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Volta Metals announces alosing of Private Placement for Falcon West

Nov 3, 2023

Volta Metals Ltd. has closed its previously announced non-brokered private placement for aggregate gross proceeds of $220,000 through the issuance of 1,100,000 common shares of the Company that qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Flow-Through Shares") at a price of $0.20 per Flow-Through Share (the "Offering").

The gross proceeds from the Offering will be used by the Company 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 mineral projects in Northwestern, Ontario, on or before December 31, 2024. 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, 2023.

The Company paid a cash commission to a certain finder of an aggregate of $6,400. The Flow-Through Shares issued under the Offering will be subject to a hold period of four months and one day from their date of issuance in accordance with applicable Canadian securities laws.

The closing of the Offering is subject to certain conditions including, but not limited to, the final acceptance of the Canadian Securities Exchange.

Certain directors and officers of the Company (the "Insiders") subscribed to the Offering for an aggregate of 700,000 Flow-Through Shares. The issuance of the 700,000 Flow-Through Shares to the Insiders constitutes 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 is 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 exceeds 25 percent of the Company's market capitalization.


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