Volt Resources : Cleansing Prospectus

VOLT RESOURCES LIMITED ACN 106 353 253

PROSPECTUS

For the offer of up to 5,000 Shares at an issue price of $0.016 per Share to raise up to $80 (before expenses).

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter,then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered under this Prospectus should be considered speculative.

TABLE OF CONTENTS

• 1. CORPORATE DIRECTORY ..................................................................................................... 1

• 2. TIMETABLE AND IMPORTANT NOTES .................................................................................... 2

• 3. DETAILS OF THE OFFER ......................................................................................................... 4

• 4. PURPOSE AND EFFECT OF THE OFFER .................................................................................. 6

• 5. RIGHTS AND LIABILITIES ATTACHING TO SHARES ............................................................... 7

• 6. RISK FACTORS ...................................................................................................................... 9

• 7. ADDITIONAL INFORMATION ............................................................................................. 21

• 8. DIRECTORS' AUTHORISATION ........................................................................................... 28

• 9. DEFINITIONS ...................................................................................................................... 29

2439-03/2341426_9

1.

CORPORATE DIRECTORY
Directors	Registered Office
Trevor Matthews	Level 25,
Managing Director	108 St Georges Terrace,
PERTH WA 6000
Asimwe Kabunga
Non-Executive Chairman	T: [phone]
Giacomo (Jack) Fazio	ASX Code
Non-Executive Director
VRC
Company Secretary
Lawyers*
Robbie Featherby
Corrs Chambers Westgarth
Share Registry*	Lawyers
6/123A St Georges Terrace,
Link Market Services Limited	Perth WA 6000
QV1 Building
Level 12, 250 St Georges Terrace	Auditors*
Perth WA 6000
HLB Man Judd (WA Partnership)
T: 1300 554 474 (within Australia)	Level 4,
[phone] (outside Australia)	130 Stirling Street
www.linkmarketservices.com.au
PERTH WA 6000

* These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

• 2. TIMETABLE AND IMPORTANT NOTES

• 2.1 Timetable

  Action	Date
  Lodgement of Prospectus with the ASIC and ASX	29 March 2022
  Opening Date	29 March 2022
  Closing Date*	5:00pm AWST on 1 April 2022
  Expected date of Official Quotation of the Shares	5 April 2022

  * The Directors reserve the right to bring forward or extend the Closing Date at any time after the Opening Date without notice. As such, the date the Shares are expected to commence trading on ASX may vary with any change in the Closing Date.

• 2.2 Important Notes

  This Prospectus is dated 29 March 2022 and was lodged with the ASIC on that date. The ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

  No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. The Offer is only available to those who are personally invited to accept the Offer. Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

  This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

• 2.3 Web Site - Electronic Prospectus

  A copy of this Prospectus can be downloaded from the website of the Company atwww.voltresources.com. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

  The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus, or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

  The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic

Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

• 2.4 Website

  No document or information included on our website is incorporated by reference into this Prospectus.

• 2.5 Risk Factors

  Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 6. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect thevalue of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

• 2.6 Overseas Investors

  The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus.

• 2.7 Forward-looking statements

  This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.

  These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

  Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

  We cannot and do not give any assurance that the results, performance, or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

  We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law.

  These forward-looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 6.