Volta Announces Private Placement Financing to Advance its Falcon West High-Grade Lithium Project in Ontario, Canada

Volta Metals Ltd. (CSE: VLTA) (FSE: D0W) (“Volta” or the “Company”) is pleased to announce a proposed non-brokered private placement (the “Offering”) to raise proceeds of up to $300,000 on a flow-through basis (the “Flow-Through Private Placement”) together with up to $200,000 on a non-flow-through basis (the “Private Placement”, and together with the Flow-Through Private Placement, the “Offerings”).

The Flow-Through Private Placement will be comprised of units of the Company (each, a “FT Unit”), at a subscription price of $0.06 per FT Unit (the “FT Unit Price”). Each FT Unit will be comprised of one common share of the Company that will qualify as “flow- through share” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one common share purchase warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase a common share of the Company (each, a “Warrant Share”), at an exercise price of $0.10 per Warrant Share, for a period of 24 months from the closing of the Flow-Through Private Placement.

The Private Placement will be comprised of units of the Company (each, a “PP Unit”), at a subscription price of $0.05 per PP Unit. Each PP Unit will be comprised of one common share pf the Company (each, a “Share”) and one half of one common share purchase warrant of the Company (each whole warrant, a “PP Warrant”) of the Company, with each PP Warrant entitling the holder thereof to purchase an additional Share of the Company (a “PP Warrant Share”) at an exercise price of $0.10 per PP Warrant Share for a period of 24 months from the closing of the Private Placement.

The gross proceeds from the pending Flow-Through Private Placement is expected to be utilized to follow up on exploration targets identified from recently announced drill results, geophysical surveys, and geochemical analyses, during the 2024 summer exploration season. The proceeds from the pending Private Placement are expected to be utilized for general corporate and working capital purposes for the Company.

The gross proceeds from the issuance of the FT Units is expected to be used to incur eligible Canadian exploration expenses and will qualify, once renounced to subscribers of the Flow-Through Private Placement, as “flow-through critical mineral mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada), (the “Qualifying Expenditures”), which will be incurred on or before December 31, 2025 and renounced to the subscribers of the Flow-Through Private Placement with an effective date no later than December 31, 2024 in an aggregate amount not less than the gross proceeds raised from the issue of the FT Units.

It is expected that certain directors and officers of the Company (the “Insiders”) may participate in the Offerings. The participation of Insiders in the Offerings will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority

Security Holders in Special Transactions (“MI 61-101”). The Company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the FT Units or PP Units, as applicable, to be acquired by the participating Insiders nor the consideration to be paid by such directors and officers is anticipated to exceed 25 percent of the Company’s market capitalization.

The Offerings are expected to close on or about May 3, 2024 and are subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the acceptance of the CSE.

The securities issued under the Offerings will be subject to a statutory hold period in Canada of four months and a day from the date of issuance in accordance with applicable securities laws.

ABOUT VOLTA METALS LTD.

Volta Metals Ltd. (CSE: VLTA) (FSE: D0W) is a mineral exploration company based in Toronto, Ontario, focused on lithium, cesium, and tantalum. It has optioned and is currently exploring a critical minerals portfolio of lithium, cesium, and tantalum projects in northwestern Ontario, considered one of the world’s most prolific, emerging hard-rock lithium districts. To learn more about Volta and its flagship Falcon West Lithium Project, please visit www.voltametals.ca.

ON BEHALF OF THE BOARD

For further information, contact:

Kerem Usenmez, President & CEO

Tel: 416.919.9060
Email: info@voltametals.ca
Website: www.voltametals.ca

NT4