Volt Carbon Technologies Inc. — Capital/Financing Update 2025

Jan 2, 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

January 2, 2025.

Item 3. New Release

A new release with respect to the material change was issued by the Company on December 24, 2024 and disseminated in Canada throughout the facilities of News File.

Item 4. Summary of Material Change

On December 24, 2024, the Company announced that it closed the second tranche of the private placement (the “Offering”) announced on November 19, 2024, by issuing an aggregate number of 6,666,667 flow through units (“Units”) at a price of $0.03 per Unit for gross proceeds of $200,000.01 (the “Second Tranche”).

Item 5. Full Description of Material Change

On December 24, 2024, the Company announced that it closed the second tranche of the private placement (the “Offering”) announced on November 19, 2024, by issuing an aggregate number of 6,666,667 flow through units (“Units”) at a price of $0.03 per Unit for gross proceeds of $200,000.01 (the “Second Tranche”). The Company will use the net proceeds of the Offering to incur qualifying “Canadian exploration expenses” as such term is defined in the Income Tax Act (Canada). All securities as part of the Offering are subject to a four-month and one day hold period.

Each FT Unit consists of one (1) common share in the capital of the Company issued on a "flow-through share" within the meaning of the Income Tax Act (Canada) and one half of one (0.5) common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder to acquire one (1) additional common share in the capital of the Company (each a

27856121v1

---

"Warrant Share") at an exercise price of $0.05 per Warrant Share for a period of 24 months from the date of issuance.

In connection with the closing of the Second Tranche, 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 $0.03 (each a "Finder's Warrant"). Each Finder's Warrant is exercisable for one (1) 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.

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 2, 2025.