Volta Metals Ltd. - Annual Report 2023

Audited Consolidated Financial Statements of

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.)

For the year ended December 31, 2023 and the period from April 19, 2022 (incorporation) to December 31, 2022

(Expressed in Canadian dollars

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INDEPENDENT AUDITOR’S REPORT

To the Shareholders of

Volta Metals Ltd. (formerly Cashbox Ventures Ltd.)

Opinion

We have audited the accompanying consolidated financial statements of Volta Metals Ltd. (formerly Cashbox Ventures Ltd.) (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2023 and 2022, and the consolidated statements of loss and comprehensive loss, cash flows, and changes in shareholders’ equity for the year ended December 31, 2023 and the period from incorporation on April 19, 2022 to December 31, 2022, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for the year ended December 31, 2023 and the period from incorporation on April 19, 2022 to December 31, 2022 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 of the consolidated financial statements, which indicates that the Company has not yet achieved profitable operations and as at December 31, 2023 had accumulated losses of $2,895,708 and expects to incur further losses in the development of its business. As stated in Note 2, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our auditor’s report.

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Assessment of Impairment Indicators of Exploration and Evaluation Assets (“E&E Assets”)

As described in Note 7 to the consolidated financial statements, the carrying amount of the Company’s E&E Assets was $675,572 as of December 31, 2023. As more fully described in Notes 3 and 4 to the consolidated financial statements, management assesses E&E Assets for indicators of impairment at each reporting period.

The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the assets’ carrying amount which is impacted by the Company’s intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Asset.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:

Evaluating management’s assessment of impairment indicators.
Evaluating the intent for the E&E Assets through discussion and communication with management.
Reviewing the Company’s recent expenditure activity and expenditure budgets for future periods.
Assessing compliance with agreements including reviewing option agreements, vouching cash payments and share issuances, and confirming with optionors.
Assessing the Company’s rights to explore E&E Assets including sending confirmation requests to optionors to ensure good standing of agreements.
Obtaining, on a test basis through government websites, confirmation of title to ensure mineral rights underlying the E&E Assets are in good standing.

Reverse Takeover Transaction

As described in Notes 2 and 5 of the consolidated financial statements, during the year ended December 31, 2023 Cashbox Ventures Ltd. (“Cashbox”) acquired all of the issued and outstanding common shares of LiCAN Exploration Inc. (“LiCAN”) and subsequently changed its name to Volta Metals Ltd. This transaction resulted in a reverse takeover where LiCAN was the continuing entity for accounting purposes with the comparative figures presented being those of LiCAN. The RTO was treated as a recapitalization under the relevant standards resulting in listing expense recorded in the consolidated financial statements. As further described in Note 4 of the consolidated financial statements, significant judgements were required to determine control in the transaction and whether Cashbox’s operations constituted a business and the relevant accounting considerations.

The principal considerations for our determination that the reverse takeover transaction is a key audit matter are that there was judgment made by management when assessing whether LiCAN obtained control through the acquisition and whether Cashbox’s operations constituted a business. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of accounting for the reverse takeover transaction.

Our audit procedures included, but were not limited to:

Obtaining and reviewing agreements associated with the transaction.
Ensuring the transaction constitutes a reverse acquisition as defined by IFRS Accounting Standards.
Evaluating the appropriateness of management’s assessment of the nature of operations of Cashbox and whether the activities constituted a business.
Ensuring the purchase price equation is calculated appropriately.
Completing audit procedures on opening balance accounts, including cut-off procedures as at the transaction date.
Ensuring necessary disclosure is included in the consolidated financial statements.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year ended and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Zachary Faure.

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Vancouver, Canada

Chartered Professional Accountants

April 4, 2024

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

As at December 31,

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Consolidated Statements of Financial Position (Expressed in Canadian dollars) As at December 31,
Note	2023 2022
ASSETS Current Cash and cash equivalents Receivables 6 Prepaid expenses	$ $ 296,644 16,478 176,992 1,705 28,524 -
Exploration and evaluation assets 7 Equipment 8	502,160 18,183 675,572 177,567 59,139 -
Total assets	1,236,871 195,750
LIABILITIES Current Accounts payable and accrued liabilities 11 Shareholder loans 11	114,005 14,993 - 75,000
Total liabilities	114,005 89,993
SHAREHOLDERS’ EQUITY Share capital 9(b) Equity reserves 9(c)(d) Accumulated deficit	3,854,001 122,000 164,573 - (2,895,708) (16,243)
Total shareholders’ equity	1,122,866 105,757
Total liabilities and shareholders’ equity	1,236,871 195,750

Nature of operations and going concern (Note 2)

Approved and authorized for issue on behalf of the Board of Directors:

/s/ Kerem Usenmez /s/ Murray Hinz Director Director

The accompanying notes are an integral part of these consolidated financial statements.

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

Note	Year ended December 31, 2023 April 19, 2022 (incorporation) to December 31, 2022
Expenses Depreciation 8 Directors’ fees 11 Exploration and evaluation 7 General and administrative Insurance Management fees 11 Marketing and investor relations Professional fees Share-based compensation 9(d) Transfer agent and filing fees	$ $ 9,098 - 111,110 - 834,374 9,551 18,625 1,448 10,325 - 265,750 - 51,342 750 149,129 4,494 143,661 - 16,925 -
Other items Interest expense 11 Interest income Impairment of exploration and evaluation assets 7 Listing expense 5 Settlement of flow-through premium liability 10	1,610,339 16,243 (4,066) - 6,212 - (102,729) - (1,278,543) - 110,000 -
Loss and comprehensive loss for theperiod	(2,879,465) (16,243)
Loss per share: Basic and diluted	(0.10) (0.01)
Weighted average number of common shares: Basic and diluted	29,702,244 1,946,304

The accompanying notes are an integral part of these consolidated financial statements.

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

Note	Year ended December 31, 2023 April 19, 2022 (incorporation) to December 31, 2022
Operating activities: Loss and comprehensive loss for the period Items not affecting cash: Depreciation Share-based compensation Warrants issued for exploration and exploration expenses Impairment of exploration and evaluation assets Listing expense Settlement of flow-through premium liability Changes in non-cash working capital: Receivables Prepaid expenses Accounts payable and accrued liabilities	$ $ (2,879,465) (16,243) 9,098 - 143,661 - 7,611 - 102,729 - 1,278,543 - (110,000) - (117,700) (1,705) (28,524) - (18,342) 6,626
Cash used in operating activities	(1,612,389) (11,322)
Investing activities: Investment in exploration and evaluation assets Purchase of equipment Cash acquired on the reverse takeover 5 Cash paid for reverse takeover costs 5	(182,300) (169,200) (68,237) - 522,935 - (365,886) -
Cash used in investing activities	(93,488) (169,200)
Financing activities: Proceeds from the issuance of common shares Share issuance costs paid in cash Proceeds from loan payable 5 Shareholders loans	1,770,000 122,000 (33,957) - 250,000 - - 75,000
Cash provided by financing activities	1,986,043 197,000
Net change in cash and cash equivalents Cash and cash equivalents, beginning of period	280,166 16,478 16,478 -
Cash and cash equivalents, end ofperiod	296,644 16,478
Cash and cash equivalents consist of: Cash Cash equivalents	94,380 16,478 202,264 -
	296,644 16,478
Supplemental cash flow information: Income taxes paid Interest paid Exploration and evaluation assets in accounts payable Issuance of common shares in the reverse takeover 5 Issuance of common shares for settlement of accounts payable 5 Issuance of common shares for shareholder loans 5 Issuance of warrants in the reverse takeover 5 Issuance of options in the reverse takeover 5 Issuance of common shares for exploration and evaluation assets 7,9 Issuance of warrants for exploration and evaluation expenses 9	- - 4,066 - - 8,367 1,487,524 - 125,000 - 75,000 - 1,066 - 12,235 - 418,434 - 7,611 -

The accompanying notes are an integral part of these consolidated financial statements.

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian dollars, except number of shares)

					Total
	Number of	Share	Equity	Accumulated	shareholders’
	shares	capital	reserves	deficit	equity
	#	$	$	$	$
Balance, April 19, 2022 (date of incorporation)	-	-	-	-	-
Common shares issued in private placement	12,200,000	122,000	-	-	122,000
Loss and comprehensive loss for the period	-	-	-	(16,243)	(16,243)
Balance, December 31, 2022	12,200,000	122,000	-	(16,243)	105,757
Common shares issued for reverse takeover	14,875,235	1,487,524	13,301	-	1,500,825
Share restructuring in connection with reverse takeover	(7,224,840)	-	-	-	-
Common shares issued in private placement	17,500,000	1,750,000	-	-	1,750,000
Flow-through common shares issued in private placement	1,100,000	220,000	-	-	220,000
Flow-through premium liability	-	(110,000)	-	-	(110,000)
Share issuance costs	-	(33,957)	-	-	(33,957)
Common shares issued under property option agreement:
Crescent Lake Project	140,000	14,000	-	-	14,000
Falcon West Project	2,431,655	286,331	-	-	286,331
Root River Project	167,866	13,429	-	-	13,429
Swole Lake Project	200,000	40,000	-	-	40,000
Wakeman Project	200,000	32,000	-	-	32,000
White Lights Project	323,196	32,674	-	-	32,674
Issuance of warrants under exploration agreement	-	-	7,611	-	7,611
Share-based compensation	-	-	143,661	-	143,661
Loss and comprehensive loss for the year	-	-	-	(2,879,465)	(2,879,465)
Balance, December 31, 2023	41,913,112	3,854,001	164,573	(2,895,708)	1,122,866

The accompanying notes are an integral part of these consolidated financial statements.

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Notes to the Consolidated Financial Statements For the year ended December 31, 2023 and the period from April 19, 2022 (incorporation) to December 31, 2022 (Expressed in Canadian dollars)

1. REPORTING ENTITY

Volta Metals Ltd. (the “Company” or “Volta”) (previously known as Cashbox Ventures Ltd.) was incorporated under the laws of British Columbia on April 3, 2018. The Company’s head office and principal address is Suite 700A, 390 Bay Street, Toronto, Ontario M5H 2Y2. The Company is listed on the Canadian Securities Exchange (the “CSE”) under the ticker symbol “VLTA” (previously “CBOX.X”) and the Frankfurt Stock Exchange under the symbol “D0W”.

2. NATURE OF OPERATIONS AND GOING CONCERN

The Company’s principal business activities include the acquisition and exploration of mineral property assets. The Company is considered to be in the exploration stage with respect to its interests in exploration and evaluation assets. The recoverability of the amounts comprising exploration and evaluation assets is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain the necessary financing to successfully complete their exploration and development, and future profitable production.

On May 30, 2023, the Company completed a reverse takeover transaction whereby Volta (then known as Cashbox Ventures Ltd.) and LiCAN Exploration Inc. (“LiCAN”) entered into a transaction whereby Volta acquired all of the outstanding shares of LiCAN (Note 2a and 5).

a) Reverse takeover transaction (“RTO Transaction”)

LiCAN was a privately held mineral exploration company incorporated on April 19, 2022, in the province of Ontario pursuant to the Business Corporations Act (Ontario).

On March 27, 2023, LiCAN entered into a definitive agreement with Volta whereby Volta would acquire all of the issued and outstanding common shares of LiCAN in exchange for common shares of Volta (the “RTO Transaction”). As consideration for the LiCAN shares, Volta issued shares to LiCAN shareholders on the basis of approximately 0.41 Volta shares for each LiCAN share. Pursuant to the RTO Transaction, Volta issued an aggregate of 4,975,160 Volta shares to LiCAN shareholders. In connection with the completion of the RTO Transaction, all of the directors, except one and all of the officers of Volta, resigned. The RTO Transaction constituted a reverse takeover acquisition for accounting purposes whereby LiCAN acquired Volta. For accounting purposes, LiCAN (the legal subsidiary) is treated as the accounting acquirer, and Volta (the legal parent) is treated as the accounting acquiree in these consolidated financial statements, which are presented as the continuation of the financial statements of LiCAN. The comparative figures are those of LiCAN prior to the reverse takeover acquisition. Volta’s results of operations are included from the transaction date, May 30, 2023.

Effective May 30, 2023, the RTO Transaction closed, whereby Volta issued 4,975,160 common shares to LiCAN’s shareholders (Note 5). In connection with the completion of the RTO Transaction, Volta cancelled 2,808,546 stock options and 509,704 warrants, resulting in 299,078 stock options and 150,000 warrants remaining.

Concurrent with the RTO Transaction, the Company completed a consolidation of its common shares on a ten-for-one basis. All share and per share amounts have been retrospectively adjusted to reflect the consolidation. Any references to common shares are on a post-consolidation basis. The number of warrants and stock options and their respective exercise prices have been retrospectively adjusted to reflect the effects of the consolidation. In addition, in connection with the RTO Transaction, the Company completed a non-brokered private placement of 17,500,000 common shares at a price of $0.10 per share for gross proceeds of $1,750,000. In connection with the completion of the RTO Transaction, Cashbox Ventures Ltd. changed its name to Volta Metals Ltd.

In November 2023, LiCAN redomiciled from Ontario to British Columbia and continued under the name 1450755 B.C. Ltd. The continuation of LiCAN to British Columbia was done to facilitate the amalgamation of LiCAN Exploration Inc. into Volta Metals Ltd., which occurred subsequent to December 31, 2023, on January 1, 2024.

b) Going concern

The Company’s principal business activities include the acquisition and exploration of mineral property assets. The Company is in the exploration stage with respect to its interests in exploration and evaluation assets. The recoverability of the amounts comprising exploration and evaluation assets is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain the necessary financing to successfully complete their exploration and development, and future profitable production.

2. NATURE OF OPERATIONS AND GOING CONCERN (continued)

b) Going concern (continued)

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at December 31, 2023, the Company has not yet achieved profitable operations and had accumulated losses of $2,895,708 (December 31, 2022 - $16,243) since inception and expects to incur further losses in the development of its business. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The continuing operations of the Company are dependent upon obtaining the necessary financing to meet the Company’s commitments as they come due and to finance future exploration and development of potential business acquisitions, economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, and upon future profitable production. Failure to continue as a going concern would require that assets and liabilities be recorded at their liquidation values, which may differ materially from their carrying values. These consolidated financial statements do not include adjustments that would be necessary should the Company be unable to continue as a going concern.

3. MATERIAL ACCOUNTING POLICY INFORMATION

a) Statement of compliance

These consolidated financial statements as at and for the year ended December 31, 2023 and the period from incorporation on April 19, 2022 to December 31, 2022 have been prepared in accordance with IFRS as issued by the International Accounting Standard Board (“IASB”). The material accounting policies applied in these financial statements are based on IFRS Accounting Standards issued and outstanding as of December 31, 2023.

These consolidated financial statements were approved and authorized for issuance by the Company’s Board of Directors on April 4, 2024.

b) Basis of measurement

The consolidated financial statements have been prepared using a historical cost basis, except for certain financial assets and liabilities, which are measured at fair value, as specified by IFRS Accounting Standards for each type of asset, liability, income, and expense as set out in the accounting policies below, as well as information presented in the consolidated statements of cash flows. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

c) Functional and presentation currency

The functional currency is the currency of the primary economic environment in which an entity operates. These consolidated financial statements have been prepared in Canadian dollars, which is the Company’s and its subsidiary’s functional and presentation currency, except as otherwise noted.

d) Basis of consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, LiCAN Exploration Inc. The Company’s consolidated financial statements include subsidiaries from the date control commences until the date control ceases. Control exists where the parent entity has power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. All intercompany transactions and balances are eliminated on consolidation.

e) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, bank deposits with no restrictions, and other short-term, highly liquid investments with original maturities of three months or less. As at December 31, 2023, the Company had cash equivalents of $202,264 (December 31, 2022 - $nil).

f) Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

g) Loss per share

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares using the treasury stock method. If the Company incurs net losses in a fiscal year, basic and diluted losses per share are calculated in the same manner. In the Company’s case, diluted loss per share is the same as basic loss per share as the effect of outstanding stock options and warrants on loss per share would be anti-dilutive.

h) Exploration and evaluation assets and expenses

Costs incurred before the Company has acquired the right to explore a property are expensed as incurred. Exploration and evaluation asset acquisition costs, including option payments, are capitalized. Exploration expenditures incurred prior to determining the feasibility of mining operations and deciding to proceed with development are recorded in profit or loss. Once a property is brought into production, the capitalized costs are amortized on a units-of-production basis or until the property is abandoned, sold, or management determines that the asset is no longer economically viable, at which time the unrecovered deferred costs are expensed to profit or loss. Proceeds received from the sale of any interest in a property are credited against the carrying value of the property, with any excess included in profit or loss.

i) Equipment

Equipment is stated at historical cost net of accumulated depreciation and impairment losses.

The cost of an item of equipment includes the purchase price or construction cost, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use, an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, and for qualifying assets, the associated borrowing costs.

Costs incurred for major overhaul of existing equipment and sustaining capital are capitalized as equipment and are subject to depreciation once they are available for use. Major overhauls include improvement programs that increase the productivity or extend the useful life of an asset beyond that initially envisaged. The costs of routine maintenance and repairs that do not constitute improvement programs are accounted for as repairs and maintenance.

The carrying amounts of equipment are depreciated to their estimated residual value over the estimated useful lives of the specific assets concerned or the estimated life-of-mine or lease, whichever is shorter. Depreciation starts on the date when commissioning is complete and the asset is ready for its intended use. A summary of the Company’s annual depreciation rates and methods is as follows:

	Depreciation	Depreciation
Class of equipment	rate	method
Exploration equipment	20%	Straight-line

j) Asset retirement obligations

The Company recognizes liabilities for statutory, contractual, constructive, or legal obligations associated with the retirement of exploration and evaluation assets and equipment when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to the related asset along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflects the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as the related asset.

The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates, and assumptions regarding the amount and timing of future expenditures. These changes are recorded directly to the related asset with a corresponding entry to the rehabilitation provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation, and changes in estimates.

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

k) Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares, stock options, and warrants are classified as equity instruments.

The Company records proceeds from common share issuances net of issue costs and any tax effects in equity. Common shares issued for consideration other than cash are valued based on their fair value on the date of issuance.

l) Flow-through shares

The issuance of flow-through shares is accounted for similarly to the issuance of a compound financial instrument. The liability component represents the premium paid for the tax benefit to the investors. Proceeds from the issuance of flow-through shares are allocated between shares issued and a liability account using the residual method. Proceeds are first allocated to shares according to the quoted price of existing shares at the time of issuance, and any residual in the proceeds is allocated to the liability. The liability is reduced, and other income is recognized at the time the eligible expenditures are incurred.

m) Share-based compensation

The Company has a stock option plan, which allows grants of options to purchase common shares by the Company’s directors, officers, employees, and consultants. The Company accounts for the stock options at their fair value and recognizes the cost as compensation expense over the vesting period, with the offset recorded to equity reserves. The amount recognized as share-based compensation expense is adjusted to reflect the number of awards for which the related service conditions are expected to be met such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service conditions at the vesting date.

The fair value of stock options granted to directors and employees is measured using the Black-Scholes option pricing model on the date of issuance. Share-based compensation to non-employees is measured at the fair value of the goods or services received or at the fair value of the equity instruments issued if it is determined that the fair value of the goods or services received cannot be reliably measured and is recorded at the date the goods or services are received.

Consideration received on the exercise of stock options is recorded as share capital, and the amount previously recognized in equity reserves is transferred to share capital. For vested options that are forfeited or expire unexercised, the initial fair value recorded remains in equity reserves. When the right to exercise options is forfeited before the options have vested, any expense previously recorded is reversed.

n) Warrants

Warrants issued by the Company typically accompany an issuance of common shares in the Company (a “unit”) and entitle the warrant holder to exercise the warrants for a stated price for a stated number of common shares of the Company. The fair values of the components of the units sold are measured using the residual value approach, where the value is allocated first to share capital based on the market value of common shares on the date of issue, and the residual value is allocated to the warrants. If the proceeds are less than or equal to the estimated fair market value of the common share issue, a nil carrying amount is assigned to the warrants. Where warrants are issued as compensation, they are recorded as share-based compensation.

When warrants are exercised, the cash proceeds along with the amount previously recorded in equity reserves, are recorded as share capital. When warrants are not exercised by the expiry date, the recognized amount shall be reallocated to share capital.

o) Income taxes

Provision for income taxes consists of current and deferred tax expenses. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized either in other comprehensive income (loss) or directly in equity, in which case it is recognized in other comprehensive income (loss) or in equity, respectively. Mining duties, taxes, royalties, and withholding taxes are treated and disclosed as current and deferred taxes if they have the characteristics of an income tax. This is considered to be the case when they are imposed by a government authority, and the amount payable is calculated by reference to taxable income.

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

o) Income taxes (continued)

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates and tax laws enacted or substantively enacted at the reporting date, adjusted for amendments to tax payable or recoverable with regard to previous years.

Deferred tax expense is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax expense is not recognized for temporary differences associated with the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss and temporary differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax expense is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred income tax assets and deferred income tax liabilities are offset only when there is a legally enforceable right to set off current tax assets against current income tax liabilities and when they relate to income taxes levied by the same taxation authority on the same taxable entity.

p) Financial instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. The Company determines the classification of its financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, the Company can make an irrevocable election (on an instrument-by-instrument basis) on the day of acquisition to designate them as at FVTOCI. Financial liabilities are measured at amortized cost unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

A summary of the Company’s classification of financial instruments under IFRS 9 Financial Instruments is as follows:

Financial instrument	Classification
Financial assets
Cash and cash equivalents	Amortized cost
Receivables	Amortized cost
Financial liabilities
Accounts payable and accrued liabilities	Amortized cost
Shareholder loans	Amortized cost

Measurement

Financial assets and liabilities carried at FVTPL are initially recorded at fair value, and transaction costs are expensed in the consolidated statements of income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are recognized in net income (loss) in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income (loss). The Company does not have any FVTPL financial assets or financial liabilities.

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

p) Financial instruments (continued)

Financial assets at FVTOCI

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Unrealized gains or losses arising from changes in the fair value of the financial assets and liabilities held at FVTOCI are recognized in other comprehensive income (loss). The Company does not have any FVTOCI financial assets.

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve-month expected credit losses.

The Company recognizes in the consolidated statements of income (loss) and comprehensive income (loss), as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of income (loss). However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

Financial liabilities

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of income (loss) and comprehensive income (loss).

q) Recent accounting pronouncements

International Accounting Standard (“IAS”) 1 and IFRS Practice Statement (“PS”) 2: In February 2021, the IASB issued amendments to IAS 1 and the IFRS PS 2, Making Materiality Judgements, to provide guidance on the application of materiality judgments to accounting policy disclosures. The amendments to IAS 1 replace the requirement to disclose “significant” accounting policies with a requirement to disclose “material” accounting policies. The standard was adopted by the Company on January 1, 2023.

The following amendments will be in effect for annual reporting periods beginning on or after January 1, 2024:

Presentation of financial statements

An amendment to IAS 1 was issued in January 2020 and applies to annual reporting periods beginning on or after January 1, 2024. The amendment clarifies the criterion for classifying a liability as non-current relating to the right to defer settlement of a liability for at least twelve months after the reporting period.

The Company anticipates that this amendment will not have a material impact on the results of operations and financial position of the Company.

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements requires management to exercise significant judgments in applying the Company’s accounting policies and make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are reviewed on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual future outcomes could differ from present estimates and assumptions, which may require material adjustments to the Company’s financial statements. Revisions to accounting estimates are accounted for prospectively.

Significant estimates and judgments exercised by management in applying the Company’s accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

a) Going concern presentation

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Management assesses the Company’s ability to continue as a going concern at each reporting date using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates and assumptions of future cash flows and other events (Note 2(b)), and subsequent changes could materially impact the validity of the assessment.

b) Acquisition accounting

The Company accounted for the RTO Transaction as a reverse takeover transaction. Significant judgement was required to determine that the application of this accounting treatment was appropriate for the RTO Transaction. The primary determination that Volta was not considered a business under IFRS 3 Business Combinations was that Volta did not have inputs and substantive processes that could collectively contribute to the creation of outputs prior to the RTO Transaction.

c) Control

At the time of the transaction, the legal parent assesses whether it has control over the acquiree. Control exists when the Company has power over an entity, when the Company is exposed or has rights to variable returns from the entity, and when the Company has the ability to affect those returns through its power over the entity. Where control exists, the Company consolidates the results of the acquired entity. In assessing control in the RTO Transaction, it was determined that control resided with LiCAN as the former board of directors became the majority board of directors of the combined entity, and the management of LiCAN continued as management of the combined entity.

Significant assumptions about the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities in the next year are as follows:

d) Review of asset carrying values and impairment assessment

In accordance with the Company’s accounting policy, the Company’s exploration and evaluation assets are evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed, and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash-generating group of assets is measured at the higher of fair value less costs to sell, and value in use.

The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as market and economic conditions, metal prices and forecasts, future plans for the Company’s mineral properties and mineral resources and/or reserve estimates.

The determination of fair value less costs to sell and value in use requires management to make estimates and assumptions about expected production, sales volumes, commodity prices, discount rates, mineral resources, operating costs, taxes, and future capital expenditures. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (continued)

e) Valuation of the consideration shares issued pursuant to the RTO Transaction

The fair value of the consideration shares was estimated based on the financing completed concurrent to the RTO Transaction. Changes in the assumptions used to determine the fair value of the common shares can materially affect the fair value estimate.

f) Equity-based compensation

The compensation cost associated with stock options and warrants granted under the terms of the instrument is measured at the grant date by using the Black-Scholes option pricing model to determine fair value. The Black-Scholes model requires the use of subjective estimates, in particular for the estimated life of options and warrants and the expected rate of volatility in the Company’s share price over the life of the instrument, which can materially affect the fair value estimate. The key assumptions used to derive the fair value of options granted in 2023 are detailed in Note 9.

g) Income taxes

The Company’s management makes significant estimates and judgments in determining the Company’s tax expense for the period and the deferred tax assets and liabilities. Management interprets tax legislation and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities. In addition, management makes estimates related to expectations of future taxable income based on cash flows from operations and the application of existing tax law. Assumptions used in the forecast of taxable profit are based on management’s estimates of future production and sales volume, commodity prices, operating costs, capital expenditures, and decommissioning and reclamation expenditures. These estimates are subject to risk and uncertainty and could result in an adjustment to the deferred tax asset and a corresponding credit or charge to the statement of operations and comprehensive loss.

A deferred tax asset is recognized to the extent that it is probable that taxable earnings will be available against which deductible temporary differences can be utilized.

h) Title to mineral property interests

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers, and title may be affected by undetected defects.

5. REVERSE TAKEOVER TRANSACTION

Upon the closing of the RTO Transaction on May 30, 2023, as outlined in Note 2(a), the following occurred:

Volta issued 4,975,160 common shares to LiCAN’s shareholders for a total fair value of $1,487,524.
Volta cancelled 2,808,546 stock options and 509,704 warrants, which resulted in 299,078 stock options and 150,000 warrants remaining.
Transaction costs of $490,886 were incurred, which was allocated as part of the consideration.
Volta completed a concurrent financing prior to the RTO Transaction whereby the Company issued 17,500,000 common shares of the Company for gross proceeds of $1,750,000 (Note 9(b)).

As a result of the RTO Transaction, LiCAN obtained control of the Company and is considered to have acquired the Company. The RTO Transaction constituted a reverse acquisition (“RTO”) whereby LiCAN (the legal acquiree) assumed control of Volta (the legal acquirer) through the issuance of common shares and establishment of LiCAN’s board of directors and management in order to assume the public listing of Volta.

These financial statements reflect the assets, liabilities, and operations of LiCAN since its incorporation and of the Company from April 19, 2022. Volta’s results of operations are included from the transaction date, May 30, 2023.

Volta did not qualify as a business according to the definition in IFRS 3 Business Combinations as the significant inputs, processes, and outputs, that together constitute a business, did not exist in the Company at the time of acquisition. As a result, the RTO Transaction was considered to be within the scope of IFRS 2 Share-based Payments, where LiCAN was deemed to have issued shares in exchange for the Company’s net assets and public listing. Accordingly, no goodwill or intangible assets were recorded with respect to the RTO Transaction, and the excess of consideration paid by LiCAN over net assets of Volta that were acquired has been recognized as a listing expense.

5. REVERSE TAKEOVER TRANSACTION (continued)

Net proceeds received by the Company on the concurrent closing of the financing was $1,550,000, as $200,000 in subscription receipts were used to settle $75,000 in accounts payable related to the RTO Transaction, settle the principal outstanding on two LiCAN shareholder loans totalling $75,000, and $50,000 as part of a $100,000 change of control payment (with an additional $50,000 paid in cash). Financing fees of $18,000 were also paid and recorded as share issue costs.

For accounting purposes, LiCAN (the legal subsidiary) has been treated as the accounting parent, and the Company (the legal parent) as the accounting subsidiary. The RTO Transaction was measured at the fair value of the equity instruments deemed to have been issued by LiCAN to acquire a 100% ownership interest in the Company. The fair value of the consideration paid by LiCAN, net of transaction costs, less the fair value of the net assets of the Company acquired by LiCAN, constitutes the listing expense and has been recorded in the statement of loss and comprehensive loss.

A summary of the Company’s fair value of assets acquired and liabilities assumed as well as the consideration paid as at the RTO date, is as follows:

	May 30, 2023
	$
Consideration paid:
Common shares (14,875,235 shares at $0.10 per share)	1,487,524
Fair value of replacement warrants (Note 9(c))	1,066
Fair value of replacement stock options (Note 9(d))	12,235
Transaction costs	490,886
	1,991,711
Fair value of net assets acquired:
Cash and cash equivalents	522,935
Receivables	57,587
Loan receivable(1)	250,000
Accounts payable and accruals	(117,354)
	713,168
Listing expense	1,278,543

(1) Upon completion of the RTO Transaction, the loan receivable was classified as an intercompany loan and eliminated on consolidation.

The RTO Transaction was measured at the fair value of the shares that LiCAN would have had to issue to the shareholders of Volta, being 14,875,235 common shares, to give the shareholders of the Company the same percentage equity interest in the combined entity that resulted from the RTO Transaction had it taken the legal form if LiCAN acquired the Company.

6 RECEIVABLES

The Company’s receivables arise from goods and services tax (“GST”) receivables due from Canadian taxation authorities.

	December 31,	December 31,
	2023	2022
	$	$
GST receivable	176,992	1,705
	176,992	1,705

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES

During the period from April 19, 2022 (incorporation) to December 31, 2022, and the year ended December 31, 2023, the Company incurred the following acquisition costs that were capitalized to exploration and evaluation assets:

	Crescent	Eau	Falcon	Junior	Kim	Root	Store		White
	Lake	Claire	West	Lake	Lake	River	Lake	Wakeman	Lights	Total
	$	$	$	$	$	$	$	$	$	$
Balance,
April 19, 2022
(incorporation)	-	-	-	-	-	-	-	-	-	-
Cash option
payments	14,000	-	50,000	-	15,000	54,300	15,000	-	20,000	168,300
Other	-	900	8,367	-	-	-	-	-	-	9,267
Balance,
December 31, 2022	14,000	900	58,367	-	15,000	54,300	15,000	-	20,000	177,567
Cash option
payments	15,000	-	100,000	10,000	-	5,000	-	10,000	35,000	175,000
Common shares	14,000	-	286,331	40,000	-	13,429	-	32,000	32,674	418,434
Other	-	-	-	7,300	-	-	-	-	-	7,300
Impairment	-	-	-	-	(15,000)	(72,729)	(15,000)	-	-	(102,729)
Balance,
December 31, 2023	43,000	900	444,698	57,300	-	-	-	42,000	87,674	675,572

A summary of the Company’s exploration and evaluation expenses is as follows:

		April 19, 2022
	Year ended	(incorporation) to
	December 31,	December 31,
	2023	2022
	$	$
Crescent Lake	74,074	-
Eau Claire	250	-
Falcon West	605,473	1,463
Junior Lake	12,965	-
Kim Lake	35,085	4,044
Root River	17,901	-
Store Lake	22,740	4,044
Wakeman	14,627	-
White Lights	38,381	-
Other explorationprojects	12,878	-
	834,374	9,551

a) Crescent Lake Project

On November 30, 2022, the Company entered into an option agreement (the “Crescent Lake Option Agreement”), under which the Company has the exclusive option to acquire a 100% interest in the Crescent Lake Project in northwestern Ontario, Canada (the “Crescent Lake Project”).

Pursuant to the terms of the Crescent Lake Option Agreement, on December 1, 2022, the Company made an initial cash payment of $14,000. On November 24, 2023, as per the option agreement, the Company made a second cash payment and issued 140,000 common shares with a fair value of $0.10 per share for a value of $14,000 (Note 9(b)).

To exercise the option in full, the Company must make an additional $51,000 in cash payments over a two-year period. A summary of the obligations the Company must meet to exercise the Crescent Lake Option Agreement in full is as follows:

	Cash	Share
Due date (on or before)	payments	Issuance
	$	$
December 5, 2022 (completed)	14,000	-
November 30, 2023 (completed, refer to Note 9(b))	15,000	14,000
November 30, 2024	21,000	-
November 30, 2025	30,000	-
	80,000	14,000

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

The Crescent Lake vendors retained a 1.5% net smelter return royalty (“NSR”) over the project. The Company has the right at any time to repurchase 0.5% of the NSR for $600,000 in cash.

A summary of the Company’s exploration and evaluation expenses on the Crescent Lake Project is as follows:

		April 19, 2022
	Year ended	(incorporation) to
	December 31,	December 31,
	2023	2022
	$	$
Assay and lab analysis	1,872	-
Camp	3,625	-
Community engagement	5,000	-
Fieldwork	62,640	-
Geological consulting	937	-
	74,074	-

b) Eau Claire Project

The Company has a 100% interest in various unpatented mining claims in northwestern Ontario, Canada, and is known as the “Eau Claire Project.” In October 2022, the Company incurred $900 in staking costs to secure the project. Exploration and evaluation expenses of $250 have been incurred on the project by the Company as of December 31, 2023.

c) Falcon West Project

On November 25, 2022, the Company entered into an option agreement (the “Falcon West Option Agreement”), under which the Company has the exclusive option to acquire a 100% interest in the Falcon West project in northwestern Ontario, Canada (the “Falcon West Project”).

To acquire a 100% interest in the Falcon West Project, the Company, over three years, must: (i) pay a total of $420,000 in cash payments to the optionor; (ii) issue common shares having an aggregate value at the time of issuance equal to $1,090,000 to the optionor; and (iii) incur an aggregate minimum of $1,300,000 in exploration expenditures on the project.

In November 2022, the Company made an initial cash payment of $50,000, and in June 2023, issued 431,655 common shares at a fair value of $0.20 per share for a value of $86,331 (Note 9(b)). In November 2023, the Company made a cash payment of $100,000 and issued 2,000,000 common shares with a fair value of $0.10 per share for a value of $200,000 (Note 9(b)).

A summary of the obligations the Company must meet to exercise the Falcon West Option Agreement in full is as follows:

	Exploration	Cash	Share
Due date (on or before)	expenditures	payments	issuance
	$	$	$
November 30, 2022 (completed)	-	50,000	-
June 5, 2023 (completed, refer to Note 9(b))	-	-	90,000
November 25, 2023 (completed, refer to Note 9(b))	250,000	100,000	200,000
November 25, 2024	300,000	120,000	300,000
November 25, 2025	750,000	150,000	500,000
	1,300,000	420,000	1,090,000

The Company incurred $8,367 in legal expenses acquiring the Falcon West Project, which was capitalized as an acquisition cost to exploration and evaluation assets.

The Falcon West vendor retained a 1.5% NSR over the project. The Company has the right at any time to repurchase 1% of the NSR for $1,000,000 in cash.

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

c) Falcon West Project (continued)

A summary of the Company’s exploration and evaluation expenses on the Falcon West Project is as follows:

		April 19, 2022
	Year ended	(incorporation) to
	December 31,	December 31,
	2023	2022
	$	$
Assay and lab analysis	24,254	-
Camp	56,016	-
Channel sampling	51,697	-
Community engagement	34,003	-
Drilling	141,995
Environmental monitoring	8,644
Fieldwork	142,719	-
Geological consulting	142,440	1,463
Geophysics	38,900	-
Permitting	2,800
Cost recovery	(37,995)	-
	605,473	1,463

d) Junior Lake Project

In April 2023, the Company incurred $7,300 in staking costs to acquire a 100% interest in various unpatented mining claims in northwestern Ontario, Canada (the “Junior Lake Project”). On May 14, 2023, the Company entered into an option agreement (the “Swole Lake Option Agreement”), under which the Company has the exclusive option to acquire a 100% interest in various unpatented mining claims known as the “Swole Lake Project” (also known as the “Laumaune Property”). Since the Swole Lake Project is contiguous to the Junior Lake Project, they are considered one project.

On May 16, 2023, pursuant to the Swole Lake Option Agreement, the Company made a cash payment of $10,000. Following the completion of the RTO Transaction, 200,000 common shares of the Company were issued at a fair value of $40,000 to complete the earn-in on the Swole Lake Project (Note 9(b)).

The Swole Lake vendor retained a 1.5% NSR. The Company has the right at any time to repurchase 0.5% of the NSR for $1,000,000 in cash.

A summary of the Company’s exploration and evaluation expenses on the Junior Lake Project is as follows:

		April 19, 2022
	Year ended	(incorporation) to
	December 31,	December 31,
	2023	2022
	$	$
Assay and lab analysis	398	-
Community engagement	5,000	-
Fieldwork	892	-
Geological consulting	6,675	-
	12,965	-

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

e) Kim Lake Project

On October 14, 2022, the Company entered into an option agreement (the “Kim Lake Option Agreement”), under which the Company had the exclusive option to acquire a 100% interest in the Kim Lake project in northwestern Ontario, Canada (the “Kim Lake Project”).

On October 30, 2022, pursuant to the Kim Lake Option Agreement, the Company made an initial cash payment of $15,000. To exercise the option in full, the Company was required to make an additional $77,000 in payments over a two-year period, including a $21,000 payment due on October 14, 2023. The Company decided to drop its option on the Kim Lake Project, and this payment was not made. The initial $15,000 payment made on the signing of the option agreement capitalized to exploration and evaluation assets was written off.

A summary of the Company’s exploration and evaluation expenses on the Kim Lake Project is as follows:

		April 19, 2022
	Year ended	(incorporation) to
	December 31,	December 31,
	2023	2022
	$	$
Assay and lab analysis	415	-
Fieldwork	23,686	812
Geological consulting	10,984	3,232
	35,085	4,044

f) Root River Project

On November 14, 2022, the Company entered into an option agreement (the “Root River Option Agreement”), under which the Company had the exclusive option to acquire a 100% interest in the Root River project in northwestern Ontario, Canada (the “Root River Project”).

In November 2022, pursuant to the terms of the Root River Option Agreement, the Company made an initial cash payment of $35,000. In July 2023, the Company, upon listing on the CSE, issued 167,866 common shares at a fair value of $13,429 as part of the option agreement to earn a 100% interest in the Root River Project (Note 9(b)). As part of the acquisition, the Company reimbursed the Root River vendor $9,100 for claims staking.

On July 17, 2023, the Root River Option Agreement was amended, increasing the cash payment by $5,000, which was paid immediately, and increasing the amount payable in common shares by $5,000, which was added to the common share issuance to be completed by November 23, 2023.

To exercise the option in full, the Company was required to make an additional $225,000 in cash payments and issue $110,000 in common shares over two years. However, in October 2023, the Company decided to drop its option on the Root River Project, and the carrying value of the property of $62,529 was written off.

On November 10, 2022, the Company entered into an option agreement (the “Otatakan Option Agreement”), under which the Company had the exclusive option to acquire a 100% interest in the Otatakan project, which is contiguous to the Root River Project and was considered one project.

Upon signing the Otatakan Option Agreement, the Company made an initial cash payment of $10,200. To exercise the option in full, the Company was required to make an additional $20,400 in payments by November 10, 2024. However, during the year ended December 31, 2023, the Company decided to drop its option on the Otatakan project along with the Root River Project, and the carrying value of the property of $10,200 was written off.

A summary of the Company’s exploration and evaluation expenses on the Root River Project (including Otatakan) is as follows:

follows:
		April 19, 2022
	Year ended	(incorporation) to
	December 31,	December 31,
	2023	2022
	$	$
Assay and lab analysis	535	-
Geological consulting	17,366	-
	17,901	-

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

f) Store Lake Project

On October 14, 2022, the Company entered into an option agreement (the “Store Lake Option Agreement”), under which the Company had the exclusive option to acquire a 100% interest in the Store Lake project in northwestern Ontario, Canada (the “Store Lake Project”).

On October 30, 2022, pursuant to the terms of the Store Lake Option Agreement, the Company made an initial cash payment of $15,000. To exercise the option in full, the Company was required to make $77,000 in additional cash payments over two years, including a $21,000 payment due on October 14, 2023. However, during the year ended December 31, 2023, the Company decided to drop its option on the Store Lake Project. The initial $15,000 payment made on the signing of the option agreement capitalized to exploration and evaluation assets was written-off.

A summary of the Company’s exploration and evaluation expenses on the Store Lake Project is as follows:

		April 19, 2022
	Year ended	(incorporation) to
	December 31,	December 31,
	2023	2022
	$	$
Assay and lab analysis	415	-
Fieldwork	11,841	812
Geological consulting	10,484	3,232
	22,740	4,044

g) Wakeman Project

On July 6, 2023, the Company entered into an option agreement (the “Wakeman Option Agreement”), under which the Company has the exclusive option to acquire a 100% interest in the Wakeman Project in northwestern Ontario, Canada (the “Wakeman Project”).

On July 6, 2023, pursuant to the terms of the Wakeman Option Agreement, the Company made initial cash payments totalling $10,000. In September 2023, as per the option agreement, the Company issued 200,000 common shares at a fair value of $32,000 (Note 9(b)).

To exercise the option in full, the Company must make an additional $60,000 in cash payments over three years. A summary of the obligations the Company must meet to exercise the Wakeman Option Agreement in full is as follows:

		Cash
Due	date (on or before)	payments
		$
July	6, 2023 (completed)	10,000
July	6, 2024	12,000
July	6, 2025	18,000
July	6, 2026	30,000
		70,000

The Wakeman vendors retained a 1.5% NSR over the project. The Company has the right at any time to repurchase 0.5% of the NSR for $500,000 in cash.

A summary of the Company’s exploration and evaluation expenses on the Wakeman Project is as follows:

		April 19, 2022
	Year ended	(incorporation)
	December 31,	to December
	2023	31, 2022
	$	$
Assay and lab analysis	378	-
Geological consulting	14,249	-
	14,627	-

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

i) White Lights Project

On November 14, 2022, the Company entered into an option agreement (the “White Lights Option Agreement”), under which the Company has the exclusive option to acquire a 100% interest in the White Lights project in northwestern Ontario, Canada (the “White Lights Project”).

On November 18, 2022, pursuant to the terms of the White Lights Option Agreement, the Company made an initial cash payment of $20,000. In July 2023, the Company, upon listing on the CSE, issued 95,923 common shares at a fair value of $7,674 as part of the option agreement to earn a 100% interest in the White Lights Project (Note 9(b)).

On July 17, 2023, the White Lights Option Agreement was amended, increasing the cash payments by $5,000, which was paid immediately, and increasing the amount payable in common shares by $5,000, which was added to the common share issuance to be completed on November 14, 2023.

On November 30, 2023, as per the amended agreement, the Company made a cash payment of $30,000 and issued 227,273 common shares with a fair value of $25,000 (Note 9(b)). To exercise the option in full, the Company must make an additional $125,000 in cash payments and issue $40,000 in common shares over two years.

A summary of the obligations the Company must meet to exercise the White Lights Option Agreement in full is as follows:

	Cash	Share
Due date (on or before)	payments	issuance
	$	$
November 19, 2022 (completed)	20,000	-
Upon listing on the CSE (completed, refer to Note 9(b))	-	20,000
July 17, 2023 (completed)	5,000	-
November 14, 2023 (completed, refer to Note 9(b))	30,000	25,000
November 14, 2024	50,000	20,000
November 14, 2025	75,000	20,000
	180,000	85,000

The White Lights vendor retained a 1.5% NSR over the project. On February 14, 2023, the agreement was amended to allow the Company the right at any time to repurchase 1.0% of the NSR for $1,000,000 in cash.

A summary of the Company’s exploration and evaluation expenses on the White Lights Project is as follows:

		April 19, 2022
	Year ended	(incorporation) to
	December 31,	December 31,
	2023	2022
	$	$
Assay and lab analysis	6,362	-
Fieldwork	12,189	-
Geological consulting	19,830	-
	38,381	-

i) Other Exploration Projects

During the year ended December 31, 2023, the Company had additional exploration and evaluation expenses of $3,250 and $12,878 relating to due diligence work on projects for which the Company does not have title or an option agreement (from April 19, 2022 (incorporation) to December 31, 2022 - $nil).

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Notes to the Consolidated Financial Statements For the year ended December 31, 2023 and the period from April 19, 2022 (incorporation) to December 31, 2022 (Expressed in Canadian dollars)

8. EQUIPMENT

A summary of the Company’s equipment is as follows:

	Exploration
	equipment
	$
Cost
Balance, December 31, 2022, and April 19, 2022 (incorporation)	-
Additions	68,237
Balance, December 31, 2023	68,237
Accumulated depreciation
Balance, December 31, 2022, and April 19, 2022 (incorporation)	-
Depreciation	9,098
Balance, December 31, 2023	9,098
Carrying amount
Balance, December 31, 2022, and April 19, 2022 (incorporation)	-
Balance, December 31, 2023	59,139

9. SHARE CAPITAL

a) Authorized

Unlimited number of common shares without par value.

b) Issued and outstanding

During the year ended December 31, 2023, the Company completed the following transactions:

On March 2, 2023, the Company completed a non-brokered private placement of 17,500,000 subscription receipts in the capital of the Company at a price of $0.10 per subscription receipt for gross proceeds of $1,750,000. Upon the closing of the RTO Transaction, each subscription receipt resulted in the issuance of one common share of the Company. Share issuance costs of $18,000 were recognized in connection with the private placement.
On May 30, 2023, pursuant to the closing of the RTO Transaction, the Company issued 4,975,160 common shares of the Company to the shareholders of LiCAN for a total fair value of $1,487,524 (Note 5).
On June 13, 2023, the Company issued 431,655 common shares at a fair value of $86,331 as part of the option agreement on the Falcon West Project (Note 7).
On June 13, 2023, the Company issued 200,000 common shares at a fair value of $40,000 as part of the option agreement on the Swole Lake Project (Note 7).
On July 25, 2023, the Company issued 167,866 common shares at a fair value of $0.20 per share for a total value of $13,429 as part of the option agreement on the Root River Project (Note 7).
On July 25, 2023, the Company issued 95,923 common shares at a fair value of $7,674 as part of the option agreement on the White Lights Project (Note 7).
On September 25, 2023, the Company issued 200,000 common shares at a fair value of $32,000 as part of the option agreement on the Wakeman Project (Note 7).
On November 3, 2023, the Company completed a private placement, issuing 1,100,000 flow-through common shares at a price of $0.20 per share for gross proceeds of $220,000. Commissions, legal fees, and other expenses in the amount of $15,957 were paid in connection with the flow-through private placement. The Company recognized a $110,000 flowthrough premium liability from this issuance.
On November 24, 2023, the Company issued 140,000 common shares at a fair value of $14,000 as part of the option agreement on the Crescent Lake Project (Note 7).
On November 14, 2023, the Company issued 227,273 common shares at a fair value of $25,000 as part of the option agreement on the White Lights Project (Note 7).
On November 24, 2023, the Company issued 2,000,000 common shares at a fair value of $200,000 as part of the option agreement on the Falcon West Project (Note 7).

9. SHARE CAPITAL

b) Issued and outstanding (continued)

During the period from April 19, 2022 (incorporation) to December 31, 2022, the Company completed the following transaction:

On November 21, 2022, the Company completed a non-brokered private placement of 12,200,000 common shares for gross proceeds of $122,000.

c) Warrants

A summary of the Company’s warrant activity is as follows:

		Weighted
	Number of	average
	warrants	exercise price
	#	$
Balance, December 31, 2022 and April 19, 2022 (incorporation)	-	-
Replacement warrants issued as part of the RTO Transaction (Note 5)	150,000	0.60
Warrants issued under exploration agreement	100,000	0.10
Balance, December 31, 2023	250,000	0.40

On May 30, 2023, as part of the closing of the RTO Transaction, the Company issued 150,000 replacement warrants (Note 5).

A summary of the Company’s assumptions used in the Black-Scholes option pricing model for the outstanding warrants is as follows:

	RTO Transaction	Exploration
	replacement	agreement
	warrants	warrants
Expiry date	October 24, 2024	November 28, 2028
Share price	$0.10	$0.10
Exercise price	$0.60	$0.10
Expected life	1.33 years	5.00 years
Expected volatility	100.00%	100.00%
Risk-free rate	4.33%	3.88%
Dividend yield	0.00%	0.00%
Grant date fair value	$1,066	$7,611

The exploration agreement warrants were issued to the Animbiigoo Zaagi’igan Anishinaabek First Nation for the exploration programs on the Company’s Falcon West, Crescent Lake, and Junior Lake properties.

As at December 31, 2023, the Company had 250,000 warrants outstanding with an average exercise price of $0.40 and an average remaining life of 2.45 years.

d) Stock options

The Company has adopted a stock option plan, subject to regulatory and shareholder approvals, whereby directors may, from time to time, authorize the issuance of options to directors, officers, employees, and consultants of the Company, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The options can be granted for a maximum term of 10 years at an exercise price not less than the market price of the common shares on the grant date and are subject to vesting provisions as determined by the Board of Directors of the Company.

9. SHARE CAPITAL (continued)

d) Stock options (continued)

A summary of the Company’s stock option activity is as follows:

	Number of stock options Weighted average exercise price
Balance, December 31, 2022 and April 19, 2022 (incorporation) Replacement stock options issued as part of the RTO Transaction (Note 5) Granted Forfeited/expired	# $ - - 299,078 1.90 2,950,000 0.20 (300,150) 0.20
Balance, December 31, 2023	2,948,928 0.37

On May 30, 2023, as part of the closing of the RTO Transaction, the Company issued 299,078 replacement stock options. The replacement stock options have exercise prices ranging from $0.30 to $2.50 per stock option. The terms ranged from 5.42 to 9 years, and, as at the RTO Transaction date, 282,411 of the stock options had vested. The fair value of the stock options was determined to be $13,568 using the Black-Scholes option pricing model. The fair value of the vested stock options of $12,235 was included as part of the consideration paid for the RTO Transaction (Note 5), and the fair value of $1,333 of the unvested portion of the stock options is being amortized over the vesting terms of the options as it represents future share-based compensation.

A summary of the Company’s assumptions used in the Black-Scholes option pricing model for stock options granted during the year December 31, 2023:

	May 30,	June 26,	September 22,
	2023	2023	2023
Share price	$0.10	$0.12	$0.20
Exercise price	$0.30 to $2.50	$0.20	$0.20
Expected life	5.42 to 9 years	5 years	5 years
Expected volatility	100%	100%	100%
Risk-free interest rate	3.36%	3.36%	4.21%
Dividend yield	0%	0%	0%
Fair valueper stock optiongranted	$0.04 to $0.08	$0.08	$0.15

During the year ended December 31, 2023, the Company granted 2,950,000 stock options to certain directors, officers, employees, and consultants of the Company. The options are exercisable at a price of $0.20 per share, have a term of five years, and will vest over a period of 24 months.

During the year ended December 31, 2023, the Company recognized share-based compensation of $143,661 (April 19, 2022 (incorporation) to December 31, 2022 - $nil).

A summary of the Company’s outstanding stock options as at December 31, 2023 is as follows:

	Weighted	Stock	Stock	Weighted
	average	options	options	average
Date of expiry	exercise price	outstanding	exercisable	remaining life
	$	#	#	years
September 22, 2028	0.20	300,000	99,900	4.73
June 26, 2028	0.20	2,449,900	882,450	4.49
November 26, 2028	1.80	98,078	98,078	4.91
January 16, 2030	2.50	150,000	150,000	6.05
April 28, 2032	0.30	25,000	8,333	8.58
May 31, 2032	0.30	26,000	26,000	8.42
	0.37	2,948,928	1,264,761	4.68

9. SHARE CAPITAL (continued)

e) Escrowed shares

On May 30, 2023, in connection with the Company’s RTO, an escrow agreement (the “Escrow Agreement”) between management and the Company’s Board of Directors was completed resulting in 4,352,120 common shares (the “Escrowed Shares”) being deposited in escrow. Pursuant to the Escrow Agreement, 10% of the Escrowed Shares were released from escrow on the Escrow Agreement date (the “Initial Release”), and an additional 15% will be released every six months thereafter, for a period of 36 months following the Initial Release. These Escrowed Shares may not be transferred, assigned, or otherwise dealt without the consent of the regulatory authorities. As at December 31, 2023, a total of 1,088,030 Escrowed Shares have been released from escrow. As at December 31, 2023, the remaining balance of Escrowed Shares is 3,264,090 and are to be released as follows:

	Number of common
Date of release	shares in escrow
	#
May 30, 2024	652,818
November 30, 2024	652,818
May 30, 2025	652,818
November 30, 2025	652,818
May30,2026	652,818
Total	3,264,090

10. FLOW-THROUGH PREMIUM LIABILITY

10. FLOW-THROUGH PREMIUM LIABILITY
	Flow-through
	liability
	$
Balance, December 31, 2022 and April 19, 2022 (incorporation)	-
Liability recorded on flow-through proceeds	110,000
Settlement of flow-through premium liability	(110,000)
Balance,December 31,2023	-

On November 2, 2023, the Company raised $220,000 through the issuance of 1,100,000 flow-through shares. A flow-through premium liability of $110,000 was recognized from the issuance. The required qualifying flow-through expenditures were incurred before December 31, 2023, and a settlement of the flow-through premium liability for $110,000 was recognized.

11. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of the Board of Directors and corporate officers. The aggregate amount paid or accrued to key management personnel or companies under their control was as follows:

		April 19, 2022
	Year ended	(incorporation) to
	December 31,	December 31,
	2023	2022
	$	$
Management and directors’ fees
Chief executive officer	185,000	-
Chief financial officer	20,000	-
Former chief financial officer	60,750	-
Non-executive directors’fees	111,110	-
	376,860	-
Share-based compensation
Chief executive officer	36,923	-
Chief financial officer	22,878	-
Former chief financial officer	7,873	-
Non-executive directors	66,460	-
	134,134	-
	510,994	-

As at December 31, 2023, included in accounts payable and accrued liabilities is $1,405 owing to directors and officers (December 31, 2022 - $nil).

The Company is party to management contracts with the chief executive officer and the chief financial officer. These contracts contain minimum commitments equal to up to twelve months of management fees in the case of termination without cause. In the event of a change in control, these contracts contain minimum commitments, which are equal to up to twelve months of management fees for the chief financial officer and up to 24 months for the chief executive officer.

On November 18, 2022, the Company entered into two loan agreements with related parties who were directors and shareholders of the Company for aggregate proceeds of $75,000 at an interest rate of 10% per annum and a maturity date of June 30, 2023. The loans were unsecured and could be repaid at any time prior to the maturity date without penalty or interest. On March 2, 2023, the Company settled the principal balance of $75,000 through the issuance of 750,000 shares at $0.10 per share for a fair value of $75,000. During the year ended December 31, 2023, the Company recorded and paid interest expense of $2,137 (from April 19, 2022 (incorporation) to December 31, 2022 - $nil) on the loans.

12. CAPITAL MANAGEMENT

The Company’s capital structure consists of all components of shareholders’ equity. The Company’s objective when managing capital is to maintain adequate levels of funding to support current operations comprising the acquisition and development of its exploration and evaluation assets. The Company obtains funding primarily through issuing common stock. Future financings are dependent on market conditions, and there can be no assurance the Company will be able to raise funds in the future.

There were no changes to the Company’s approach to capital management during the year ended December 31, 2023. The Company is not subject to externally imposed capital requirements.

13. SEGMENT INFORMATION

The Company operates in one reportable segment, being the acquisition and exploration of exploration properties. All of the Company’s non-current assets are located in Canada.

14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company’s financial instruments consist of cash and cash equivalents, receivables, accounts payable and accrued liabilities, and shareholder loans and are classified and measured at amortized cost. The carrying value of these financial instruments approximate the fair value due to the relatively short-term maturity of these instruments.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 – inputs for the asset or liability that are not based on observable market data.

The Company is exposed in varying degrees to a variety of financial instrument-related risks. The type of risk exposure and the way in which such exposure is managed is provided as follows:

a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the Company by failing to discharge an obligation. Credit risk for the Company is associated with its cash and cash equivalents. The Company has minimal exposure to credit risk on its cash and cash equivalents as the Company’s cash is held with major Canadian financial institutions.

b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash and seeking equity financing when needed. The liquidity risk is associated with accounts payable and accrued liabilities.

c) Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, other price risk, and foreign exchange rates. The Company holds its cash and cash equivalents in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market interest rates do not have a significant impact on the estimated fair value of the Company’s cash balance as at December 31, 2023. The Company does not have any financial assets subject to changes in exchange rates, so it does not expect exchange rates to have a material impact on the Company.

15. INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

		April 19, 2022
	Year ended	(incorporation) to
	December 31,	December 31,
	2023	2022
	$	$
Loss for the period	(2,879,465)	(16,243)
Expected income tax (recovery)	(763,000)	(4,000)
Change in statutory, foreign tax, foreign exchange rates, and other	-	(2,000)
Permanent differences	218,000	-
Impact of flow-through shares	58,000	-
Impact of RTO Transaction	(2,835,000)	-
Share issue	(9,000)	-
Adjustments to prior years’ provision versus statutory tax returns	2,000	-
Changes in unrecognized deductible temporary differences	3,329,000	6,000
Total income tax expense(recovery)	-	-
Current income tax	-	-
Deferred tax recovery	-	-

The significant components of the Company’s deferred tax assets that have not been included on the statement of financial position are as follows:

	2023	2022
	$	$
Deferred tax assets (liabilities)
Exploration and evaluation assets	193,000	-
Property and equipment	19,000	-
Share issue costs	7,000	-
Allowable capital losses	1,303,000	2,000
Non-capital losses available for future periods	1,813,000	4,000
	3,335,000	6,000
Unrecognized deferred tax assets	(3,335,000)	(6,000)
Net deferred taxes	-	-

The significant components of the Company’s temporary differences, unused tax credits, and unused tax losses that have not been included on the statement of financial position are as follows:

		Expiry date		Expiry date
	2023	range	2022	range
	$		$
Temporary differences
Exploration and evaluation assets	727,000	No expiry date	13,000	No expiry date
Property and equipment	42,000	No expiry date	-	N/A
Share issue costs	27,000	2043 to 2047	-	N/A
Allowable capital losses	4,918,000	No expiry date	-	N/A
Non-capital losses available for futureperiods	6,842,000	2038 to 2042	7,000	2042

Tax attributes are subject to review and potential adjustment by tax authorities.

AI assistant

Volta Metals Ltd. — Annual Report 2023

47702_rns_2024-04-04_94809218-a1f4-44e1-9b5d-6c98cd08de2e.pdf

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit Matters

Reverse Takeover Transaction

Other Information

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Consolidated Statements of Financial Position

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Consolidated Statements of Loss and Comprehensive Loss

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Consolidated Statements of Cash Flows

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Consolidated Statements of Changes in Shareholders’ Equity

1. REPORTING ENTITY

2. NATURE OF OPERATIONS AND GOING CONCERN

a) Reverse takeover transaction (“RTO Transaction”)

b) Going concern

2. NATURE OF OPERATIONS AND GOING CONCERN (continued)

b) Going concern (continued)

3. MATERIAL ACCOUNTING POLICY INFORMATION

a) Statement of compliance

b) Basis of measurement

c) Functional and presentation currency

d) Basis of consolidation

e) Cash and cash equivalents

f) Related party transactions

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

g) Loss per share

h) Exploration and evaluation assets and expenses

i) Equipment

j) Asset retirement obligations

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

k) Share capital

l) Flow-through shares

m) Share-based compensation

n) Warrants

o) Income taxes

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

o) Income taxes (continued)

p) Financial instruments

Classification

Measurement

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

p) Financial instruments (continued)

Financial assets at FVTOCI

Financial assets and liabilities at amortized cost

Impairment of financial assets at amortized cost

Derecognition

Financial assets

Financial liabilities

q) Recent accounting pronouncements

Presentation of financial statements

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

a) Going concern presentation

b) Acquisition accounting

c) Control

d) Review of asset carrying values and impairment assessment

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (continued)

e) Valuation of the consideration shares issued pursuant to the RTO Transaction

f) Equity-based compensation

g) Income taxes

h) Title to mineral property interests

5. REVERSE TAKEOVER TRANSACTION

5. REVERSE TAKEOVER TRANSACTION (continued)

6 RECEIVABLES

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES

a) Crescent Lake Project

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

b) Eau Claire Project

c) Falcon West Project

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

c) Falcon West Project (continued)

d) Junior Lake Project

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

e) Kim Lake Project

f) Root River Project

Volta Metals Ltd. Annual Report 2023