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Volt Carbon Technologies Inc. Capital/Financing Update 2021

May 26, 2021

45455_rns_2021-05-25_a8742bea-3e86-4514-8f0e-e98fdda5a888.pdf

Capital/Financing Update

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FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Saint Jean Carbon Inc. (“ Saint Jean ” or the “ Company ”) Suite 117 – Arcuri Business Centre 70 Country Hills Landing NW Calgary, AB T3K 2L2

  • Item 2. Date of Material Change

May 21, 2021.

Item 3. News Release

A news release with respect to the material change was issued by the Company on May 25, 2021 and disseminated in Canada through the facilities of Globe Newswire.

Item 4. Summary of Material Change

On May 25, 2021, the Company announced that it closed its books with respect to the private placement announced on May 4, 2021 (the “ Offering ”). The Company announced that it had raised a total of $875,000 by issuance of 7,000,000 units (each a “ Common Unit ”) at a price of $0.125 per Common Unit.

Item 5. Full Description of Material Change

On May 25, 2021, the Company announced that it closed its books with respect to the Offering.

The Company announced that it had raised a total of $875,000 by issuance of 7,000,000 Common Units at a price of $0.125 per Common Unit.

Each Common Unit consisted of one (1) common share in the capital of the Company (“ Common Share ”) and one-half (1/2) common share purchase warrant (each a “ Warrant ”). Each whole Warrant entitled the holder to acquire one (1) additional Common Share at an exercise price of $0.25 per Common Share for a period of 24 months from the date of issuance.

With reference to its prior news releases dated February 10, 2021, March 12, 2021, March 16, 2021, April 8, 2021 and April 30, 2021, the Company intends to use $600,000 of the proceeds of the Offering to fund the first 6 months of its working capital obligations assuming the successful closing of the acquisition of Solid Ultrabattery Inc. The balance of the proceeds with be used to preserve the Company’s existing operations and for general corporate and administrative purposes.

Although the Company intends to use the proceeds of the Offering as described

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above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities.

All securities issued as part of the Offering will be subject to a four month and one day hold period.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable.

  • Item 7. Omitted Information

None.

Item 8. Executive Officer

William Pfaffenberger, Chairman of the Board, CEO and President Telephone: (250) 381-6181

Item 9. Date of Report

May 25, 2021.

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