418 Note: this is the remaining placement capacity under rule 7.1A

3436-6262-5541v1

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

==> picture [168 x 62] intentionally omitted <==

9 October 2017

Company Announcements Platform Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

By Electronic Lodgement

(ASX: VRC)

Notice Pursuant to Section 708A(5)(e) of the Corporations Act

Volt Resources Limited (ASX:VRC) (“the Company”) issued a total of 255,110 fully paid ordinary shares on 6 October 2017. These shares were included in an Appendix 3B announcement to the Australian Securities Exchange (“ASX”) released today.

The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company gives this notice pursuant to Section 708A(5)(e) of the Act. The shares were issued without disclosure to investors under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act.

The Company, as at the date of this notice, has complied with:

• (a) the provisions of Chapter 2M of the Act as they apply to the Company; and

• (b) Section 674 of the Act.

As at the date of this notice, there is no further information:

• (a) that has been excluded from a continuous disclosure notice in accordance with the ASX listing rules; and

• (b) that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:

• (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

• (ii) the rights and liabilities attaching to the Shares.

By order of the Board

==> picture [92 x 44] intentionally omitted <==

Susan Hunter Company Secretary

Volt Resources Limited ACN 106 353 253 Level 5, 216 St George’s Terrace, PERTH, WA, 6000 Tel: (+618) 9486 7788