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BOLT.CN ·

Bolt Metals Announces Closing of Debt Settlement

Share Capital & Compensation

Bolt Metals Announces Closing of Debt Settlement

Vancouver, B.C. – August 23, 2024 – Bolt Metals Corp. (“Bolt” or the “Company”) (CSE: BOLT)

(OTCQB: PCRCF) (XFRA: NXFE) announces that further to its news release dated August 16, 2024 and

clarifying and amending news release dated August 19, 2024, it has issued a total of 648,148 common

shares (each a “Common Share”) at a price of $0.3375 per common share to settle outstanding

indebtedness in the aggregate amount of $ 218,750.00 (the “Debt”) pursuant to debt settlement

agreement with the Company’s President, CEO and Director (the “Creditor”) (the “Debt Settlement”). All

securities issued by the Company are subject to a standard four-month hold period from the date of issue.

The participation of the Creditor in the Debt Settlement constitutes a "related party transaction", as such

term is defined in Multilateral Instrument 61-101 — Protection of Minority Shareholders in Special

Transactions ("MI 61-101"). The Company is relying on the exemption from the valuation requirement in

section 5.4 of MI 61-101 and the minority shareholder approval requirement in section 5.6 of MI 61-101

in reliance on (respectively) section 5.5(g) of MI 61-101, as the Company is not listed or quoted on one of

the markets specified therein, and section 5.7(1)(e) of MI 61-101, as (i) the Company is insolvent or in

serious financial difficulty, (ii) the Debt Settlement is designed to improve the financial position of the

Company, (iii) the Company is not currently subject to any of the proceedings contemplated by Section

5.5(f)(i) of MI 61-101, (iv) the Company has two directors independent of the Debt Settlement and (v) the

completion of the Debt Settlement is subject to the approval of both of the independent directors of the

Company, having determined that the foregoing criteria in (i) and (ii) are met, and that the terms of the

Debt Settlement are reasonable in the circumstances of the Company.

About Bolt Metals Corp.

Bolt Metals Corp. is a Canadian-based exploration company focused on the acquisition and development

of production-grade battery metals projects within the Asia -Pacific region, employing a vertically

integrated “minerals-to-market” strategy to leverage these assets to their fullest . Visit

https://boltmetals.com/ to find out more.

Bolt Metals Corp.

Ranjeet Sundher – President & CEO

(604) 922-8272

[email protected]

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be

any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities

being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as

amended (the "1933 Act") and may not be offered or sold to, or for the account or benefit of, persons in the

United States or "U.S. persons" (as such term is defined in Regulation S under the 1933 Act) absent

registration or an applicable exemption from the registration requirements of the 1933 Act any application

state securities laws.

Forward-Looking Information

This news release may contain statements which constitute “forward -looking information”, including

statements regarding the plans, intentions, beliefs and current expectations of the Company, its directors,

or its officers with respect to the future business activities of the Company. The words “may”, “would”,

“could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as

they relate to the Company, or its management, are intended to identify such forward-looking statements.

Forward looking statements made in this news release include, but are not limited to, the completion of the

Debt Settlements. Investors are cautioned that any such forward-looking statements are not guarantees of

future business activities and involve risks and uncertainties, and that the Company’s future business

activities may differ materially from those in the forward-looking statements as a result of various factors,

including but not limited to, availability of funds, personnel and other r esources necessary to conduct

exploration or development programs, successes of the Company’s exploration efforts, availability of capital

and financing and general economic, market or business conditions. There can be no assurances that such

information will prove accurate and, therefore, readers are advised to rely on their own evaluation of such

uncertainties. Forward-looking statements contained in this news release are expressly qualified by this

cautionary statement. The Company does not assume any obligation to update any forward-looking

information except as required under the applicable securities laws.

Neither the Canadian Securities Exchange nor the Canadian Investment Regulatory Organization has

reviewed this news release nor do either of them accept responsibility for the adequacy or accuracy of

this news release.