Volt Carbon Technologies Inc. — Management Reports 2022

Mar 1, 2022

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VOLT CARBON TECHNOLOGIES Inc. MANAGEMENT DISCUSSION & ANALYSIS For the year end October 31, 2021

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Table of Contents

	Table of Contents
1	INTRODUCTION ................................................................................................... 3
2	CORPORATE STRUCTURE ..................................................................................... 4
3	DESCRIPTION OF BUSINESS .................................................................................. 4
4	RECENT DEVELOPENTS, PATENT APPLICATIONS AND UPDATES ............................ 7
5	OVERALL PERFORMANCE ................................................................................... 10
6	SELECTED ANNUAL INFORMATION .................................................................... 11
7	SELECTED QUARTERLY INFORMATION ............................................................... 11
8	DISCUSSION OF OPERATIONS ............................................................................ 12
9	SEGMENTED INFORMATION .............................................................................. 14
10	SIGNIFICANT PROJECTS & EXPENDITURES .......................................................... 16
11	RECENT ACCOUNTING PRONOUNCEMENTS ....................................................... 18
12	LIQUIDITY AND CAPITAL RESOURCES ................................................................. 19
13	CONTINGENCY ................................................................................................... 21
14	OFF-BALANCE SHEET ARRANGEMENTS .............................................................. 21
15	DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE .............. 21
16	SHARES ISSUED AND OUTSTANDING .................................................................. 21
17	OPTIONS ........................................................................................................... 23
18	RELATED PARTY TRANSACTIONS ........................................................................ 24
19	RISK AND UNCERTAINTIES ................................................................................. 25
20	APPROVAL ......................................................................................................... 30
21	FORWARD LOOKING STATEMENTS .................................................................... 30

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1 INTRODUCTION

This Management Discussion and Analysis (“MD&A) dated February 28, 2022 has been prepared in accordance to National Instrument 51-102F1 and approved by the Board of Directors of Volt Carbon Technologies Inc. (“Volt” or the “Company”) which was formerly Saint Jean Carbon Inc. prior to Feb 16, 2022.

This MD&A of the results of operations and the financial condition of Volt supplements but does not form part of the audited financial statements and accompanying notes of the Company for the year ended October 31, 2021 (the “Financial Statements”) which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Hence, the following discussion and analysis of the financial condition and results of operations of Volt should be read in conjunction with the audited financial statements for the year ended October 31, 2021.

With respect to timely disclosure by Volt of data and information in general, and in the MD&A, materiality and material information is considered by the Company as something that would be likely to affect the Company’s share price or influence an investor’s decision whether or not to purchase, sell, or hold shares once it becomes known to the public. All forward-looking statements, including those not specifically identified herein, are made subject to the cautionary language at the end of this MD&A and readers are advised to refer to it when reading any forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.

Additional information can be found on Volt on the SEDAR website (www.sedar.com) and on the Company’s website (www.voltcarbontech.com).

These consolidated financial statements have been prepared on a going-concern basis which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future. Accordingly, it does not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and liquidate its liabilities in other than normal course of business and at amounts which may differ from those shown in the consolidated financial statements.

As at October 31, 2021, the Company has incurred a loss from operations of $2,100,269, has a working capital deficit of $1,261,011, negative cash flow from operations of $1,637,095 and an accumulated deficit of $25,577,676. As the Company currently has no

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significant revenue generating activity, it is dependent upon obtaining additional equity and debt financing to fund its research activities and continue as a going concern. During the year, the Company raised $997,500 through the issuance of shares through private placement of units, $494,062 from the exercise of share purchase warrants, $242,500 from the exercise of stock options, and proceeds of $442,931 from debt financing. Subsequent to year-end, the Company raised additional $700,000 through the issuance of shares through private placement of units and $25,000 from the exercise of share purchase warrants.

This condition, along with other matters as set forth in the above paragraph, indicates the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

2 CORPORATE STRUCTURE

The Company (formerly Saint Jean Carbon Inc. and previously Torch River Resources Inc. and previous to that, Torch River Mines Ltd.) was incorporated on June 18, 1997, by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta) and extra-provincially registered to carry on business in the provinces of Saskatchewan, Manitoba, British Columbia and Quebec. On March 26, 2004, the Company was officially formed from the amalgamation of Tael Capital Inc. and Torch River Mines Ltd. under the Business Corporations Act (Alberta) under the name Torch River Resources Ltd. The amalgamation was the Company’s Qualifying Transaction for listing on the TSX Venture Exchange. On October 30, 2013, the Company changed its name from Torch River Resources Ltd. to Saint Jean Carbon Inc.

On February 16, 2022, the Company announced a change of corporate name from “Saint Jean Carbon Inc. to “Volt Carbon Technologies Inc.” and a change of stock symbol on the TSX Venture Exchange from “SJL” to “VCT”.

Volt is a reporting issuer in Alberta and British Columbia. The Company shares are also traded in the United States on the OTC market under the symbol TORVF. The Company is a Venture issuer and is not required to file an Annual Information Form.

The head office of the Company is located at 70 Country Hills Landing NW, Suite 117, Calgary, Alberta T3K 2L2 and registered office of the Company is located at Suite 2100, 222 – 3rd Avenue, SW Calgary, Alberta T2P 0B4.

3 DESCRIPTION OF BUSINESS

3.1 Mineral Properties

Volt is a junior resource company involved in the acquisition and exploration of property interests that are considered potential sites for future mining opportunities. The

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Company continues to hold mineral rights multiple historic molybdenum properties in British Columbia and a graphite property in Quebec.

3.2 Red Bird Property

The Red Bird molybdenum property consists of three mineral claims situated in the Skeena Mining Division of west central British Columbia 133 kilometers southwest of Burns Lake and 105 kilometers north of Bella Coola. The property covers an area of 444.49 hectares centered on latitude 53 ° 17’44” North and longitude 127 ° 00’34” West in NTS map area 93E/6.

The Company presently holds a 25% undivided interest in the Red Bird Property. The Red Bird Property represents an advanced molybdenum, copper and rhenium porphyry target. The Red Bird Property comprises 3 tenures for a total of 444.49 ha. All three of the tenures expire on June 30, 2026. There is no further work required to keep these tenures in good standing.

3.3 Mount Copeland Property

The Mount Copeland Property featured underground production (1970-73) which produced 171,052 tonnes of molybdenum ore and produced 1,193,222 Kg of molybdenum. The calculated head grade for this production was 0.732% Mo. When the Mount Copeland Property was in production in 1970 development work indicated 163,340 tonnes of ore at a grade of 1.83% MoS2 (or 1.1 % molybdenum). The ore indicated prior to mining, has been essentially extracted. The information above is included for comparison purposes only, see MINFILE Record Summary for MINFILE No. 082M 002 (Mount Copeland), B.C. Ministry of Energy, Mines and Petroleum Resources and the MINFILE Productions Detail Report, B.C. Geological Survey, B.C. Ministry of Energy, Mines and Petroleum Resources) This can be viewed at:

http://minfile.gov.bc.ca/Summary.aspx?minfilno=082M++002

http://minfile.gov.bc.ca/report.aspx?f=PDF&r=Production_Detail.rpt&minfilno=082M++ 002

In 2008, there was a 10-hole drill program of 2,878 meters completed.

On January 5, 2010, the Company announced results of 31 samples from 7 drill holes from 2008 that were assayed for Rare Earth Elements. A further release dated March 9, 2010 provided mean average values for rare earth elements from the 31 core samples and 53 soil samples. The Mount Copeland option agreement has two tenures comprising a total of 730.127 hectares. The two tenures expire on October 16 and December 2, 2023. There is no further work required to keep these tenures in good standing.

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3.4 Lochaber Property

The Lochaber Property is located in the Province of Quebec. The Property consists of ten tenures (600.83 ha). The tenures are registered with the Ministère de l’Énergie et Ressources Naturelles du Québec (MERN) to the Company. The ten tenures all expire on June 23, 2023. There is no future work required to keep these tenures in good standing. It is anticipated that the Company’s air classification process may be used in the future development of the Lochaber Property.

3.5 Air Classifier Processing Plant

The Company has proprietary technology consisting of an air classifier (the “ Air Classifier ”) that converts ore into high purity graphite. The Air Classifier is capable of processes and purifying graphite in small batches.

The Company decommissioned the facility where the Air Classifier was located on December 31, 2020 when the lease for the facility expired. The Air Classifier, equipment and components comprising the plant (the “ Plant ”) were placed in storage while the Company searches for a new location for the Plant. Since December 31, 2020 and during the year ended Oct 31, 2021, the Company did not process any graphite because the Plant has been in storage.

While the Plant has been in storage, the Company has continued to advance engineering enhancements to further develop the Air Classifier unit to optimize throughput using computational fluid dynamics. To protect the safety of its engineering contractors during the COVID-19 pandemic, development of the air classification process has continued to progress in a virtual setting using computer simulation.

Once a suitable location for the Plant is found, the Company intends to re-assemble the Plant and recommence testing of the Air Classifier technology. In the interim, the company plans to test the analytical enhancements to the air classifier by 3D printing and testing a scale model of the new design.

3.6 Research / Product Development

In the last few years, the Company has been focused on the research and development of graphene and graphite products including lithium-ion batteries and novel DNA sensing methods.

3.7 Research

On February 1, 2021, Volt signed a contract research agreement with the University of Western Ontario (“UWO”) to further develop advanced graphene-based products with special luminescent properties for a DNA biosensor. The continuation of this research is in the late stages of a multi-year effort with UWO to commercialize graphene based sensing products.

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4 RECENT DEVELOPENTS, PATENT APPLICATIONS AND UPDATES

On April 21, 2021, the Company signed an offer to lease a property located in Kitchener, Ontario, which was intended to be the future site of the Plant. At that time, the Company was advised by its commercial realtor that the offer to lease was a legally binding document. The terms of the offer to lease were to be reflected in a formal lease agreement, however, after legal review it was determined that the terms of the lease were substantially different than the terms in the offer to lease and not acceptable to the Company. On July 14, 2021, the Company signed an agreement to terminate the offer to lease with no penalties. As a result, the Plant remains in storage and the Company has focused on further engineering and development of the Air Classifier.

On May 13, 2021, Volt signed a sponsored research agreement with the University of Waterloo (“Waterloo”) to further develop a composite electrolyte for solid electrolyte batteries.

On May 25, 2021, the Company closed a private placement for $875,000.

On May 28, 2021, the Company closed its acquisition of Solid Ultrabattery Inc. (“ SUB ”). As part of the acquisition, the Company acquired two patent applications from SUB, which are described as follows: (i) All Solid-State Electrolyte Composite Based on Functionalized Metal-Organic Framework Materials for Lithium Secondary Battery and Method for Manufacturing the Same (“ PCT 1 ”); and (ii) Quasi-Solid-State Electrolyte Composite Based on Three-Dimensionally Ordered Macroporous Metal-Organic Framework Materials for Lithium Secondary Battery and Method for Manufacturing the Same (“ PCT 2 ”). Please see heading “ Patent Applications ” below for more details.

On June 27, 2021, the Company signed a lease for a 10,500 square foot facility located in Guelph, Ontario. The lease commenced on July 15th, 2021. This new location will be home to SUB’s new research and development facility. The Company commenced activities to buildout this facility and has procured the necessary equipment for the first phase of prototype battery fabrication. Efforts are underway to source new battery test equipment, which will enable in-house testing of the batteries prior to formal regulatory testing of the product.

In the quarter ending July 31, 2021, an aeromagnetic survey was conducted using a line of sight drone on the Lochaber Property. As a result of the magnetic survey that was conducted, Volt has retained the property mineral rights to the Lochaber Property for another 24 months in a single contiguous block. The block consists of ten tenures (600.83 ha). The claims are registered with the Ministère de l’Énergie et Ressources Naturelles du Québec (MERN) to the Company. The ten tenures all expire on June 13, 2033.

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4.1 Patent Applications

As described above, the Company acquired PCT 1 and PCT 2 from SUB and intends to pursue the issuance of the patents. Below is a description of each of the patent process, the content of the patent applications and a status update for each.

4.1.1 Patent Process

After receiving a patent application, the patent office in each jurisdiction where the application is filed will examine the contents for patent eligibility. In the majority of cases, it is possible to obtain a patent, although the patent office will typically require applicants to amend the claims that define the monopoly sought by the patent application. On average, patents are granted within 3 to 5 years of the national filing date, but the timeline may vary depending on the jurisdiction, field of technology, and arguments presented by the patent office.

An issue fee must be paid before the patent certificate can issue. The term of a patent expires 20 years from the earliest filing date, but extensions are available in some jurisdictions under certain circumstances. In order to keep a patent or patent application active until its expiry date, recurring maintenance fees must be paid in the respective jurisdiction.

4.1.2 PCT 1

A PCT application was filed on March 22, 2020. Under the PCT, the patent application may be filed in any of 154 contracting states until at least September 22, 2022. The Company intends to file the patent application in Canada, Europe, and the United States before the September 22, 2022 deadline. Any granted patent is expected to have an expiry date of March 22, 2040, subject to extensions in some jurisdictions.

This patent application describes a functionalized metal-organic framework (MOF)-based solid-state electrolyte composition for use in secondary lithium-ion batteries. Specifically, the electrolyte composition includes a functionalized MOF and a traditional polymer, which are mixed and formed into a solid thin film by electrospinning. Manufacturing batteries with the electrolyte composition could significantly reduce the safety risk and enhance battery performance by reducing the degree of crystallinity for polymer and coupling the polymer within the oriented and uniform pore structures in MOFs. The procedure involves only one step, and it is expected to be easy for scale-up.

4.1.3 PCT 2

A PCT application was on March 22, 2020, providing a deadline of September 22, 2021 to file in any of 154 contracting states. The patent application was filed in Canada, Europe, and the United States before the September 22, 2021 deadline and remains pending in each of these jurisdictions. Any granted patent is expected to have an expiry date of March 22, 2039, subject to extensions in some jurisdictions.

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This patent application describes a three-dimensionally ordered macroporous (3DOM) metal-organic framework material (MOF)-based electrolyte composition for use in secondary lithium-ion batteries. Specifically, the electrolyte composition includes a 3DOM-MOF, a polymer electrolyte, a liquid organic electrolyte, and lithium salt. The 3DOM-MOF is intended to provide macropores to the polymer electrolyte and micropores to the liquid organic electrolyte. This structure could improve battery performance and enhance the lithium conductivity rate through the electrolytes in the pore structures. Batteries made with the electrolyte composition may also be safer than traditional organic electrolytes.

4.2 Construction of Solid Ultrabattery Plant Update

As of October 31 2021, the construction build out of the Solid Ultrabattery Plant at 590 Hanlon Creek Blvd, Guelph, Ontario was 95% completed with all building permits in place to enable occupation of the premises.

4.3 Air Classifier Update

In October 2021, the Company began trials of its new prototype air classifier design during which the machine demonstrated capability to separate graphitic flakes into sizes ranging from +100 mesh (149 microns) to +30 mesh (595 microns). The largest graphite flakes separated by the machine were observed to be larger than +30 mesh in diameter. The initial results from testing completed by a third party laboratory indicate that graphite purity in excess of 90% may be achieved once the iron has been removed from graphitic flakes separated by the air classifier. Based on the results of this first equipment trial, the Company believes that the air classification process can produce graphite concentrates to the grades required for lithium-ion battery anodes.

4.4 General Updates

As background, when the current Board of Directors and management of the Company were put in place in September of 2020 management was directed to complete a comprehensive review and evaluation of all of the Company’s ongoing initiatives which has now been completed. The Company has provided an update with respect to several of those initiatives below.

4.4.1 SJC Wire Tech

The Company has decided it will no longer be pursuing the SJC Wire Tech initiative. As a result of the internal review, it was determined that the SJC Wire Tech initiative no longer aligns with the Company’s go-forward plan which is to focus on mining exploration and development and energy storage. Accordingly, the Company intends to dissolve SJC Wire in due course.

4.4.2 Agreement with Great Lakes Graphite

The Company previously announced that it had entered into an offtake agreement with Great Lakes Graphite. Since that announcement, the Company has learned that Great

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Lakes Graphite is now operating under the name of Novocarbon Corporation. Upon review of the agreement with Novocarbon Corporation (formerly Great Lakes Graphite), it has been determined that Novocarbon Corporation (formerly Great Lakes Graphite) has a right of first refusal for the production from the Lochaber Property rather than an offtake arrangement. This right of first refusal is subject to the condition that the Lochaber Property can be brought into production.

4.4.3 Offtake Agreement with Ameca Ltd.

Pursuant to the terms of the Offtake Agreement, the Company is obligated to purchase 10,000 m/t year of graphite from Ameca Ltd, on the express condition that the graphite produced from the property is greater than 180 microns in size. Given the size of the graphite needed to meet the specifications contained in the Offtake Agreement, the Company is of the view that it will be able to re-sell the graphite. The Company is of the view that the mine will not come into production until at least 2023. In the meantime, the Company intends to commence negotiations with Ameca Ltd. to revise the terms of the Offtake Agreement. A further update will be provided once the negotiations have concluded.

5 OVERALL PERFORMANCE

The Company incurred a net loss of $2,073,820 for the year ended October 31, 2021 compared with a net loss of $4,061,427 for the prior year. Stock based compensation accounted for $1,086,338 of the loss while the remaining losses were due to normal course of business in the Startup of the Solid Ultrabattery Plant and Air Classifier Product Development. During this fiscal year no mineral property write-downs were recorded as compared to the prior year write-down of $3,068,081.

Total assets as at October 31, 2021 were $4,184,769 compared to $1,369,526 as at October 31, 2020. The increase was primarily due to the acquisition of SUB during the current year, which increased intangible assets and also due to the opening of the research and development facility in Guelph, Ontario which resulted in a right-of-use asset for the long-term facility lease.

Share Capital as at October 31, 2021 increased to $24,206,052 from $21,190,744 in the prior year. This was attributed to: a) the acquisition of Solid Ultrabattery, the private placements of $997,500 and the exercising of warrants and options.

The Company’s cash and cash equivalent position at October 31, 2021 was $141,996 compared with $29,441 at October 31, 2020.

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6 SELECTED ANNUAL INFORMATION

The information below has been derived from the Company’s annual financial statements for each of the three most recently completed financial years ended October 31 and has been prepared in accordance with IFRS.

Fiscal Year	2021	2020	2019
Total revenue	$ -	$ -	$ 115,205
Loss for the year	(2,073,820)	(4,061,427)	(831,744)
Loss per share, basic and diluted	(0.020)	(0.053)	(0.011)
Total assets	4,184,769	1,369,526	4,518,480
Total long term liabilities	1,040,098	23,437	-
Cash dividends per share	-	-	-

7 SELECTED QUARTERLY INFORMATION (Eight Quarter history)

(EightQuarter history)
	Qtr 4/21 Three Months Ended Oct. 31, 2021	Qtr 3/21 Three Months Ended July 31, 2021	Qtr 2/21 Three Months Ended April 30, 2021	Qtr 1/21 Three Months Ended Jan. 31, 2021
Cash and cash equivalents	$141,996	$407,486	$270,697	$55,882
Mineral exploration and evaluation assets	854,869	854,869	854,869	839,582
Workingcapital(deficiency)	(1,261,011)	(779,176)	(1,530,112)	(1,543,676)
Loss and comprehensive loss	(875,284)	(709,216)	(230,416)	(258,904)
Lossper share,basic	(0.007)	(0.006)	(0.003)	(0.003)
Lossper share,fullydiluted	(0.007)	(0.006)	(0.003)	(0.003)
Total assets	4,184,769	3,191,270	1,599,691	1,354,707
Total longterm liabilities	1,040,098	13,090	16,575	20,023
	Qtr 4/20 Three Months Ended Oct. 31, 2020	Qtr 3/20 Three Months Ended July 31, 2020	Qtr 2/20 Three Months Ended April 30, 2020	Qtr 1/20 Three Months Ended Jan. 31, 2020
Cash and cash equivalents	$29,441	$17,734	$1,372	$ (674)
Mineral exploration and evaluation assets	839,582	3,908,430	3,908,430	3,907,664
Workingcapital(deficiency)	(1,785,849)	(1,414,350)	(1,347,910)	(1,213,033)
Loss and comprehensive loss	(3,642,584)	(102,236)	(169,856)	(146,751)
Lossper share,basic	(0.047)	(0.001)	(0.002)	(0.002)
Lossper share,fullydiluted	(0.047)	(0.001)	(0.002)	(0.002)
Total assets	1,369,526	4,439,162	4,466,970	4,502,467
Total longterm liabilities	23,437	-	-	-

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The tables are stated in Canadian dollars. The Financial Statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

8 DISCUSSION OF OPERATIONS

8.1 Revenue and Other Income

The Company earns incidental revenue from graphite processing services, which is recognized when the services are performed. Since this revenue is incidental to the main operations, revenue is grouped with operating expenses and presented as other income or loss on the Consolidated Statement of Operations and Comprehensive Income.

Revenue for the Company recently consisted of graphite processing fees. However, no graphite was processed through the Plant during this quarter and the prior two quarters as the equipment is currently being stored pending relocation to a new facility.

Other income of $26,449 for the year ended October 31, 2021 consisted of graphite processing services of $70,000, net of direct costs of $11,166, bad debts of $30,973 and other costs of $1,412. Other income for the current year was higher than the loss of $58,971 for the prior year ended October 31, 2020, primarily due to biohazard consulting fees of $52,775 included in the prior year.

8.2 Expenses

8.2.1 Current quarter

Total expenses for the three-month period ended October 31, 2021 were $746,050 compared to $3,609,384 for the comparable period in 2020, a decrease of $2,863,334.

The major components of the expenses were:

There was no impairment required during the current quarter vs. $3,068,081 taken during the comparative quarter.

Stock-based compensation of $416,197 due to stock options granted during the current period compared to $nil for the comparable period in 2020.

Regulatory and filing fees were for the current quarter were lower due to $62,500 included in the prior year regarding a settlement payment to the ASC.

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Loan interest, which includes an adjustment, for the current quarter was higher by $106,379 primarily due to changes to interest on a loan that was previously non-interest bearing. The loan was advanced by an unrelated party for work regarding SJC Wire Tech. Given that management has decided to not pursue SJC Wire Tech, the loan became interest bearing retroactive to February 1, 2020 and an amount of $61,804 has been added to interest expense related to funds received previously attributed to revenue.

8.2.2 Year-to-date

Total expenses for the year ended October 31, 2021 were $2,100,269 compared to $4,002,456 for the comparable period, a decrease of $1,902,187. The major components of the expenses were:

There was no impairment required during the current year vs. $3,068,081 taken during the prior year.

Stock-based compensation of $1,086,338 due to stock options granted during the current period compared to $nil for the comparable period in 2020.

Loan interest, which includes an adjustment, for the current year was higher by $146,767 primarily due to changes to interest on a loan that was previously non-interest bearing. The loan was advanced by an unrelated party for work regarding SJC Wire Tech. Given that management has decided to not pursue SJC Wire Tech, the loan became interest bearing retroactive to February 1, 2020 and an amount of $61,804 has been added to interest expense related to funds received previously attributed to revenue.

Consulting fees were higher during the current period vs. the comparative period by $181,301 resulting primarily from a new management contract with a project manager for fees of $89,000 as well as new contracts totalling $67,276 related to the development of the Solid Ultrabattery Plant. Also accounting consulting fees were higher by $26,389 due to increased business activity.

Professional fees for the current year were higher by $47,375 compared to the comparable period in 2020. This category consisted of audit fees and legal fees. Legal fees were higher due to legal costs incurred in order to defend against the lawsuit discussed below under the heading “Contingency”, as well as increased legal costs for assistance with various regulatory and general corporate matters.

Research expenses for the year were $67,570 vs. $nil during the prior year. Research expenses during the current year were comprised primarily of fees of $32,500 for a new research contract with University of Waterloo and $15,000 for a research contract with University of Western Ontario compared to no research expenses incurred during the comparative period. The new research contract with the University of Waterloo for $32,500 is for work on solid state batteries. The $15,000 contract with the University of

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Western Ontario is directed at future possible uses of graphene. The balance of $20,070 is for various expenditures incurred for research and development work on the air classifier.

8.2.3 Other operations items

Reversal of accrued liabilities relates to a recovery of $100,000 due to the cancellation of a research contract with University of Waterloo from 2018 that did not materialize.

Gain on settlement of accounts payable relates to the write off of $225,945 of geological consulting fees from prior years due to the renegotiation of these prior accounts payable.

During December 31, 2020, as noted above, the Company chose to not renew the lease where the prior Plant was located previously in Oakville, and subsequently moved out of the premises. Therefore, the Company recorded a disposition of its leasehold improvements and various furniture, fixtures and office equipment resulting in a loss on disposal of assets of $9,144. These disposals are reflected in Note 6 of the financial statements. Future costs are expected for the recommissioning of the Plant in a new facility, such as equipment hook-up. At this time the actual costs cannot be determined. An estimate of these expenses will be provided once a new location for the Plant is determined.

The Company had previously recorded the lease where the Plant was located as an asset under the rules for right-of-use assets. The asset was fully amortized at the end of the lease, resulting in a net book value of $nil. As reflected in Note 8 of the financial statements, the Company recorded a disposition of the lease asset to clear these amounts from the books.

9 SEGMENTED INFORMATION

The Company has two operating segments. These two operating segments have been differentiated based on the type of services provided and equipment requirements. The mineral exploration and development segment focuses on the acquisition and exploration of property interests that are considered potential sites of economic mineralization. The research and development segment focuses on the scientific study and technology applications for air classifier and battery development. All transactions not related to the operating segments are considered Corporate. All of the Company’s operations are in Canada.

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Segmented information for the year ended October 31, 2021 and as at October 31, 2021 is as follows:

Research & Development	Exploration	Corporate Total
For the year ended October 31, 2021 Revenue $-	$-	$- $-
Stock-based compensation 354,424 Consulting fees 349,777 Investor relations - Professional fees - Loan interest and bank charges - Amortization on capital assets 72,634 Office and general 6,733 Research expenses 67,570 Regulatory and filing fees - Amortization on right-of-use assets 36,089 Interest on lease liabilities 11,278 Loss on disposal of assets - Rent expenses 5,686 Gain on foreign exchange - Gain on reversal of accrued liability (100,000) Gain on settlement on accounts payable - Other income (26,449)	- 7,200 - - - - - - - - - 9,144 - - - (225,945) -	731,914 1,086,338 143,879 500,856 179,072 179,072 160,576 160,576 155,005 155,005 4,034 76,668 66,584 73,317 - 67,570 58,504 58,504 13,707 49,796 1,277 12,555 - 9,144 - 5,686 (8,873) (8,873) - (100,000) - (225,945) - (26,449)
Total expenses (recovery) 777,742	(209,601)	1,505,679 2,073,820
Net income (loss) for the year $ (778,720)	$ 209,601	$(1,504,701) $(2,073,820)
As at year ended October 31, 2021 Total assets $ 3,043,739 Capital expenditures $ 136,189	$ 904,372 $ 15,287	$ 236,658 $ 4,184,769 $ 12,721 $ 164,197

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Segmented information for the year ended October 31, 2020 and as at October 31, 2020 is as follows:

	Research &
	Development	Exploration	Corporate	Total
For the year ended October 31, 2020
Revenue	$-	$-	$-	$-
Consulting fees	120,000	-	199,555	319,555
Investor relations	-	-	141,331	141,331
Professional fees	-	-	113,201	113,201
Loan interest and bank charges	-	-	8,238	8,238
Amortization on capital assets	106,753	-	1,898	108,651
Office and general	230	-	28,553	28,783
Regulatory and filing fees	-	-	100,428	100,428
Amortization on right-of-use
assets	54,035	-	-	54,035
Interest on lease liabilities	3,252	-	-	3,252
Rent expense recovery	(30,963)	-	-	(30,963)
Flow-through share
indemnification provision	-	85,000	-	85,000
Write-down of mineral property			-
interest	-	3,068,081		3,068,081
Loss on foreign exchange	-	-	2,864	2,864
Other income (loss)	58,971	-	-	58,971
Total expenses (recovery)	312,278	3,153,081	596,068	4,061,427
Net income (loss) for the year	$ (312,278)	$(3,153,081)	$ (596,068)	$(4,061,427)
As at year ended October 31, 2020
Total assets	$ 418,376	$ 889,085	$ 62,065	$ 1,369,526
Capital expenditures	$ -	$ -	$ -	$ -

10 SIGNIFICANT PROJECTS & EXPENDITURES

Below is a summary of all significant projects and respective project status.

	Active Projects	Next Steps	Anticipated Timing	**Costs Incurred **	Costs to be incurred	Source of Funds
1	AMECA Ore BodyOfftake	ProcessingTrials	2023	10K	50K	N/A
2	Lochaber	Feasibility	Q2 2023	15K	N/A	N/A
3	BatteryPlant	Plant Opening	Q4 2021	450K	600K	Private Placement/Govt Grants
4	Solid Electrolyte Battery	R&D Milesotones	Q2 2023	25K	1500K	Private Placement/Govt Grants
5	DNA Sensor	PreCommercialization	Q2 2022	25K	25K	N/A
6	Air Classifier	Commercialization	Q2 2022	25K	150K	Revenues/Government Grants

10.1 Ameca Ltd. Ore Body Offtake

There are two parts to the Ameca project. The first is the Offtake Agreement pursuant to which the Company will act as a reseller of the graphite concentrate. The Offtake Agreement with Ameca requires the Company to purchase a minimum of 10,000 m/t year

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on the express condition that the graphite produced from the property is greater than 180 microns in size.

As the mining development industry in Sri Lanka has been shutdown due to the COVID 19 pandemic, operation of Ameca’s mine in Sri Lanka has been delayed past the previously announced schedule of “late 2021 or early 2022” which was stated in the October 2020 press release. Ameca’s mine is now expected to ramp up in 2023.

The second part of the project is for the Company to provide Air Classifiers to Ameca to process the graphite ore in Sri Lanka. The Company has previously tested Ameca ore and has incurred a cost of $10,000 for doing so. The Company is waiting on the arrival of additional graphite ore from Ameca. Once the material arrives from Ameca, the Company will process the ore by purifying the graphite through its air classifier. This processing work will provide an understanding of the potential throughput of ore from Sri Lanka based on its specific chemical composition. After the process trials are completed, the Company will use the process data collected to provide a cost proposal to Ameca for the use of the Company’s Air Classifier at Ameca’s mine. The Company projects that $50,000 will be needed to complete the final processing and analysis of the latest ore samples.

10.2 Lochaber Property

The company intends to develop the Lochaber Property. During the quarter $15,287 of exploration works was conducted to keep the property in good standing until April 2023. This project will require a future fund raise to finance the drilling program. Timing for the drilling program is scheduled for spring of 2023.

10.3 SUB Battery Plant

The battery plant project is related to the recent acquisition of SUB. The Company anticipates that a battery prototype plant will be fully constructed and operational in Q4 2021. This plant will have capability to fabricate pouch cells for research and commercialization purposes. The construction of the plant has commenced and Company has budgeted that it will cost $600,000 to complete the battery plant. Once operational, this project will be complete and the Company will shift to battery fabrication, testing and validation.

10.4 Battery Fabrication, Testing and Validation

The solid electrolyte battery project is also related to the acquisition of SUB. This project involves fabrication, testing and validation of the batteries that are made specific to SUB’s intellectual property with the goal of commercialization. Prior to commercialization, a scale up of the technology and optimization of the battery formulations is necessary. It is expected that it will take at least two years to test and validate the technology for consumer use. $25,000 of expenses have been

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incurred to date to support the development of the technology. This project will require further fundraising to reach completion.

10.5 DNA Sensor

The DNA sensor is a small project that was initiated with the University of Western Ontario. The goal of this project is to research the commercialization of a DNA type sensor. The research contract signed with the University of Western Ontario will conclude in February of 2022 at which time a decision will be made regarding the status of the technology. $15,000 has been spent to date and the final installment is due upon project completion in 2022.

10.6 Air Classifier

The Air Classifier project is the development of machinery used to purify graphite ore concentrates to a high grade in excess of 90%. The Company built a first generation Air Classifier in 2018. In the past year, the Company has worked to improve the Air Classifier. To date, $25,000 has been spent on research and development of the Air Classifier. The Company anticipates that an additional $150,000 will be required to bring the technology to commercialization through process trials which are anticipated to commence sometime in 2022.

11 RECENT ACCOUNTING PRONOUNCEMENTS

At the date of authorization of these consolidated financial statements, the IASB and IFRIC have issued the following new and revised standards, amendments and interpretations which are not yet effective during the year ended October 31, 2021. The following new or amended standards are effective for year-ends starting after January 1, 2023 and have not yet been adopted by the Company.

• a) IAS1 “Presentation of financial statements” – amendments to the classification of liabilities as current. The objectives of the amendments to the provide clarification on the classification of liabilities and state explicitly than a company classifies a liability as current when it does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.

• b) IAS8 “Accounting Policies, Changes in Accounting Estimates and Errors” – amendment. The amendment provides a definition of accounting estimates and provides clarifications to help distinguish between accounting policies and accounting estimates. Accounting estimates are defined as monetary amounts that are subject to measurement uncertainty.

The Company does not anticipate that adoption of the above standards will have significant financial reporting implications.

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12 LIQUIDITY AND CAPITAL RESOURCES

At the end of this reporting quarter, Volt had a working capital deficiency of $1,261,011 compared to $1,785,849 as of October 31, 2020, an improvement of $524,838, primarily due to repayment of accounts payable. Cash at October 31, 2021 was $141,996 compared to $29,441 as at October 31, 2020.

The following funding was received during the reporting period.

Issuance of shares due to private placement:

• None during the current quarter.

Issuance of shares and exercise of warrants:

• On September 9, 2021 the Company issued 300,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.075 per share for gross proceeds of $22,500.

Issuance of shares and exercise of options:

• On August 9, 2021 the Company issued 1,000,000 common shares in the capital of the Company due to exercise of options at an exercise price of $0.05 per share for gross proceeds of $50,000.

• On October 4, 2021 the Company issued 1,500,000 common shares in the capital of the Company due to exercise of options at an exercise price of $0.05 per share for gross proceeds of $75,000.

Volt currently does not have credit facilities with financial institutions and does not anticipate that it will generate significant revenue from its activities during the next few months; therefore, it will rely on its ability to obtain equity financing for operations.

Management anticipates that it will be able to raise sufficient capital to further explore and develop its properties and carry out its projects in the future. The Company, however, cannot provide any assurance that equity financing will be available on terms and conditions acceptable to the Company.

As at October 31, 2021, the classification of the financial instruments, as well as their carrying values and fair values, with comparative figures for October 31, 2020 are shown in the table below:

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	October 31, 2021	October 31, 2021	October 31, 2020	October 31, 2020
	Fair value	Carrying	Fair value	Carrying
		value		value
Financial assets
Cash	141,996	141,996	29,441	29,441
Accounts receivable_(1)_	3,427	3,427	-	-
Financial liabilities
Accounts payable and
accrued liabilities	957,079	957,079	1,544,327	1,544,327
Notes payable	444,452	444,452	139,521	139,521
Interest payable	65,141	65,141	1,734	1,734
Other liabilities	85,000	85,000	147,500	147,500

(1) Excluding taxes receivable

In a prior year, Canada Revenue Agency ("CRA") commenced an audit of the Company's tax filings related to flow-through shares. In the prior year, CRA accepted, in part, the Company's original filing. The Company maintains a provision of $85,000 (2020 - $85,000) related to estimated expenses for the indemnification of flow through shares to investors.

The following table summarizes the contractual maturities of the Company’s financial liabilities at October 31, 2021:

	Contractual	Less than
	cash flows	oneyear
Accounts payable and
accrued liabilities	$ 957,079	$ 957,079
Notes payable	444,452	444,452
Interest payable	65,141	65,141
Other liabilities	85,000	85,000
	$1,551,672	$1,551,672

The Company is committed to lease payments as follows:

2022		$ 138,061
2023		141,437
2024		144,914
2025		148,492
After		913,872
	$	1,486,776

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13 CONTINGENCY

The Company has been named as a defendant in a statement of claim filed on January 5, 2021 in the Province of Ontario. The plaintiff is a former director and officer seeking $814,820 for unpaid compensation, and $1,000,000 for wrongful termination and damages. The Interim Financial Statements include a provision for unpaid compensation of $241,820 as discussed under “Related Party Transactions” below. Management has filed a statement of defense and counterclaim. The counterclaim against the plaintiff and other non-arm’s length parties seeks damages up to $3 million, plus further amounts which will be particularized prior to trial. The next step is to undertake the exchange of affidavit documents and schedule examinations for discovery. As the outcome of this lawsuit and any liability to the Company cannot be reasonably determined at this time, no additional provisions have been made in the Financial Statements.

14 OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

15 DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

There are no additional disclosure requirements concerning the Company’s capitalized exploration and development costs and general and administrative expenses.

16 SHARES ISSUED AND OUTSTANDING

Statement of Changes in Shareholders’ Equity, Common Shares

Beginning balance Shares issued for non-cash items Share issuance costs Private placement Issued for acquisition of subsidiary Option exercise Warrant exercise Balance		October 31, 2021 Number of shares Share Capital	October 31, 2021 Number of shares Share Capital
		83,797,532 $21,190,744 115,000 5,750 - (44,504) 10,500,000 997,500 22,000,000 1,320,000 4,850,000 242,500 8,131,250 494,062
		129,393,782	$24,206,052

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Beginning balance Private placements Share issuance costs Balance		October 31, 2020 Number of shares Share Capital	October 31, 2020 Number of shares Share Capital
		75,892,532 $21,011,573 7,905,000 197,625 - (18,454)
		83,797,532	$21,190,744

On August 9, 2021 the Company issued 1,000,000 common shares in the capital of the Company due to exercise of options at an exercise price of $0.05 per share for gross proceeds of $50,000.

On August 11, 2021 the Company granted 1,280,000 common share stock options to a director and officer and a director of the Company with an exercise price of $0.16. The options expire on August 11, 2026.

On September 9, 2021, 2021 the Company issued 300,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.075 per share for gross proceeds of $22,500.

On October 4, 2021 the Company issued 1,500,000 common shares in the capital of the Company due to exercise of options at an exercise price of $0.05 per share for gross proceeds of $75,000.

On October 6, 2021 the Company granted 1,500,000 common share stock options to a director and officer and to a consultant of the Company with an exercise price of $0.15. The options expire on October 6, 2026.

Subsequent to year end, on January 12, 2022, 2021 the Company issued 500,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.05 per share for gross proceeds of $50,000.

Subsequent to year-end, on January 31, 2022, the Company closed on a private placement for 5,600,000 units at a price of $0.125 per unit for gross proceeds of $700,000. Each unit consisted of one common share and one-half warrant at $0.25 per share. The warrants expire two years from the date of issuance.

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As of February 25, 2022, the date of this MD&A, the Company has the following common shares, stock option and warrants outstanding:

Common shares	135,493,782
Options	8,980,000
Share purchase warrants	16,398,750

17 OPTIONS

	Number of	Weighted Average
	options	Exercise Price
Balance, November 1, 2020	260,000	$0.20
Granted	12,430,000	$0.09
Expired	(260,000)	$0.20
Exercised	(4,850,000)	$0.05
Balance October 31, 2021	7,580,000	$0.12

17.1 Options Granted

A summary of outstanding options as at October 31, 2021 is as follows:

Number of Shares Exercise Expiry Under Option Price Date	Number of Shares Exercise Expiry Under Option Price Date
	2,450,000 $0.05 December 14, 2025 2,350,000 $0.15 July 26, 2026 1,280,000 $0.16 August 11, 2026 1,500,000 $0.15 October 6, 2026 7,580,000

Subsequent to year-end, on February 16, 2022, the Company granted 1,400,000 options to a director and officer of the Company with an exercise price of $0.125. The options expire on February 15, 2027.

17.2 Warrants

A summary of outstanding warrants as at October 31, 2021 and October 31, 2020 is as follows:

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		Number of	Weighted Average
		Warrants	Exercise Price
Balance, October 31, 2019		16,850,750	$0.14
Granted		7,905,000	$0.05
Expired		-	-
Exercised		-	-
Balance October 31, 2020		24,755,750	$0.11
Granted		3,500,000	$0.25
Expired		(6,025,750)	$0.21
Exercised		(8,131,250)	$0.06
Balance October 31, 2021		14,098,750	$0.13
A summary of outstanding warrants as at October 31, 2021 is			as follows:
Number of	Exercise		Expiry
Warrants	Price		Date
1,898,750	$0.05	April 18, 2022
1,637,500	$0.22	May 17, 2022
1,125,000	$0.22	May 29, 2022
285,000	$0.05	June 10, 2022
5,652,500	$0.05	October	9, 2023
3,500,000	$0.25	May 21, 2023
14,098,750

18 RELATED PARTY TRANSACTIONS

Transactions between the Company and related parties during the three and twelve months ended October 31, 2021 consisted of the following:

Dr. Zhongwei Chen is a director of Volt and a director of Granano Tech Inc., which provides the services of Dr. Chen to lead research and development of the solid state battery from prototype to commercialization. An arm’s-length agreement was signed with Dr. Chen prior to the completion of the acquisition of SUB and Dr. Chen’s appointment to the board of Volt. During the year ended October 31, 2021 the Company incurred fees of $50,000 (2020 - $nil) as a result of this contract.

V-Bond Lee is a director and officer of Volt and an owner and director of Advanced Mobility Products Inc., a company that provides management consulting services. During the year ended October 31, 2021 the Company incurred management fees of $155,000 (2020 - $120,000) to Advanced Mobility Products Inc. for V-Bond’s role as Chief Commercialization Officer and later Chief Technology Officer.

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V-Bond Lee is a director and officer of Volt and a director of Premium Mobility Inc., a company that provides specialized technical and administrative resources to execute the development of the solid-state battery. During the year ended October 31, 2021 the Company incurred fees of $13,500 (2020 - $nil) as a result of this contract. This service was provided on no less favorable terms than an arm’s length party would have provided.

Stewart Delion was an officer of Volt. An arm’s length agreement was signed with Mr. Delion regarding his appointment as an officer in the role of Chief Operating Officer. During the year ended October 31, 2021, the Company incurred fees of $10,000 (2020 - $nil) as a result of this contract for his officer capacity.

Accounts payable and accrued liabilities in the financial statements includes $241,820 owing to a company controlled by a former director and officer that is no longer related party of the Company. This amount is still included in accounts payable but is in dispute as discussed in Note 20 to the financial statements and under the heading “Contingency” above.

These transactions occurred during the normal course of operations and are measured at the amount of consideration agreed to by the parties.

18.1 RELATED PARTY LOANS

The Company currently has unsecured promissory notes payable to William Pfaffenberger, a senior officer and director of the Company, due upon demand, bearing interest at 10% per annum in the amount of $nil ($13,000 – October 31, 2020).

The Company currently has unsecured promissory notes payable to William Pfaffenberger, a senior officer and director of the Company, due January 6, 2022 and February 19, 2022, bearing interest at 12% per annum in the total amount of $165,000 ($nil – October 31, 2020).

The amount of $14,000 owing to William Pfaffenberger, a senior officer and director of the Company, for interest payable on the above loans is included in interest payable.

These loans are at market rates and are measured at the amount of consideration agreed to by the parties. These loans were provided to the Company on no less favorable terms than an arm’s length party would have provided.

19 RISK AND UNCERTAINTIES

The Company operates in an industry that contains various risks and uncertainties. The risks and uncertainties listed below are not the only ones to which the Company is subject. Additional risks and uncertainties not presently known by the Company, or which the Company deems to be currently insignificant, may impede the Company’s performance.

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The materialization of one of the following risks could harm the Company’s activities and have significant negative impacts on its financial situation and its operating results. In that case, the Company’s stock price could be affected.

19.1 Risk of New Mining Operations

The Lochaber Property does not have an operating history. Whether income will result from any of the Company’s activities, including, without limitation, the Lochaber Property, will depend on the successful establishment of new mining operations, including the construction and operation of a mine and the related infrastructure. As a result, the Company is subject to all of the risks associated with establishing new mining operations and business enterprises, including the timing and cost, which can be considerable, of the construction of mining and processing facilities and related infrastructure; the availability and cost of skilled labour and mining equipment; the need to obtain necessary environmental and other governmental approval and permits and the timing of the receipt of those approvals and permits; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to changes in the cost of fuel, power, materials and supplies.

Various factors, including the successful construction, commissioning and ramp-up of a mine on the Lochaber Property, costs, actual mineralization, consistency and reliability of graphite grades, commodity prices, future cash flow and profitability can affect successful project development, and there can be no assurance that current or future estimates of these factors will reflect actual results and performance. The design and construction of efficient processing facilities, the cost and availability of suitable machinery, supplies, mining equipment and skilled labour, the existence of competent operational management and prudent financial administration, as well as the availability and reliability of appropriately skilled and experienced consultants can also affect successful project development. It is common in new mining operations to experience unexpected problems and delays during construction, development, mine start-up and commissioning activities. Such factors can add to the cost of mine development, production and operation and/or impair production and mining activities, thereby affecting the Corporation’s profitability. Accordingly, there is no assurance that a mine on the Lochaber Property will ever be brought into a state of commercial production or that the Company’s activities will result in profitable mining operations.

19.2 Mineral Exploration and Development Activities Inherently Risky

The business of exploration for minerals and mining involves a high degree of risk that even a combination of experience, knowledge and careful evaluation may not be able to overcome. Few properties that are explored are ultimately developed into mineral deposits with significant value. Unusual or unexpected ground or water conditions, geological formation pressures, fires, rock bursts, power outages, labour disruptions,

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flooding, earthquakes, explosions, cave-ins, landslides, mechanical equipment and facility performance problems, the inability to obtain suitable adequate machinery, equipment or labour and other unfavourable operating conditions are some of the risks involved in the operation of mines and the conduct of exploration and development programs. Unknown rock mechanics and hydrogeological conditions that cannot be predicted ahead of mining, such as faulting, zones of weak rock, or zones of unanticipated water inflow, may only be discovered during mining and may require significant changes to the mining plan. While lab testing may reduce uncertainty in some of the rock properties, it is never possible to identify all of these potential risks in advance. The Company’s exploration or development properties and any future mining operations will be subject to all the hazards and risks normally incidental to exploration, development and production, any of which could result in work stoppages and damage to or destruction of exploration or development facilities, mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage

19.3 Uncertainty of Air Classifier Technology on a Commercial Basis

The Company’s proprietary Air Classifier technology for processing and purifying graphite has not been used on a commercial basis by the Company and there is no certainty that results achieved during small-batch testing, including those performed at when the Plant was in operation or as part of the computer simulations, can be replicated in commercial quantities, which would have a material adverse impact on the Company’s goals for the technology. The Company will be required to provide graphite that meets certain specifications. The inability of the Company to fully commission and scale-up its operations to process and purifying graphite that meet those specifications may have a material adverse effect on the Company.

The inability of the Company to use the Company’s Air Classifier technology or license the Air Classifier technology to 3[rd] parties would have a material adverse effect on the Company and may prevent the Company from commercializing its Air Classifier technology within the contemplated timeline.

The development of the Company’s proprietary Air Classifier technology for processing and purifying graphite may be complicated by third-party intellectual property rights (otherwise known as freedom to operate issues), because of the types of patents allowed by national patent offices. The Company may be forced to adapt its technology in order to ensure it does not conflict with any such third-party intellectual property rights. Further, the Company’s ability to successfully challenge third-party patent rights is dependent on the laws of national courts and there can be no assurance that the Company would successfully challenge third-party patent rights. In addition, the Company may face increasing competition from similar technology in the future. Similar technology can be a threat to the Company and it could prevent the Company from achieving commercial operations on a basis that is economically viable.

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19.4 Risks Related to Future Sale of Graphite Products

The Company is dependent on future sales of graphite-based products. Although the Company will continue strive to enter into sales agreements, including offtake agreements for future sales, no assurance can be given that the Company will be able to sell graphite-based products at such terms and conditions as are favourable for, or necessary to sustain the operations of the Company.

19.5 Technological Uncertainties that may affect Commercialization

The Company’s solid electrolyte battery technology and DNA Sensor technology is currently in the research and development phase. There is a risk that these technologies will not perform as expected and therefore, the Company may encounter delays to commercialization or may run the risk that the technologies will never be successfully commercialized. This means that the Company may never receive revenues or return on these research and development projects.

19.6 Technology May be Unable to Achieve Broad Market Acceptance

Even if the Air Classifier technology, solid electrolyte battery technology, and DNA Sensor technology development are successful, the Company’s ability to generate significant revenue and profits depends on the acceptance of these products by its customers and end users of the products. The market acceptance of any product depends on a number of factors, including but not limited to awareness of a product's availability and benefits, the price and cost effectiveness of these products relative to competing products; general competition, and the effectiveness of marketing and distribution efforts. Any factors preventing or limiting the market acceptance of the Company’s technology, products or solutions could have a material adverse effect on its business, results of operations and financial condition.

19.7 Intellectual Property Risks

The Company relies on the ability to protect its intellectual property rights and depends on patent and trade secret legislation to protect its proprietary know-how. There is no assurance that the Company has adequately protected or will be able to adequately protect its valuable intellectual property rights, or will at all times have access to all intellectual property rights that are required to conduct its business or pursue its plan, or that the Company will be able to adequately protect itself against any intellectual property infringement claims. There is also a risk that the Company’s competitors could independently develop similar technology, processes or know- how; that the Company’s trade secrets could be revealed to third parties; that any current or future patents, pending or granted, will be broad enough to protect the Company’s intellectual property rights; or, that foreign intellectual property laws will adequately protect such rights. The inability to protect the Company’s intellectual property could have a material adverse effect on the Company’s business, results of operations and financial condition.

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19.8 Public Company Obligations

As a publicly listed corporate entity, the Company is subject to evolving rules and regulations promulgated by a number of governmental and self-regulated organizations, including the Canadian Securities Administrators (CSA), the TSX Venture Exchange, and the International Accounting Standards Board, which govern corporate governance and public disclosure regulations. These rules and regulations continue to evolve in scope and complexity creating many new requirements, which increase compliance costs and the risk of non-compliance. The Company’s efforts to comply with these rules and obligations could result in increased general and administration expenses and a diversion of management time and attention from financing, development, operations and, eventually, revenue-generating activities.

19.9 Financing Requirements

Substantial additional capital is required to bring the Lochaber Property mine into production, to commercialize the Air Classifier Technology and for other purposes. When such additional capital is required, the Company will need to pursue various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. Additional financing may not be available when needed or, if available, the terms of such financing might not be favourable to the Company and might involve substantial dilution to existing shareholders. The Company may not be successful in locating suitable financing transactions in the time period required or at all and may not obtain the capital required by other means. A failure to raise capital when needed would have a material adverse effect on the Company’s business, financial condition and results of operations. Any future issuance of equity to raise required capital will likely be dilutive to shareholders. In addition, debt and other mezzanine financing may involve a pledge of assets and may be senior to interests of equity holders. The Company may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses

and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the Company’s industry in particular) and/or the loss of key management personnel. Further, if the demand for graphene and graphene-enhanced products decreases, then potential revenues will likely decrease or not materialize and such decreased revenues may increase the requirements for capital. Failure to obtain sufficient financing will result in a delay or indefinite postponement of development of revenue streams.

19.10 Negative Operating Cash Flow

As the Company currently has a negative operating cash flow and may continue to have that for the foreseeable future. The Company’s failure to achieve profitability and positive operating cash flows could have a material adverse effect on its financial condition and results of operations.

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19.11 Claims and Legal Proceedings

The Company is currently subject to a claim related to an ex-officer and director of the Company and may be subject to claims or legal proceedings covering a wide range of matters that arise in the ordinary course of business activities. These matters may give rise to legal uncertainties or may have unfavourable results. In addition, the Company may be involved in disputes with other parties in the future that may result in litigation or unfavourable resolution which could materially adversely impact its financial position, cash flow and results of operations.

20 APPROVAL

The Audit Committee of the Board of Directors appointed by the Board and consisting of three directors, one of whom is an independent director, has reviewed this document pursuant to its mandate and charter. The Board of Directors of Volt has approved the disclosure contained in the MD&A.

21 FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking statements concerning the Company’s business and affairs. In certain cases, forward-looking statements can be identified by the use of words such as ‘‘plans’’, ‘‘expects’’ or ‘‘does not expect’’, “intends” ‘‘budget’’, ‘‘scheduled’’, ‘‘estimates’’, “forecasts’’, ‘‘intends’’, ‘‘anticipates’’ or variations of such words and phrases or state that certain actions, events or results ‘‘may’’, ‘‘could’’, ‘‘would’’, ‘‘might’’ or ‘‘will be taken’’, ‘‘occur’’ or ‘‘be achieved’’.

These forward-looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially due to any number of factors, including such variables as new information regarding potential mineral reserves, changes in demand for and commodity prices of graphite, molybdenum or any other commodity, legislative, environmental and other regulatory approval or political changes. Although the Company believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that these expectations will prove to be correct. Such statements include statements with respect to: (i) the Company’s anticipation that it will be able to utilize the air classifier in the future development of the Lochaber Property; (ii) the implicit assumption that the Lochaber Property will be developed in the future: (iii) the expectation that the Plant and mill will be able to create a variety of sizing and shaping without waste; (iv) the expectation that the research with Waterloo to further develop a composite electrolyte for solid electrolyte batteries; (v) the plan for the Company to focus on the enhancement of graphite minerals which it anticipates can be used for the design and build of green energy storage; (vi) the assumption that the Ameca Ltd. mineral resource will be brought into production and Company’s attempt to realize the potential of the same through its offtake agreement; (vii) Volt ’s expectation that it will be able to purify the ore from the Ameca Ltd. mineral resource; (viii) Volt ’s expectation that the purified ore will be desirable for use in consumer products e; (ix) the plan for the Company

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to continue to align with clean energy creation and energy storage companies around the world; (x) the intention that the Company will continue to pursue sales and other revenue streams through offtake agreements, joint ventures, acquisitions, and material trade; (xi) the plan for further collaboration and business with companies that require advanced materials; (xii) management’s anticipation that the Company will not generate significant revenue from its activities during the next few months; (xiii) the expectation that the Company will rely on its ability to obtain equity financing for operations; and (xiv) management’s anticipation that the Company will be able to raise sufficient capital to further explore and develop its properties and carry out its projects in the future. Statements of past performance should not be construed as an indication of future performance. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors, including those discussed above, could cause actual results to differ materially from the results discussed in the forward-looking statements. Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement.

All of the forward-looking statements made in this MD&A are qualified by these cautionary statements. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking information is provided as of the date of this MD&A, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required under applicable securities legislation.

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