Volta Metals increases placement to $1.5-million

Executive Summary

• Volta Metals Ltd. has agreed to upsize its previously announced non-brokered private placement due to excess demand, increasing the maximum aggregate gross proceeds from $1.5 million to $1.875 million.
• The offering consists of common units and flow-through units (FT units), with insiders expected to participate in the financing.
• Proceeds from FT units will be used for eligible Canadian exploration expenses related to the Springer and Aki projects in Ontario, with renunciations effective by Dec. 31, 2025.

Key Details

• Offering Size Increase: Gross proceeds increased to up to $1,875,000 (up from $1,500,000).
• Unit Structure (Common Units):
  • Up to 18.75 million units at $0.08 per unit.
  • Each unit comprises one common share and one common share purchase warrant.
  • Warrants entitle holder to purchase additional shares at $0.15 per warrant share for 24 months from closing.
• Unit Structure (Flow-Through Units):
  • Up to 15 million FT units at $0.10 per FT unit.
  • Each FT unit comprises one common share and one warrant.
  • FT shares qualify as flow-through shares under Subsection 66(15) of the Income Tax Act (Canada).
• Upsizing Mechanism: Company reserves right to increase offering by up to 25%, allowing for an additional 4,687,500 common units or 3.75 million FT units, raising up to an additional $375,000.
• Use of Proceeds:
  • FT Units: To incur eligible Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures for the Springer and Aki projects (Ontario). Expenditures to be incurred on or before Dec. 31, 2026.
  • Renunciation: All qualifying expenditures to be renounced in favor of FT unit subscribers with an effective date not later than Dec. 31, 2025.
  • Net Proceeds: Used for exploration at mineral properties and general corporate/working capital purposes.
• Insider Participation: Directors and officers are expected to participate, increasing insider holdings. This constitutes a related party transaction under MI 61-101.
• Regulatory Exemptions: Company relies on exemptions from formal valuation and minority shareholder approval requirements under MI 61-101 (Sections 5.5(a) and 5.7(1)(a)) as insider participation will not exceed 25% of market capitalization.
• Closing Conditions: Subject to regulatory approvals, including the Canadian Securities Exchange.
• Hold Period: Securities subject to a statutory hold period of four months and one day from issuance in Canada.