Mr. Kerem Usenmez reports

VOLTA ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Volta Metals Ltd. has closed its previously announced non-brokered private placement by issuing 13,260,700 units of the company at a price of five cents per unit for aggregate gross proceeds of $663,035 on June 13, 2025.

Each unit consists of one common share of the company and one-half common share purchase warrant of the company, with each warrant entitling the holder thereof to purchase an additional share of the company at an exercise price of 10 cents per warrant share for a period of 24 months from the closing of the offering.

The company will use the net proceeds from the offering to close the acquisition of the Springer advanced rare earth and gallium project (see the Feb. 27, 2025, and June 10, 2025, press releases), to initiate exploration work on the company's mineral properties, and for general corporate and working capital purposes.

As in every financing the company has completed to date, certain directors and officers of the company have participated in the offering, increasing insider holdings. The issuance of the units to the insiders constitutes a related party transaction, within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101, pursuant to Section 5.5(a) and Section 5.7(1)(a) of MI 61-101, on the basis that the participation in the offering by the insiders does not exceed 25 per cent of the fair market value of the company's market capitalization.

The securities issued under the offering are 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 closing of the offering is subject to the receipt of all required regulatory approvals, including the approval of the Canadian Securities Exchange (CSE).

Debt settlement

The company has agreed to complete a debt settlement with certain directors of the company, pursuant to which the directors will convert an aggregate of $118,666.60 fees owed to them for 2,373,332 units and a deemed price of five cents per unit. The units are the same as the units issued under the offering and will comprise one share and one-half warrant, with each warrant exercisable for one share at a price of 10 cents per share for a period of two years from the date of issuance. The company has elected to settle the indebtedness through the issuance of common shares to preserve cash and strengthen the company's balance sheet.

The securities issued pursuant to the debt settlement shall be subject to a four-month-plus-one-day hold period commencing on the day of the closing of the debt settlement, as applicable, under applicable Canadian securities laws. The debt settlement is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the CSE.

The debt settlement will constitute a related party transaction, within the meaning of MI 61-101. The company expects to rely on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101, pursuant to Section 5.5(a) and Section 5.7(1)(a) of MI 61-101, on the basis that the debt settlement does not exceed 25 per cent of the fair market value of the company's market capitalization.

About Volta Metals Ltd.

Volta Metals is a mineral exploration company based in Toronto, Ont., and focused on rare earths, gallium, lithium, cesium and tantalum. It owns, has optioned and is currently exploring a critical-minerals portfolio of rare earth, gallium, lithium, cesium and tantalum projects in Ontario, one of the world's most prolific, emerging hardrock lithium districts.

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