Mr. V-Bond Lee reports

VOLT CARBON TECHNOLOGIES ANNOUNCES PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO C$600K

Volt Carbon Technologies Inc. intends to complete a non-brokered private placement for aggregate gross proceeds of up to $600,000. The offering will include the issuance and sale of the following:

• Up to 16,666,667 flow-through units of the company at a price of three cents per flow-through unit for gross proceeds of up to $500,000 from the sale of flow-through units;
• Up to four million units of the company at a price of 2.5 cents per unit for gross proceeds of up to $100,000 from the sale of units.

The company has engaged Red Cloud Securities Inc., as an arm's-length finder, to source investors for the offering on a best-effort basis. In consideration for its services, Red Cloud will receive a cash finder's fee equal to 7.0 per cent of the gross proceeds raised from parties introduced by Red Cloud. Additionally, Red Cloud will receive an amount of non-transferable finder warrants that are exercisable for that number of common shares equal to 7.0 per cent of the number of the: (i) flow-through units sold to identified parties with an exercise price of three cents per common share; and (ii) units sold to identified parties with an exercise price of 2.5 cents per common share. The finder warrants will be exercisable for a period of 24 months.

Each flow-through unit will consist of one common share of the company to be issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each unit will consist of one common share and one-half of one warrant. Each whole warrant will entitle the holder thereof to purchase one common share at a price of five cents at any time for a period of 24 months from the date of issuance of the offered security.

The company intends to use the net proceeds from the flow-through units for the exploration of the company's mineral interests in Quebec and the net proceeds from the units for general working capital purposes. The gross proceeds from the issuance of the flow-through shares will be used to incur resource exploration expenses which will constitute Canadian exploration expenses, as defined in Subsection 66.1(6) of the income tax act, and flow-through mining expenditures, as defined in Subsection 127(9) of the income tax act, which will be renounced with an effective date no later than Dec. 31, 2024, to the purchasers of the flow-through units in an aggregate amount not less than the gross proceeds raised from the issue of the flow-through shares.

The company expects to complete the offering on or around Dec. 17, 2024. The closing of the offering is subject to receipt of all necessary regulatory approvals, including the TSX Venture Exchange. Finder's fees will be payable in accordance with the policies of the TSX-V. The securities issued under the offering will be subject to a hold period ending on the date that is four months plus one day following the date of issue in accordance with applicable securities laws. No insiders intend to participate in the offering and no new control persons will be created under the offering.

About Volt Carbon Technologies Inc.

Volt Carbon is a publicly traded carbon science company, with specific interests in energy storage and green energy creation, with holdings in mining claims in the provinces of Ontario, Quebec and British Columbia in Canada.

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