Mr. Kerem Usenmez reports

VOLTA CLOSES OPTION AGREEMENT TO ACQUIRE INTEREST IN SPRINGER REE & GALLIUM DEPOSIT IN ONTARIO AND CLOSES SHARES FOR DEBT TRANSACTION

Further to its previous news release dated June 10, 2025, Volta Metals Ltd. has closed the acquisition of an option to acquire an initial 80-per-cent interest and up to a 100-per-cent interest in the Springer rare earth and gallium deposit in Ontario, Canada, pursuant to an option agreement dated June 9, 2025, with RZJ Capital Management LLC, and subject to certain encumbrances as discussed in the announcement press release.

In connection with the closing of the agreement, the company issued 10 million common shares to the vendor and made an aggregate cash payment of $320,400. The vendor shares are subject to a four-month-plus-one-day hold period under applicable Canadian securities laws and, in addition, are subject to the following trading restrictions: 2.5 million vendor shares shall not be tradable until after the date that is six months from the date hereof; 2.5 million vendor shares shall not be tradable until after the date that is 12 months from the date hereof; and 2.5 million vendor shares shall not be tradable until after the date that is 18 months from the date hereof. Please see the announcement press release for additional details of the agreement.

Debt settlement

The company also announces that it has closed its previously announced debt settlement, pursuant to which the company issued 2,473,332 units of the company at a deemed price of five cents per unit to settle $123,667 in aggregate indebtedness. Each unit consists of one common share of the company and one-half of one 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 debt settlement. The company has elected to settle the indebtedness through the issuance of units 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 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 Canadian Securities Exchange.

Certain directors of the company participated in the debt settlement for an aggregate of 2,373,332 units. Accordingly, the debt settlement will constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on exemptions 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.

Early warning report

Prior to the closing of the transaction, the vendor did not own or exercise control and direction over any shares. Following closing of the transaction, the vendor owns or exercises control and direction over 10 million shares, 11.71 per cent of the total issued and outstanding shares on both a non-diluted and partially diluted basis.

The shares were acquired by the vendor for investment purposes and depending on market and other conditions, the vendor may, from time to time, in the future, increase or decrease his ownership, control or direction over securities of the company through market transactions, private agreements or otherwise. For the purposes of this notice, the address of the vendor is 48 Brighton St., Cottesloe, Western Australia, Australia, 6011.

In satisfaction of the requirements of National Instrument 62-104, Take-Over Bids and Issuer Bids, and NI 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of the shares by the vendor will be filed under the company's SEDAR+ profile.

About Volta Metals Ltd.

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

We seek Safe Harbor.