Volta Metals Ltd. — Interim / Quarterly Report 2021

Aug 31, 2021

Wikileaf Technologies Inc. Unaudited Interim Condensed Consolidated Financial Statements June 30, 2021

Unaudited Interim Condensed Consolidated
Financial Statements
Consolidated Statements of Financial
Position	2
Consolidated Statements of
Comprehensive Loss	3
Consolidated Statements of Changes in
Equity	4
Consolidated Statements of Cash Flows	5
Notes to Unaudited Interim Condensed
Consolidated Financial Statements	6 - 14

2

Wikileaf Technologies Inc. Consolidated Statements of Financial Position

As at

(In Canadian dollars)

(Unaudited)

ASSETS Current Cash Accounts receivable Prepaid expenses Long-term Equipment LIABILITIES Current Trade and other payables (Note 6) EQUITY Share capital (Note 7) Contributed surplus Accumulated other comprehensive income Deficit Going concern (Note 2)	June 30, 2021 $ 545,241 40,704 8,509 594,454 3,654 598,108 245,249 16,216,940 4,978,113 49,055 (20,891,249) 352,859 598,108	December 31, 2020
		$ 286,248 17,888 23,337
		327,473 5,966
		333,439
		224,888
		14,982,206 4,893,306 58,437 (19,825,398)
		108,551
		333,439

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

On behalf of the Board,

/s/ Connor Cruise /s/ Murray Hinz Director Director

3

Wikileaf Technologies Inc. Consolidated Statements of Comprehensive Loss

For the periods ended June 30,

(In Canadian dollars)

(Unaudited)

Revenue Expenses Salaries and benefits Professional fees Share-based compensation Insurance Marketing and entertainment Office supplies Dues and subscriptions Management fee (Note 8.1) Interest on convertible debentures Listing fees Bank charges Depreciation of equipment (Gain) loss on disposition of equipment Rental expense Interest on notes payable to related party (Note 8.2) Licensing fees Net loss Items that will be reclassified subsequently to profit or loss Change in cumulative translation adjustments Net comprehensive loss Net loss per share Basic and diluted Weighted average number of shares outstanding – basic and diluted	2021 2020 $ $ 28,617 8,074 224,853 376,699 210,251 440,686 47,919 52,983 38,164 33,212 26,073 9,877 8,785 12,805 15,669 17,968 17,350 2,542 4,237 490 2,435 1,156 7,310 36 13,913 5,386 409 575,902 995,306 (547,285) (987,232) (3,858) 105,481 (551,143) (881,751) (0.004) (0.009) 144,860,165 113,715,484 Three months ended June 30,	2021 2020 $ $ 54,914 21,898 557,497 1,104,391 290,010 782,354 84,807 125,524 77,871 65,566 45,252 23,942 25,043 31,611 24,065 30,954 5,000 65,737 4,734 3,390 8,136 3,184 3,520 2,312 18,791 (2,400) 2,492 40,277 11,971 2,651 1,120,765 2,317,917 (1,065,851) (2,296,019) (9,382) (131,270) (1,075,233) (2,427,289) (0.008) (0.020) 135,986,907 113,715,484 Six months ended June 30,	2021 2020 $ $ 54,914 21,898 557,497 1,104,391 290,010 782,354 84,807 125,524 77,871 65,566 45,252 23,942 25,043 31,611 24,065 30,954 5,000 65,737 4,734 3,390 8,136 3,184 3,520 2,312 18,791 (2,400) 2,492 40,277 11,971 2,651 1,120,765 2,317,917 (1,065,851) (2,296,019) (9,382) (131,270) (1,075,233) (2,427,289) (0.008) (0.020) 135,986,907 113,715,484 Six months ended June 30,
			$ 21,898
			1,104,391 782,354 125,524 65,566 23,942 31,611 30,954 65,737 8,136 3,520 18,791 2,492 40,277 11,971 2,651
			2,317,917
			(2,296,019) (131,270)
			(2,427,289)
			(0.020) 113,715,484

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

4

Wikileaf Technologies Inc. Consolidated Statements of Changes in Equity

For the six-months ended June 30, 2021 and 2020

(In Canadian dollars)

(Unaudited)

Balance as at December 31, 2020 Private placement units issuance (Note 7) Private placement units issuance cost (Note 7) Conversion of convertible notes (Note 7) Transactions with shareholders Net loss Exchange differences on translating foreign operations Balance as at June 30, 2021 Balance as at December 31, 2019 Net loss Exchange differences on translating foreign operations Balance as at June 30, 2020 Share-based compensation (Note 7) Share-based compensation (Note 7)		Share capital Amount $ 14,982,206 950,000 (20,000) 304,734 1,234,734 16,216,940 16,216,940 14,770,456 14,770,456	Contributed surplus $ 4,893,306 4,893,306 84,807 4,978,113 1,947,920 125,524 2,073,444	Accumulated other comprehensive income $ 58,437 58,437 (9,382) 49,055 30,108 (131,270) (101,162)	Deficit $ (19,825,398) (19,825,398) (1,065,851) (20,891,249) (16,241,833) (2,296,019) (18,537,852)	Total equity (deficiency)
	Number 119,765,484 19,000,000 6,094,681 25,094,681 144,860,165 144,860,165 113,715,484 113,715,484
						$ 108,551
						950,000 (20,000) 304,734
						1,234,734
						1,343,285 84,807 (1,065,851) (9,382)
						352,859
						506,651 125,524 (2,296,019) (131,270)
						(1,795,114)

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

5

Wikileaf Technologies Inc. Consolidated Statements of Cash Flows

For the periods ended June 30,

(In Canadian dollars)

(Unaudited)

OPERATING ACTIVITIES Net loss Non-cash items Share-based compensation Interest on convertible notes Depreciation of equipment (Gain) loss on disposition of equipment Net change in working capital items Net cash used in operating activities INVESTING ACTIVITIES Proceeds from disposal of equipment Purchase of equipment Net cash from (used in) investing activities FINANCING ACTIVITIES Issuance of private placement units Issuance of convertible notes Private placement units issuance costs Net cash from financing activities Net increase (decrease) in cash Cash, beginning of period Exchange difference on cash Cash, end of period	2021 2020 (547,285) (987,232) 47,919 52,983 1,156 7,310 36 (19,644) 70,003 (517,854) (856,900) 70 (137) (67) (517,854) (856,967) 1,067,753 2,321,588 (4,658) (10,428) 545,241 1,454,193 Three months ended June 30,	2021 2020 $ $ (1,065,851) (2,296,019) 84,807 125,524 4,734 2,312 18,791 (2,400) 2,492 13,237 33,746 (963,161) (2,115,466) 2,400 4,649 (137) 2,400 4,512 950,000 300,000 (20,000) 1,230,000 269,239 (2,110,954) 286,248 3,562,858 (10,246) 2,289 545,241 1,454,193 Six months ended June 30,	2021 2020 $ $ (1,065,851) (2,296,019) 84,807 125,524 4,734 2,312 18,791 (2,400) 2,492 13,237 33,746 (963,161) (2,115,466) 2,400 4,649 (137) 2,400 4,512 950,000 300,000 (20,000) 1,230,000 269,239 (2,110,954) 286,248 3,562,858 (10,246) 2,289 545,241 1,454,193 Six months ended June 30,
			$ (2,296,019) 125,524 18,791 2,492 33,746
			(2,115,466) 4,649 (137)
			4,512
			(2,110,954) 3,562,858 2,289
			1,454,193

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

6

Wikileaf Technologies Inc. Notes to Interim Condensed Consolidated Financial Statements

June 30, 2021 (In Canadian dollars) (Unaudited)

1. GOVERNING STATUTES, NATURE OF OPERATIONS AND CHANGE IN CORPORATE NAME

Wikileaf Technologies Inc. (hereafter "the Company") was incorporated under the British Columbia Business Corporations Act on April 3, 2018. The Company's head office is in Federal Way, Washington.

The Company owns 100% of the issued and outstanding shares of One Web Services, Inc. and OWS Canada, Inc. (hereafter "One Web").

The Company together with One Web (together referred to as "the Group") operate wikileaf.com, an online price comparison website, to help consumers find location-based pricing information about individual cannabis strains and products, which is the Group's only operating segment.

On March 31, 2021, the parent company of the Group, Nesta Holdings Co. Ltd., sold a portion of the common shares of the Company to a third party and, as a result, it no longer has control over the Company, however it exercises significant influence.

The Company is listed on the Canadian Securities Exchange (CSE) under the ticker "WIKI".

2. GOING CONCERN ASSUMPTION

The accompanying consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), in particular on the assumption that the Group will continue as a going concern, meaning it will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations.

Since inception, the Group has incurred operating losses. As at June 30, 2021, the Group has an accumulated deficit of $20,891,249 ($19,825,398 as at December 31, 2020). The Group has not yet completed its efforts to establish a stabilized source of revenue sufficient to cover operating expenses and relies on support from its shareholders to cover such expenses.

On August 4, 2021, the Group entered into a Definitive Agreement with Fire & Flower Holdings Corp and Hifyre Inc to sell all of its digital and intangible assets (the “Assets”) for share consideration valued at $7,500,000 of the public common shares (the “Shares”) of Fire and Flower Holdings Corp. A special meeting of the shareholders is scheduled for September 8, 2021 to approve the sale of the Assets. In the event that the sale of the Assets is approved by the shareholders of the Company and the transaction closes, the Company will receive the Shares as proceeds; however the sale of the Shares are restricted with a four month hold period. Until Shares are able to be liquidated interim financing is required to continue operations. The Company is currently evaluating interim financing options to provide this necessary funding.

7

Wikileaf Technologies Inc. Notes to Interim Condensed Consolidated Financial Statements

June 30, 2021 (In Canadian dollars) (Unaudited)

2. GOING CONCERN ASSUMPTION (Continued)

In the event that the sale of the Assets is not approved by the shareholders the Company or the transaction does not close, significant additional funding will be required to continue operations primarily through debt or equity financing or through other arrangements; however, there is no assurance that the Company will be successful in this or any of its endeavours or become financially viable and continue as a going concern. Consequently, these material uncertainties raise significant doubt regarding the Company's ability to continue as a going concern.

3. GENERAL INFORMATION, STATEMENT OF COMPLIANCE WITH IFRS AND NEW ACCOUNTING POLICIES

These unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2021, were prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting using accounting policies adopted in the Group's most recent annual financial statements for the year ended December 31, 2020, except for compound financial instruments, units and warrants. They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards (IFRS) and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2020. Unless otherwise noted below, the Group has consistently applied the same accounting policies throughout all periods presented, as if these policies were always in effect.

These interim consolidated financial statements were approved and authorized for issue by the Board of Directors on August 30, 2021.

These interim consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company.

New accounting policies

Compound financial instruments

The component parts of compound financial instruments (convertible notes issued by the Group) are classified separately as financial liabilities and equity component in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. At the date of issue, the liability component is recognized at fair value, which is estimated using the borrowing rate available for similar non-convertible instruments.

8

Wikileaf Technologies Inc. Notes to Interim Condensed Consolidated

Financial Statements

June 30, 2021 (In Canadian dollars) (Unaudited)

3. GENERAL INFORMATION, STATEMENT OF COMPLIANCE WITH IFRS AND NEW ACCOUNTING POLICIES (Continued)

New accounting policies (Continued)

Compound financial instruments (continued)

Subsequently, the liability component is measured at amortized cost using the effective interest method until extinguished upon conversion or at maturity. The value of the conversion option classified as equity component is determined at the date of issue by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This amount is recognized in equity, net of income tax effects, and is not subsequently remeasured. When and if the conversion option is exercised, the equity component of convertible debt instruments will be transferred to share capital. If the conversion option remains unexercised at the maturity date of the convertible debt instruments, the equity component of the convertible debt instruments will be transferred to another equity account. No gain or loss is recognized upon conversion or expiration of the conversion option.

Transaction costs related to the issue of convertible debt instruments are allocated to the liability and equity component in proportion to the initial carrying amounts. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortized over the term of the convertible debt instruments using the effective interest method.

Units

Unit issue proceeds are allocated between the shares and warrants issued using the residual method. Proceeds are first applied to shares according to the quoted price at the time of issuance and any residual proceeds are allocated to the warrants.

Warrants

Warrants are classified as equity when they are derivatives over the Group's own equity that will be settled only by the Group exchanging a fixed amount of cash for a fixed number of the Group's own equity instruments.

4. NEW OR REVISED ACCOUNTING STANDARDS

Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Group

At the date of authorization of these interim consolidated financial statements, several new, but not yet effective, standards, amendments to existing standards and interpretations have been published by the International Accounting Standards Board (hereafter "the IASB"). None of these standards, amendments or interpretations have been adopted early by the Group.

9

Wikileaf Technologies Inc. Notes to Interim Condensed Consolidated Financial Statements

June 30, 2021

(In Canadian dollars) (Unaudited)

4. NEW OR REVISED ACCOUNTING STANDARDS (Continued)

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations have not been disclosed as they are not expected to have a material impact on the Group's consolidated financial statements.

5. ESTIMATES

When preparing the interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expense. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results.

The judgements, estimates and assumptions applied in the interim consolidated financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Group's last annual financial statements for the year ended December 31, 2020. The only exceptions are the estimate of income tax liabilities which is determined in the interim consolidated financial statements using the estimated average annual effective income tax rate applied to the pre-tax income of the interim period.

6. TRADE AND OTHER PAYABLES

Trade accounts payable Termination benefits payable Government remittance Vacation accrual	June 30, 2021 $ 167,280 11,500 43,748 22,721 245,249	December 31, 2020
		$ 87,140 87,846 43,748 6,154
		224,888

7. SHARE CAPITAL

The Company's authorized share capital consists of an unlimited number of common shares, voting, participating and without par value.

Issued and fully paid 144,860,165 (119,765,484 as at December 31, 2020) common shares	June 30, 2021 $ 16,216,940	December 31, 2020
		$ 14,982,206

10

Wikileaf Technologies Inc. Notes to Interim Condensed Consolidated Financial Statements

June 30, 2021 (In Canadian dollars) (Unaudited)

7. SHARE CAPITAL (Continued)

On March 4, 2021, the Company announced a private placement whereby it issued a total of 19,000,000 units at a price of $0.05 per unit for gross proceeds of $950,000. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.075 for a period of two years from the date of closing. Upon closing, the Group paid $20,000 as finder fees.

On January 15, 2021, the Company issued convertible notes in the amount of $300,000, bearing interest at an annual rate of 12%. The convertible notes mature after one-year and are convertible into common shares or, in the event the Group completes an equity financing prior to April 15, 2021, the holder of the notes is obligated to convert their notes and accrued interest thereon into equity instruments on the same terms of the equity financing. In the event the holder of the notes does not exercise their conversion rights, the Group shall repay the notes with interest on the maturity date. On March 4, 2021, the convertible notes and their accrued interest of $4,734 were converted into units at the same terms as the March 4, 2021 private placement described above, resulting in the issuance of 6,094,681 common shares.

The fair value of the Company's share price at the date of issuance of the units was $0.055, which is higher than the unit price and as a result, the entire amount of proceeds was allocated to the common shares issued.

As at June 30, 2021, all of the 25,094,681 warrants issued, remain outstanding.

Stock options

The following table summarizes information related to stock options:

Stock options on January 1, 2021 Issuance of stock options Stock options on June 30, 2021	Number of options
	12,347,900 700,000
	13,047,900

On January 13, 2020, the Company granted to its CEO 1,000,000 stock options, at an exercise price of $0.12 per share and maturing in 10 years from the date of issuance. The stock options vest 25% at their one-year anniversary date and the remaining 75% on December 31, 2021 based upon financial measures of the Company. The fair value of options granted in the period ended March 31, 2020 has been estimated at $74,951 using the Black-Scholes option pricing model with the assumptions in the table below. On June 12, 2020, the CEO departed from the Company and, as a result, the options were forfeited.

11

Wikileaf Technologies Inc. Notes to Interim Condensed Consolidated Financial Statements

June 30, 2021

(In Canadian dollars) (Unaudited)

7. SHARE CAPITAL (Continued)

Stock options (Continued)

On January 16, 2020, the Company granted 1,500,000 stock options, at an exercise price of $0.25 per share and maturing in 10 years from the date of issuance. The stock options vest one-third at the date of the grant, one-third at the one-year anniversary date of the grant and the remaining one-third over the 24 months thereafter. These options were granted in replacement of the 2,943,755 stock options cancelled, in 2019. The fair value of the newly granted stock options has been estimated at $83,233 and is lower than the incremental fair value of the unvested stock options which were cancelled in 2019. As a result, no additional expense was accounted for.

On February 19, 2021, the Company granted 700,000 stock options to employees and consultants, at an exercise price of $0.07 per share and maturing in 10 years from the date of issuance. 220,000 of the stock options vest one-tenth on the grant date and the remaining on a monthly basis for the twelve months thereafter. 280,000 of the stock options vest one-third at the one-year anniversary date of the grant and the remaining over the 36 months thereafter. 200,000 of the stock options vest one-half at the date of the grant and the remaining on a monthly basis for the twelve months thereafter. The fair value of options granted has been estimated at $32,745 using the Black-Scholes option pricing model with the assumptions in the table below.

Number of stock options granted Weighted average exercise price ($) Expected option life Weighted average expected share price volatility (a) Weighted average risk-free interest rate Expected dividend yield Fair value of stock options granted ($) Fair value of stock options granted per option ($)	2021 700,000 0.07 5 years 85.00% 1.21% Nil 32,745 0.05	2020
		1,500,000 1,000,000 0.12 0.12 5 years 5 years 75.10% 76.70% 1.55% 1.61% Nil Nil 83,233 74,951 0.06 0.07

12

Wikileaf Technologies Inc. Notes to Interim Condensed Consolidated Financial Statements

June 30, 2021

(In Canadian dollars) (Unaudited)

7. SHARE CAPITAL (Continued)

Restricted stock units

July 2020 grant details

On July 6, 2020, the Company granted 1,750,000 RSUs to its directors, expiring in 10 years from the date of issuance. The RSUs vest as follows:

• 1,170,000 RSUs vest in 260,000 RSU tranches on June 7 each year starting in 2021 or upon change of control of the Company;

• 130,000 RSUs vest upon a financing of $500,000 or more or upon a change of control of the Company;

• 450,000 RSUs vest one-third a year following the grant and the remaining vest over the 36 months thereafter.

As at June 30, 2021, management has assessed the probability of a change in control of the Company at 75% and the probability of receiving a $500,000 or more financing at 100%.

The fair value of the Company's share price at the date of grant was $0.08.

As at June 30, 2021, the fair value of the RSUs granted has been estimated at $76,300. During the three and six month periods ended June 30, 2021, the share-based compensation expense was $24,017 and $32,693 respectively.

As at June 30, 2021, all of the above RSUs granted remain outstanding and 130,000 have vested, with the remaining balance being unvested.

Summary of share-based compensation expense

The following table summarizes share-based compensation expense for the three and six-month periods ended June 30, 2021 and 2020:

	Three	months ended	Six	months ended
		June 30,		June 30,
	2021	2020	2021	2020
	$	$	$	$
Stock options	23,902	52,983	52,114	125,524
RSUs	24,017		32,693
	47,919	52,983	84,807	125,524

13

Wikileaf Technologies Inc. Notes to Interim Condensed Consolidated Financial Statements

June 30, 2021

(In Canadian dollars) (Unaudited)

8. RELATED PARTY TRANSACTIONS

8.1 Transactions with related party exercising significant influence

The Group had an agreement with its former parent company, which required the Group to pay a fee $5,000 per month (US$60,000 per quarter for the month of January 2020, US$12,000 for the month of February 2020 and $5,000 per month starting March 2020) for management services rendered. On December 10, 2020, the Group came to an agreement with the former parent company to settle the management fees payable as at that date and following the payment of the January 2021 management fee, the agreement was terminated. As at June 30, 2021 and December 31, 2020, there are no management fees payable. The amount included in expenses for the three and six-month periods ended June 30, 2021 is nil and $5,000 ($15,000 and $63,387 (US$32,000 and $20,000) in 2020) respectively.

8.2 Notes payable to related party

Unsecured promissory notes were issued to the former parent company, which now exercises significant influence over the Group. On December 10, 2020, the Group came to an agreement to settle the notes. As a result, there were no amounts outstanding as at June 30, 2021 or December 31, 2020.

The notes bore interest at prime plus 1% and the interest expense for the three and six-month periods ended June 30, 2020 was $5,386 (US$4,896) and $11,971 (US$8,770).

9. FINANCIAL RISKS

Risk management objectives and policies

The Group is exposed to various risks in relation to financial instruments. The Group's financial assets are cash and accounts receivable, which are classified at amortized cost.

The main types of risks are credit risk, liquidity risk and foreign exchange risk.

The Group does not actively engage in the trading of financial assets for speculative purposes.

Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is subject to credit risk due to its cash and accounts receivable. The Group limits its exposure to credit risk for cash by placing its cash with high credit quality financial institutions.

14

Wikileaf Technologies Inc. Notes to Interim Condensed Consolidated Financial Statements

June 30, 2021

(In Canadian dollars) (Unaudited)

9. FINANCIAL RISKS (Continued)

Liquidity risk

Liquidity risk is the risk that the Group might be unable to meet its obligations as they come due. This relies on the Group's ability to raise additional equity financing in excess of anticipated needs or increasing revenues.

The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular, its cash resources.

Foreign exchange risk

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Foreign exchange risk is not considered significant as most of the Group's cash is in Canadian dollars; however, some expenses are settled in U.S. dollars. Currency risk results from the Group's expenses denominated in U.S. dollars.

10. COVID-19 PANDEMIC

The outbreak of the COVID-19 Coronavirus (“COVID-19”) pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. The duration and impact of the COVID-19 pandemic is not known at this time, nor is the efficacy of the government and central bank monetary and fiscal interventions designed to stabilize economic conditions. As a result, it is not possible to reliably estimate the length and severity of these developments or the impact on the financial position and financial results of the Group in future periods.

11. POST-REPORTING DATE EVENT

On August 4, 2021, the Group announced that they entered into a definitive agreement with Fire & Flower Holdings Corp. and Hifyre Inc. to sell all of the Group's digital and intangible assets (hereinafter the "Assets"), for share consideration valued at $7,500,000 of the public common shares of Fire & Flower Holdings Corp., based on the ten trading day volume weighted average price of the shares as of the date of the agreement. A special meeting of the shareholders is scheduled for September 8, 2021 to approve the sale of the Assets. If the shareholders vote to approve the sale of the Assets, the Group will no longer continue their current business operations.