Volta Metals Announces Upsizing of Previously Announced Offering

Press Release

Volta Metals Ltd. (December 17, 2023) (CSE: VLTA) (FSE: D0W) (OTC Pink: VOLMF) (“Volta” or the “Company”) is pleased to announce, that as a result of excess demand, it has increased the size of its previously announced non-brokered private placement to raise gross proceeds of up to an aggregate of $2,100,000 (the “Offering”). In all other respects, the terms of the Offering will remain as previously disclosed in the announcement press release dated December 15, 2025.

The Offering will include the issuance of up to 9,130,435 common shares of the Company issued on a “flow-through” basis (the “Flow-Through Shares”) at a price of $0.23 per Flow-Through Share (the “ Offering”). The Flow-Through Shares will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada). The Company reserves the right to increase the size of the Offering by up to 25%, such that up to an additional 2,282,608 Flow-Through Shares may be issued to raise gross proceeds of up to $2,625,000.

The Company will use the gross proceeds from the Offering to incur eligible “Canadian exploration expenses” that will qualify as “flow-through critical mineral mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”) related to the Company’s Springer and Aki projects in Ontario, on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the Flow-Through Shares with an effective date not later than December 31, 2025.

It is expected that certain directors and officers of the Company (the “Insiders”) may participate in the Offering. 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 Flow-Through Shares to be acquired by the participating Insiders nor the consideration to be paid by such Insiders is anticipated to exceed 25 percent of the Company’s market capitalization.

The Offering is expected to close on or about December 22, 2025, and is subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the acceptance by the CSE. The Company expects to use the proceeds of the Offering to follow up on exploration targets by drilling, prospecting, sampling, and geochemical analyses. The Company may issue finders fees in connection with the Offering of cash commission of up to 6% for proceeds placed by eligible finders and finder warrants of up to 6% of the Flow-Through Shares placed by eligible finders, with each Finder’s Warrant exercisable for one common share of the Company at $0.23 for a period of 24 months from the date of issuance.

The securities issued under the Offering 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.

The offered securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

For more information about the Company, view Volta’s website at www.voltametals.ca.

ABOUT VOLTA METALS LTD.

Volta Metals Ltd. (CSE: VLTA) (FSE: D0W) (OTC Pink: VOLMF) is a mineral exploration company based in Toronto, Ontario, focused on rare earth elements, gallium, lithium, cesium, and tantalum. It owns, has optioned and is currently exploring a critical minerals portfolio of rare-earths, gallium, lithium, cesium, and tantalum projects in Ontario, one of the world’s most prolific mining and mineral exploration districts. To learn more about Volta and its Springer REE & Ga and Aki critical minerals projects, 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

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