Volta Metals announces flow-through offering of up to $500,000 for Falcon work

Volta Metals Ltd. intends to raise a minimum of $150,000 and up to $500,000 by way of a proposed non-brokered private placement of a minimum of 750,000 common shares of the Company that will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Flow-Through Shares") and a maximum of up to 2,500,000 Flow-Through Shares, at a price of $0.20 per Flow-Through Share (the "Offering"). The Company reserves the right to increase the size of the Offering by up to 25%, such that up to an additional 625,000 Flow-Through Shares may be issued to raise aggregate gross process of up to $625,000.

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 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.

Volta's President and CEO, Kerem Usenmez, commented, "In less than a year, Volta has optioned a number of prospective lithium properties in the emerging Seymour-Falcon Lithium field in northwestern Ontario, has discovered Lithium bearing pegmatites and generated various targets that warrant follow up work, including drilling. This Offering, in addition to our existing cash balance, will allow the Company to conduct an initial drill program on the lithium pegmatite system we have identified on the Falcon West Property."

The Company may pay finders' fees in connection with the Offering in cash or securities, or a combination thereof. All securities to be 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 receipt of all necessary approvals, including the approval of the Canadian Securities Exchange.

It is expected that certain directors and officers of the Company (the "Insiders") may participate in the Offering. The participation of Insiders in the Offering 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 directors and officers is anticipated to exceed 25 percent of the Company's market capitalization.

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