Volta Metals Announces Closing of Private Placement
ANNOUNCEMENT
November 03, 2023
700a-390 Bay Street, Toronto, ON M5H 2Y2
T 416.919.9060
CSE:VLTA | voltametals.ca 1
Volta Metals Announces Closing of Private Placement
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
Volta Metals Ltd. (November 3, 2023) (CSE: VLTA) (“Volta” or the “Company”) is pleased to
announce that it has closed its previously announced non-brokered private placement for
aggregate gross proceeds of $220,000 through the issuance of 1,100,000 common shares of the
Company that qualify as "flow-through shares" (within the meaning of subsection 66(15) of the
Income Tax Act (Canada) (the "Flow-Through Shares") at a price of $0.20 per Flow-Through Share
(the "Offering").
The gross proceeds from the Offering will be used by the Company to incur eligible "Canadian
exploration expenses" that will qualify as "flow-through critical mineral mining expenditures" as
such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related
to the Company's mineral projects in Northwestern, Ontario, on or before December 31, 2024.
All Qualifying Expenditures will be renounced in favour of the subscribers of the Flow-Through
Shares with an effective date not later than December 31, 2023.
The Company paid a cash commission to a certain finder of an aggregate of $6,400. The Flow-
Through Shares issued under the Offering will be subject to a hold period of four months and one
day from their date of issuance in accordance with applicable Canadian securities laws.
The closing of the Offering is subject to certain conditions including, but not limited to, the final
acceptance of the Canadian Securities Exchange.
Certain directors and officers of the Company (the “Insiders”) subscribed to the Offering for an
aggregate of 700,000 Flow-Through Shares. The issuance of the 700,000 Flow-Through Shares to
the Insiders constitutes a “related party transaction” within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-
101”). The Company is relying on exemptions from the minority shareholder approval and formal
valuation requirements applicable to the related-party transactions under sections 5.5(a) and
5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Flow-Through Shares
to be acquired by the participating Insiders nor the consideration to be paid by such Insiders
exceeds 25 percent of the Company's market capitalization.
The offered securities have not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. 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.
For more information about the Company, view Volta’s website at www.voltametals.ca.
CSE:VLTA | voltametals.ca 2
ABOUT VOLTA METALS LTD.
Volta Metals Ltd. (CSE: VLTA) is a mineral exploration company focused on lithium, cesium, and
tantalum, and is based in Toronto, Ontario. It has optioned and is currently exploring a critical
minerals portfolio of lithium, cesium, and tantalum projects in Northwestern Ontario, which is
considered to be one of the most prolific emerging hard-rock lithium districts in the world. To
find out more about Volta and its flagship Falcon West Project, please visit www.voltametals.ca.
ON BEHALF OF THE BOARD
For further information, contact:
Kerem Usenmez, President & CEO
Tel: 416.919.9060
Email: [email protected]
Website: www.voltametals.ca
Neither the CSE nor the Canadian Investment Regulatory Organization accepts responsibility for the
adequacy or accuracy of this release.
This news release includes certain “forward-looking statements” which are not comprised of historical facts. Forward-
looking statements include estimates and statements that describe the Company’s future plans, objectives or goals,
including words to the effect that the Company or management expects a stated condition, belief, estimate or opinion,
or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”,
“interpreted”, “pending”, “suggests”, “preliminary”, “estimates”, “confident”, “may”, “aims”, “targets”, “could”, “would”,
“will”, or “plans” and similar expressions, or that events or conditions “will, “would”, “may”, “can”, “could” or “should”
occur, or are those statements, which, by their nature, refer to future events. Since forward-looking statements are
based on assumptions and address future events and conditions, by their very nature they involve inherent risks and
uncertainties. Although these statements are based upon information currently available to the Company, the Company
provides no assurance that actual results will meet management’s expectations. Risks, uncertainties, and other factors
involved with forward-looking information could cause actual events, results, performance, prospects and opportunities
to differ materially from those expressed or implied by such forward-looking information. Forward-looking information
in this news release could include, but is not limited to, statements regarding the receipt of all necessary approvals, the
use of the gross proceeds of the Offering to incur eligible "Canadian exploration expenses" that qualify as "flow-through
critical mineral mining expenditures"; the renouncement of the Qualifying Expenditures in favour of the subscribers of
the Flow-Through Shares, the Company’s objectives, goals or future plans, statements, potential mineralization, the
interpretation of drilling, assay results, and other analytical test work, cost estimates and plans to execute and complete
exploration programs; future exploration and mine development plans; and the timing of the commencement of
operations and estimates of market conditions. Factors that could cause actual results to differ materially from such
forward-looking information include, but are not limited to the failure to identify mineral resources, the preliminary nature
of assay and metallurgical test results, unusual geological or technical problems, delays in obtaining or failures to obtain
required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to
accommodate First Nations, legislative and regulatory changes, uncertainties relating to the availability and costs of
financing needed in the future to fund outstanding property option payments and continued exploration programs,
changes in equity markets, inflation, the cost of skilled and unskilled labour, changes in exchange rates, fluctuations in
commodity prices, delays in the development of projects, capital a nd operating costs varying significantly from
estimates and the other risks involved in the mineral exploration and development industry, an inability to predict and
counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-
19 on the price of commodities, capital market conditions, restriction on labour and travel and supply chains, and those
risks set out in the Company’s public documents filed on SEDAR +. Although the Company believes that the
assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue
reliance should not be placed on such information, which only applies as of the date of this news release, and no
assurance can be given that such events will occur in the disclosed time frames or at all. Forward-looking statements
contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements
contained in this news release are made as of the date of this news release, and the Company disclaims any intention
or obligation to update or revise any forward-looking statements, whether as a result of new information, future events,
or otherwise, other than as required by law.