Volt Carbon Technologies Inc. — Capital/Financing Update 2025

Jan 10, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
Volt Carbon Technologies Inc. (“Volt” or the “Company”)
Suite 117 – Arcuri Business Centre
70 Country Hills Landing NW
Calgary, Alberta T3K 2L2

Item 2. Date of Material Change
December 31, 2024.

Item 3. New Release
A new release with respect to the material change was issued by the Company on January 3, 2025 and disseminated in Canada throughout the facilities of News File.

Item 4. Summary of Material Change
On January 3, 2025, the Company announced that it closed the third and final tranche of the private placement (the “Offering”) announced on November 19, 2024, by issuing 2,600,000 units (“Units”) at a price of CAD$0.025 per Unit for gross proceeds of CAD$65,000 (the “Third Tranche”).

Item 5. Full Description of Material Change
On January 3, 2025, the Company announced that it closed the third and final tranche of the private placement (the “Offering”) announced on November 19, 2024, by issuing 2,600,000 Units at CAD$0.025 for gross proceeds of CAD$65,000 (the “Third Tranche”).

In total, the Company has raised an aggregate amount of CAD$565,000.01 through the issuance of 16,666,667 flow-through units (“FT Units”) at a price of CAD$0.03 for gross proceeds of CAD$500,000.01, and 2,600,000 Units at CAD$0.025 for gross proceeds of CAD$65,000 in connection with the Offering.

Each FT Unit consists of one common share of the Company (each, a “Common Share”) to be issued as a “flow-through share” (each, a “FT Share”) within the meaning of the Income Tax Act (Canada) (the “Income Tax Act”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Unit consists of one Common Share and one-half of one Warrant. Each whole Warrant will entitle the holder thereof to purchase one

---

Common Share at a price of CAD$0.05 at any time for a period of 24 months from the date of issuance.

In connection with the initial tranche of the Offering, a cash finder’s fee of $21,000 was paid to Red Cloud Securities Inc. (“Red Cloud”), which is arm’s length to the Company. Additionally, 700,000 non-transferable finder’s warrants at an exercise price of CAD$0.03 (each a “Finder’s Warrant”) were issued to Red Cloud. Each Finder’s Warrant is exercisable for one common share at any time for a period of 24 months from the date of issuance.

In connection with the second closing of the Offering, PB Markets Inc. (the “Finder”), an arm’s length finder, was: (i) paid a cash finder’s fee of $14,000; and (ii) issued 466,666 non-transferable finder’s warrants at an exercise price of CAD$0.03 (each a “Finder’s Warrant”). Each Finder’s Warrant is exercisable for one common share in the capital of the Company for a period of 24 months from the date of issue.

Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities.

The Company will use the net Flow-Through proceeds of the Offering to incur qualifying “Canadian exploration expenses,” as such term is defined in the Income Tax Act, and the net Unit proceeds as general working capital for the Company.

All securities as part of the Offering are subject to a four-month and one day hold period.

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

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officer

V-Bond Lee, Chairman of the Board, CEO and President
Telephone: (289) 926-7049.

Item 9. Date of Report

January 10, 2025.