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Volta Metals Ltd. Management Reports 2025

Nov 27, 2025

47702_rns_2025-11-27_65c6daee-fffa-4d31-a079-46a43c5d301f.pdf

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VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025


VOLTA METALS LTD. Management's Discussion and Analysis For the three and nine months ended September 30, 2025

INTRODUCTION

This Management's Discussion and Analysis ("MD&A") provides a discussion and analysis of the financial condition and results of operations of Volta Metals Ltd. ("Volta" or the "Company") to enable a reader to assess material changes in the financial condition and results of operations as at and for the three and nine months ended September 30, 2025. This MD&A has been prepared with reference to National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators. The effective date of this MD&A is November 27, 2025, and was reviewed and approved by the Board of Directors.

The MD&A should be read in conjunction with the Company's unaudited condensed interim financial statements for the three and nine months ended September 30, 2025 and 2024, and the notes thereto (the "financial statements"). These financial statements have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee, applicable to the preparation of financial statements, including International Accounting Standard 34, Interim Financial Reporting. Refer to Note 2 of the annual audited financial statements for the year ended December 31, 2024, for disclosure on the Company's material accounting policies. All amounts are expressed in Canadian dollars unless otherwise stated. Other information contained in this document has been prepared by management and is consistent with the information in the financial statements.

In this MD&A, the first, second, third, and fourth quarters of the Company's fiscal years are referred to as "Q1", "Q2", "Q3", and "Q4", respectively.

The Company's disclosure of technical or scientific information in this MD&A has been reviewed and approved by Kerem Usenmez, P.Eng., President & Chief Executive Officer ("CEO") for Volta. Mr. Usenmez is a Qualified Person as defined under the terms of National Instrument 43-101 Standards of Disclosure for Mineral Projects. Mr. Usenmez is not independent by virtue of his position as an officer of the Company.

FORWARD-LOOKING STATEMENTS

This MD&A contains "forward-looking statements" (referred to as "forward-looking information") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events, or developments that Volta expects or anticipates will or may occur in the future, including, without limitation, statements about the future exploration activities; sources, and proposed uses, of funds; capital and operating cost estimates, including general and administrative expenses; expectations regarding the ability to raise capital for future activities; and other such matters are forward-looking statements. The use of words such as "anticipate," "continue," "estimate," "expect," "may," "will," "project," "should," "believe," "outlook," "forecast," and similar expressions is intended to identify forward-looking statements.

Forward-looking information and statements are based on management's current expectations, beliefs, assumptions, estimates, and forecasts about Volta's business and the industry and markets in which it operates. Forward-looking information and statements are made based upon certain assumptions and other important factors that could cause Volta's actual results, performances, or achievements to be materially different from future results, performances, or achievements expressed or implied by such information or statements. Such information and statements are based on numerous assumptions, including, among others, that the results of planned exploration activities are as anticipated, commodity prices, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed on reasonable terms and that third-party contractors, equipment, supplies and governmental and other approvals required to conduct Volta's planned exploration activities will be available on reasonable terms and in a timely manner.

Forward-looking information and statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of Volta to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks related to the negative operating cash flow and dependence on third-party financing; the uncertainty of additional financing; the limited operating history of Volta; the lack of known mineral resources or reserves; commodity prices; aboriginal title and consultation issues; risks related to exploration activities generally; reliance upon key management and other personnel; title to properties; uninsurable risks; conflicts of interest; permits and licenses; environmental and other regulatory requirements; political and regulatory risks; competition; and the volatility of share prices, all as more particularly described in the "Risk Factors" section of this MD&A and the "Risk Factors" section in the Company's listing statement dated May 29, 2023 and filed on SEDAR+ at www.sedarplus.ca.

Although Volta has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place reliance on forward-looking statements.


VOLTA METALS LTD. Management's Discussion and Analysis For the three and nine months ended September 30, 2025

DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of British Columbia on April 3, 2018. The Company's head office and principal address is 130 King St West, Suite 3680, Toronto, Ontario, M5X 1B1, and is listed on the Canadian Securities Exchange (the "CSE") under the symbol "VLTA", and on the Frankfurt Stock Exchange under the symbol "D0W". Volta is a rare earth minerals, gallium, lithium, cesium, and tantalum-focused Canadian exploration company with a project near Sturgeon Falls, Ontario, and a property in northwestern Ontario's emerging spodumene-bearing hard rock lithium belts.

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 complete its exploration and development successfully, and upon future profitable production or from the proceeds of disposition.

OVERALL PERFORMANCE

As an exploration-stage company, Volta does not have revenues and generates operating losses. As at September 30, 2025, the Company had cash of $1,216,294 (December 31, 2024 - $51,582), an accumulated deficit of $4,749,602 (December 31, 2024 - $3,973,409), and working capital of $848,918 (December 31, 2024 – a working capital deficit of $132,871).

The business of exploration and mining for minerals involves a high degree of risk. Volta is an exploration company and is subject to risks and challenges similar to companies in a comparable stage and industry. These risks include, but are not limited to, the challenges of securing adequate capital; exploration, development, and operational risks inherent in the mining industry; changes in government policies and regulations; the ability to obtain the necessary permitting; as well as global economic and commodity price volatility; all of which are uncertain.

The underlying value of the Company's exploration and evaluation assets is dependent upon the existence and economic recovery of mineral reserves and is subject to, but not limited to, the risks and challenges identified above. Changes in future conditions could require material write-downs of the carrying value of the Company's exploration and evaluation assets.

The Company does not generate revenue. As a result, Volta is dependent on third-party financing to continue exploration activities on the Company's properties. Accordingly, the Company's future performance will be most affected by its access to financing, whether debt, equity, or other means. Access to such financing, in turn, is affected by general economic conditions, the price of various commodities, metals exploration risks, and other factors described in the section entitled "Risk Factors."

DISCUSSION OF OPERATIONS

During the nine months ended September 30, 2025 and to the date of this MD&A, the Company had the following corporate highlights:

  • In June 2025, the Company announced it had entered into an option agreement to earn into the Springer rare earth and gallium project (the "Springer Project"), located near Sturgeon Falls, Ontario, Canada. Additional details are provided below under the section entitled "Acquisition of Springer Rare Earth and Gallium Project."
  • On July 14, 2025, the Company announced that it had partnered with the Idaho National Laboratory to advance metallurgical work for the rare earths and gallium from the Springer Property.
  • In September 2025, the Company completed initial drilling at the Springer Property, totalling 1,638 metres across four drillholes. Additional details are provided below under the section entitled "Exploration and Evaluation Assets and Expenses – Springer Project."
  • In late October and early November 2025, the Company announced the results of the exploration program's first two drillholes.
  • In October 2025, the Company announced that it had signed a memorandum of understanding with the Nipissing First Nation covering an area that includes the Springer Project.
  • Analysis was completed on the exploration activities carried out in the fourth quarter of 2024 on the newly consolidated and renamed Aki Project (which includes the Falcon West, Crescent Lake, and Zigzag properties) (see the January 14, 2025 press release).
  • In September 2025, the Company initiated trenching and stripping of the Dempster East pegmatite on the Zigzag property, where channel sampling results confirmed previous values for lithium, cesium, tantalum, and gallium.
  • Funding of $75,693 was received from the Ontario Junior Exploration Program ("OJEP"), for exploration expenditures on the Company's Falcon West project between April 1, 2024 and February 28, 2025.
  • The Company has applied for the 2025-2026 OJEP grant and is awaiting confirmation from the provincial government.
  • The Company commenced environmental baseline studies at its Springer Rare Earth Project in November 2025.
  • In April 2025, the Company entered into an option agreement to acquire additional claims contiguous to and near the Aki Project, including one claim block that was originally part of the Falcon West option agreement for total cash payments of $58,000 over three years and the issuance of 400,000 common shares.

VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

  • On August 29, 2025, the Company completed a private placement, raising gross proceeds of $1,545,300, and included 8,441,250 units at $0.08 per unit for proceeds of $675,300, and 8,700,000 flow-through units at $0.10 per flow-through unit for proceeds of $870,000. Each unit and flow-through unit consisted of one common share and one common share purchase warrant of the Company, with each warrant entitling the holder to purchase an additional common share of the Company at an exercise price of $0.15 per common share for 24 months from the closing of the private placement.
  • On June 13, 2025, the Company completed a private placement, issuing 13,260,700 units at $0.05 per unit for gross proceeds of $663,035. Each unit consisted of one common share and one-half of one common share purchase warrant of the Company, with each warrant entitling the holder to purchase an additional common share of the Company at an exercise price of $0.10 per common share for 24 months from the closing of the private placement.
  • On June 20, 2025, the Company issued 2,473,332 common shares at a fair value of $123,667 to settle outstanding payables, including $118,667 in directors' fees.
  • On July 23, 2025, the Company announced the appointment of Alastair Neill, a rare earth element processing and supply chain expert, and Steve Stakiw, a capital markets specialist, as advisors.

OUTLOOK AND STRATEGIC OBJECTIVES

The Company's short to medium-term objectives are to continue to conduct exploration on its current project portfolio, including drilling, where warranted, and continue to locate and develop mineral exploration properties, focusing on the recently acquired Springer Project, and the Aki Project (which includes the Falcon West, Crescent Lake, and Zigzag properties). An updated National Instrument 43-101 Mineral Resource Estimate on the Springer Project is expected to be finalized in the first quarter of 2026.

The Company achieves its business objectives and milestones by using proceeds from private placements to conduct exploration on mineral properties. Considering the current uncertainty regarding the general market and competitive conditions, the Company continues to maintain its fiscally responsible approach to its mineral exploration activities. In particular, the Company continues to evaluate market conditions on an ongoing basis, with the goal, among other things, of identifying the appropriate time to pursue certain business objectives and exploring viable alternative opportunities to further develop, finance, and expand the Company's business.

As such, the Company notes that there may be circumstances in which it may be required to reallocate funds. Some reasons include demands for shifting focus or investment in mining exploration and/or development activities, requirements for accelerating, increasing, reducing, or eliminating initiatives in response to changes in market conditions, regulations and/or developments in the mining sector generally, and in the price of green energy transition metals such as lithium, gallium, and rare earth elements, unexpected setbacks, and strategic opportunities, such as partnerships, strategic partners, joint ventures, mergers, acquisitions, and other opportunities.

The Company will be required to complete an equity financing during the next twelve months, as its current capital resources are insufficient to discharge its current liabilities, pay its operating expenses, and complete its planned exploration activities.

Acquisition of Springer Rare Earth and Gallium Project

In June 2025, the Company entered into an option agreement to earn an initial 80% interest and up to 100% in the Springer Rare Earth and Gallium Project, located near Sturgeon Falls, Ontario, Canada. The Springer Project consists of 5,000 hectares of patented and non-patented claims and contains a historical NI 43-101 mineral resource for total rare earth oxides ("TREO") of 4.167 million tonnes at 1.073% TREO indicated resource using a 0.9% cut-off and 12.732 million tonnes at 1.119% TREO in the inferred category at a cut-off of 0.9%. Additional detail on the Springer Project is provided below under the section entitled "Exploration and Evaluation Assets and Expenses – Springer Project."

SUBSEQUENT EVENTS

Issuance of warrants

Subsequent to September 30, 2025, the Company issued 1,000,000 common share purchase warrants. Each warrant is exercisable into one common share of the Company at an exercise price of $0.26 for a period of five years from the date of the grant.

Exercise of warrants

Subsequent to September 30, 2025, the Company issued 350,000 common shares on the exercise of 350,000 warrants for gross proceeds of $35,000.


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

EXPLORATION AND EVALUATION ASSETS AND EXPENSES

Volta's properties include the Springer Rare Earth and Gallium Project located near Sturgeon Falls, Ontario, and the Aki Project, located in an emerging lithium district in northwestern Ontario, where the Company is currently exploring for gallium, lithium, cesium, and tantalum.

During the nine months ended September 30, 2025 and the year ended December 31, 2024, the Company incurred the following acquisition costs that were capitalized to exploration and evaluation assets:

Aki Springer Eau Claire Junior Lake Wakeman White Lights Total
$ $ $ $ $ $ $
Balance, December 31, 2023 487,698 - 900 57,300 42,000 87,674 675,572
Cash option payments 30,000 - - - - - 30,000
Cash payments 388,875 - - - - - 388,875
Common shares 95,500 - - - - - 95,500
Other 3,700 - - - - - 3,700
Impairment (43,000) - (900) (57,300) (42,000) (87,674) (230,874)
Balance, December 31, 2024 962,773 - - - - - 962,773
Cash option payments 12,000 320,400 - - - - 332,400
Cash payments - 80,000 - - - - 80,000
Common shares 16,000 600,000 - - - - 616,000
Other - 34,364 - - - - 34,364
Balance, September 30, 2025 990,773 1,034,764 - - - - 2,025,537

A summary of the Company's exploration and evaluation expenses for the three and nine months ended September 30, 2025 and 2024 is as follows:

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
$ $ $ $
Aki 29,593 29,116 (8,027) 19,318
Springer 283,764 - 284,630 -
Junior Lake - - - 22,776
Wakeman - - - 2,225
White Lights - - - 5,563
Other exploration projects 3,850 - 6,050 6,325
317,207 29,116 282,653 56,207

a) Aki Project

On January 30, 2025, the Company announced that it was combining the adjoining Falcon West, Crescent Lake, and Zigzag projects into one consolidated project, named the Aki Project.

Falcon West

On November 25, 2022, the Company entered into an option agreement (the "Falcon West Option Agreement"), under which it has the exclusive option to acquire a 100% interest in the Falcon West project located in northwestern Ontario, Canada (the "Falcon West Project"). In December 2024 and April 2025, amendments to the Falcon West Option Agreement were signed.

To acquire a 100% interest in the Falcon West Project, the Company, over three years, was initially required to: (i) pay a total of $420,000 in cash payments; (ii) issue common shares having an aggregate value at the time of issuance equal to $1,015,000; 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. In November 2023, the Company made a cash payment of $100,000 and issued 2,000,000 common shares at a fair value of $0.10 per share, for a total value of $200,000.

In December 2024, the Company and the optionor signed an amendment to the Falcon West Option Agreement, and in February 2025, a second amendment was signed. The second amendment reduced the remaining outstanding payments under the agreement due to a decrease in the size of the property under option. The remaining payments were reduced by $96,000, from $240,000 to $144,000; the remaining value of shares to be issued was reduced to $390,000 from $650,000; and the remaining work expenditures were reduced to $450,000 from $750,000.


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

a) Aki Project (Continued)

During the nine months ended September 30, 2025, the Company entered into an option agreement to re-acquire this one claim block (along with two other claims near Falcon West) from the new claim holder for a total of $58,000 in cash and 400,000 common shares. A cash payment of $6,000 was made at the time of signing the agreement, along with the issuance of 400,000 common shares at a fair value of $16,000. A further cash payment of $6,000 was made at the end of May 2025, and payments of $12,000, $14,000, and $20,000 are due on the first, second, and third anniversaries of the April 26, 2025 agreement, respectively. The claims under this agreement are subject to a 1.5% NSR, and the Company has the right at any time to repurchase 1% of the NSR for $400,000 in cash.

In August 2025, the Company signed a third amendment with the optionor, dropping any remaining cash or share payments under the Falcon West Option Agreement and reducing the remaining work expenditures to $285,000, to be incurred on or before November 30, 2026.

A summary of the obligations the Company must meet to exercise the original Falcon West Option Agreement and the option to re-acquire the one claim block, reflecting all the subsequent amendments to the Falcon West Option Agreement, is as follows:

Due date (on or before) Exploration expenditures Cash payments Share issuance
$ $ $
November 30, 2022 (completed) - 50,000 -
June 5, 2023 (completed) - - 86,331
November 25, 2023 (completed) 250,000 100,000 200,000
December 16, 2024 (completed) 180,000 30,000 75,000
April 26, 2025 (completed) - 6,000 -
May 9, 2025 (completed) - 6,000 16,000
April 26, 2026 - 12,000 -
November 25, 2026 285,000 - -
April 26, 2027 - 14,000 -
April 26, 2028 - 20,000 -
715,000 238,000 377,331

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 to repurchase 1% of the NSR for $1,000,000 in cash.

In May 2024, the Company entered into an agreement to acquire mineral claims contiguous to the Falcon West Project. The Company paid $31,000 in cash and issued 400,000 common shares, valued at $16,000, to acquire a 100% interest in the claims. Since these claims are contiguous to the Falcon West Project, they are considered one project. As part of the same transaction, the Company acquired the Lee Creek property, which is situated west of the Falcon West Project. The claims are subject to a 1.5% NSR, and the Company has the right to purchase 0.5% of the NSR for $400,000.

In November 2024, the Company acquired a 100% interest in the Zigzag lithium property (the "Zigzag Project"), which is contiguous to the Falcon West Project. The Company paid $350,000 for the Zigzag Project, which is subject to a 1% NSR.

Also, in November 2024, the Company entered into an agreement to acquire additional mineral claims contiguous to the Falcon West Project. The Company paid $7,875 in cash and issued 150,000 common shares, valued at $4,500, to acquire a 100% interest in the claims. The claims are subject to a 1.5% NSR, and the Company has the right to purchase 0.5% of the NSR for $400,000.

Crescent Lake

On November 30, 2022, the Company entered into an option agreement (the "Crescent Lake Option Agreement"), under which the Company had 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 of $15,000 and issued 140,000 common shares at a fair value of $0.10 per share, for a total value of $14,000.

During 2024, prior to the scheduled November 30, 2024 option payment, it was agreed that the optionor would drop the Crescent Lake claims and allow the Company to stake the claims it considered most prospective. As a result of the termination of the Crescent Lake Option Agreement, the carrying value of the property of $43,000 was written off. The Company staked approximately one-half of the claims originally under option at a cost of $3,700, which was capitalized as an acquisition cost to exploration and evaluation assets.


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

a) Aki Project (Continued)

A summary of the Company's exploration and evaluation expenses (recovery) on the Aki Project is as follows:

Three months ended September 30, Nine months ended, September 30,
2025 2024 2025 2024
$ $ $ $
Assay and lab analysis - 17,548 860 29,711
Camp - - - -
Channel sampling - - - -
Community engagement 1,021 1,768 3,679 11,928
Fieldwork 2,481 1,125 4,250 16,657
Geological consulting 20,171 8,675 37,896 93,639
Geophysics - - - 491
Property maintenance (2,500) - 12,500 28,897
Environmental monitoring 8,420 - 8,420 -
Cost recovery - - (75,632) (162,005)
29,593 29,116 (8,027) 19,318

The Aki Project is located approximately 73 km east of Armstrong, Ontario. It consists of three connecting projects: (i) the Falcon West Project, which covers an area of 21 km² (2,131 hectares) and is accessible by year-round logging roads; (ii) the Crescent Lake Project, which covers 15 km² (1,520 hectares); and (iii) the Zigzag Project, which covers 27 km² (2,710 hectares).

Geologically, the Aki Project is located within the Caribou Greenstone Belt, which trends east-northeast along the top of Lake Nipigon, extending eastward from the Onaman-Tashota Greenstone Belt, and lying along the northern margin of the Wabigoon Sub-province. The Caribou Greenstone Belt contains horizons of metasedimentary units, including abundant iron formation. Numerous Archean-aged mafic and ultramafic bodies intrude the volcanics.

The Aki Project has received limited historical exploration, with initial work commencing in the 1950s, when the Falcon pegmatite swarm was discovered and drill-tested in four holes by British Canadian Lithium Mines Ltd., which returned Li₂O values of up to 0.77% over 9.4 metres ("m"). Subsequent work by the Ontario Geological Survey has highlighted the Falcon West Project pegmatite swarm as a highly evolved spodumene-subtype granitic pegmatite with tantalum enrichment.

In 2022, partial surface geochemical channel sampling of the lithium-bearing pegmatites returned grades ranging between 1% and 2% Li₂O over 0.3m to 1m. In 2022, channel sampling of outcropping pegmatite returned Li₂O values of up to 1.95% over 1m (the "Falcon Far West" showings).

img-0.jpeg
Figure 1: Regional location and claim boundaries for the Aki Project


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

a) Aki Project (Continued)

The Company commenced prospecting activities on the Falcon West area of the Aki Project in July 2023, which consisted of the collection of surface exploration data, including geological, structural, and alteration mapping, prospecting, and geochemical sampling utilizing a handheld Laser Induced Breakdown Spectroscope ("LIBS") for rapid real-time sample chemical analysis to support field follow-up, and a drone geophysical survey (magnetics). The initial work focused on exposing the Far West Falcon lithium-bearing pegmatites to complete detailed geological mapping and geochemical sampling, and to identify drill targets.

Between September 5 and November 14, 2023, the Company discovered three new lithium-bearing pegmatite occurrences named AM, CDC, and JT, which, in addition to the various Falcon West occurrences, were representatively sampled, returning the following assays (Table 1).

Table 1: Outcrop dimensions after mechanized stripping

Lithium pegmatite outcrop Length (m) Width (m) Channel sample mean Li2O%
AM 40m 10m (Up to 20m) 1.28%
CDC 14m 8m (Up to 10m) 1.20%
Falcon West North 15m 5m (Tabular) 1.47%
Falcon West South 18m 10m (Up to 16m) 1.59%
JT 24m 5m (Tabular) 1.21%

The largest surface expression was at AM, the most geochemically evolved pegmatite, which is characterized by homogeneous, large spodumene crystals with tabular shapes, confirming the presence of albite-spodumene type mineralization. The contact zones of the spodumene pegmatites have yet to be identified and will be the focus of ongoing exploration.

In November 2023, the Company commenced an inaugural drill program consisting of eleven diamond drillholes designed to confirm the high-grade surface channel samples in addition to extending the mineralization at depth. The Company completed $933\mathrm{m}$ of drilling with two drillholes at each outcrop and a third drillhole completed at the AM pegmatite showing. All drillholes intersected near-surface spodumene mineralization, with FW23-07 intersecting a blind $11.7\mathrm{m}$ wide mineralized pegmatite that remains open in all directions. Mineralized pegmatite intercepts of up to $14.6\mathrm{m}$ wide and $11.9\mathrm{m}$ depth were observed. The mineralized core samples were delivered to Activation Laboratories Ltd. in Thunder Bay, Ontario, for geochemical analysis.

img-1.jpeg
Figure 2: Drill collar locations of five spodumene-bearing pegmatite showings over a $300m$ by $500m$ area


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

a) Aki Project (Continued)

On February 12, 2024, the Company announced drillhole assay results. Significant intervals included $1.50\%$ $\mathrm{Li}_2\mathrm{O}$ over $5.2\mathrm{m}$ and $1.24\%$ $\mathrm{Li}_2\mathrm{O}$ over $15.6\mathrm{m}$ . A list of significant intervals from all eleven drillholes is included below in Table 2.

Table 2: Assay highlights for drillholes completed at the Falcon West area of the Aki Project

Hole ID From (m) To (m) Length (m) Li2O (%) Cs (ppm) Ta (ppm) Pegmatite
FW23-01 12.4 19.0 6.6 1.03 297.2 77.2 AM
FW23-02 24.9 29.8 4.9 0.04 169.8 91.6 AM
FW23-03 8.0 11.9 3.9 1.41 52.2 43.2 CDC
FW23-04 11.6 21.7 10.1 1.11 64.0 46.1 CDC
FW23-05 13.7 29.3 15.6 1.24 155.5 55.4 Far West South
FW23-06 30.7 32.5 1.8 0.74 85.6 32.8 Far West South
FW23-07 15.7 20.8 5.1 1.50 79.8 39.1 Far West North
FW23-08 28.4 37.2 8.8 1.20 72.3 33.1 Far West North
FW23-09 7.5 11.7 4.2 1.20 98.6 43.3 JT
FW23-10 14.6 21.4 6.8 1.18 64.1 30.3 JT
FW23-11 12.3 13.0 0.7 0.77 29.7 62.0 AM

In summary, the inaugural drill program on the Falcon West property confirmed the presence of a stacked mineralized pegmatite system, provided additional information to the Company on the nature and zonation of the mineralization, and will help improve the understanding of the structural orientations of the pegmatites and enhance drillhole design for the subsequent exploration program. During 2024, the Company completed a Mobile Metal Ion ("MMI") soil sampling program to identify LCT minerals (lithium, cesium, and tantalum), as well as signature minerals such as tin, and dispersion minerals such as rare-alkali biotite, tourmaline, and holmquistite. The survey consisted of both infill sampling between 2023 samples and new soil sample lines spaced 100m apart, oriented orthogonal to the regional stratigraphy (N-S). Samples within each line are spaced approximately 50m apart, with infill samples reduced to 25m. The survey covered an area of roughly $3.4\mathrm{km}^2$ and consisted of 330 soil samples.

Following the acquisition of the Zigzag project in November 2024, the Company completed an initial sampling program. A total of 21 samples (six representative characterization samples and 15 channel samples) were collected. The assays from the samples confirm the presence of high-grade lithium, tantalum, cesium, rubidium, and gallium mineralization in an area known as the Dempster East pegmatite, located $7\mathrm{km}$ west of the Company's Falcon West pegmatite swarm. Results are detailed in Table 3 below.

During September and October 2025, the Company completed stripping, trenching, and channel sampling on the Zigzag portion of the property, and samples have been sent for assaying.

Table 3: Channel composite and grab sample lab results from Dempster East pegmatite on the Zigzag Property

Li Li2O Be Cs Rb Nb Ta Ga Sn Nb/Ta K/Rb
Unit Symbol ppm % ppm ppm ppm ppm ppm ppm ppm
Detection Limit 15 3 0.1 0.4 2.4 0.2 0.2 0.5
C476301 Grab 5530 1.20 151 330 2910 60.7 78.8 63.1 86.9 0.77 9.6
C476302 Grab 6800 1.48 92 799 3980 32.8 239 50.5 58.8 0.14 9.0
C476303 Grab 10900 2.37 187 479 2650 43.2 110 57.7 106 0.39 11.7
C476304 Grab 15000 3.26 36 813 2340 30.8 216 67.4 208 0.14 10.3
C476305 Grab 6620 1.44 103 857 4540 41 361 43.9 197 0.11 8.8
C476306 Grab 2790 0.61 135 160 995 97.3 262 56.8 69.3 0.37 9.0
C476307 Channel 10700 2.33 148 573 2660 38.9 186 66.1 97.7 0.21 7.5
C476308 Channel 9560 2.08 143 468 2150 38.9 345 54.1 628 0.11 7.4
C476311 Channel 5580 1.21 231 404 3070 58.8 107 54.7 68.7 0.55 8.8
C476312 Channel 1020 0.22 210 287 1650 85 145 60.4 98.7 0.59 7.3
C476315 Channel 2920 0.63 271 802 4920 78.5 457 78.1 214 0.17 5.7
C476316 Channel 4470 0.97 216 844 3110 52.4 395 64 156 0.13 4.8
C476317 Channel 5480 1.19 59 1240 4610 43.5 421 57.6 152 0.10 4.8
C476318 Channel 13700 2.98 79 1130 3020 37.9 196 73.8 189 0.19 5.0
C476319 Channel 9140 1.99 188 746 1880 55 159 59.5 91.1 0.35 7.4
C476320 Channel 5150 1.12 112 206 3070 44.4 66.7 48.1 47.6 0.67 11.1
C476322 Channel 1130 0.25 66 1970 3550 30.5 153 32.5 74.3 0.20 5.4
MEAN 6852 1.49 143 712 3006 51 229 58 150 0.31 7.9

VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

b) Springer Project

On June 23, 2025, the Company entered into an option agreement (the "Springer Option Agreement") to acquire an initial 80% interest, and up to a 100% interest in the Springer rare earth and gallium deposit in Ontario, Canada (the "Springer Project"), located just outside Sturgeon Falls, Ontario and less than 100 km from Sudbury, Ontario.

To earn an 80% interest in the Springer Project, the Company must:

  • issue 10,000,000 common shares (completed on the signing of the agreement at a fair value of $600,000), and make an aggregate cash payment of $320,400 (completed);
  • on or before the first anniversary of the execution date of the Springer Option Agreement, issue 2,500,000 common shares, and make a cash payment of $266,000; and
  • on or before the second anniversary of the execution date of the Springer Option Agreement, issue 2,500,000 common shares, and make aggregate cash payments of $502,000.

Upon earning in on the initial 80% of the Springer Project, the Company will assume the obligation to pay 80% of an existing 2.85% NSR on certain patented claims ("Existing Royalty"), of which 0.95% of the Existing Royalty can be bought for $950,000.

Additionally, upon earning in on the initial 80% of the Springer Project, the Company will grant a 2% NSR on certain unpatented Springer Project claims, of which 1% can be bought for $1,000,000.

Under the agreement signed on June 23, 2025, the patented claims within the Springer Project were subject to the rights of a certain owner of a 5% interest in such claims. Accordingly, the 80% interest was with respect to 95% of the patented claims and 100% of the unpatented claims. On September 18, 2025, the Company, along with the holder of the remaining 20% interest in the Springer Project, acquired the outstanding 5% interest with a total cash payment of $100,000, with the Company paying its $80,000 share, bringing the ownership of the patented claims to 100% (80% to the Company).

Under the Springer Option Agreement, the Company can acquire the remaining 20% interest within 12 months of the completion of a feasibility study on the project by paying the vendor the current fair market value of that interest.

Subsequent to September 30, 2025, the Company announced that it had signed a Memorandum of Understanding ("MOU") with the Nipissing First Nation covering the territory where the Company's Springer Project is located. Under the MOU, the Company and the Nipissing First Nation agree to engage in open and direct communication, and to explore opportunities for collaboration on the mineral exploration and development of the Springer Project, for the earlier of, a period of five years or when the Springer Project reaches a development stage (at which point an IBA would be negotiated). Nipissing First Nation's extensive network of First Nation-owned and community-partnered businesses offers valuable relationships that the Company may benefit from as the project advances. The Parties will keep open and respectful lines of communication, working together to review the Company's work plans and pursue shared initiatives. A key goal is to ensure that the Nipissing First Nation and its members can share in the Springer Project's benefits through local job creation, contracting opportunities, and future business and investment partnerships. This MOU guides the Parties' collaboration up to the Feasibility Stage and the development of an Impact Benefit Agreement. Under the terms of the MOU, the Company granted 1,000,000 common share purchase warrants to the Nipissing First Nation, with each warrant entitling the holder to purchase one common share of the Company at an exercise price of $0.26 per common share for a period of five years following the date of issuance. The warrants are subject to a four-month and one-day hold period from the date of issuance.


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

img-2.jpeg
b) Springer Project (continued)
Figure 3: Location of the Springer Rare Earth Element Deposit.

The Springer Project consists of 5,000 hectares of patented and non-patented claims and contains a historical National Instrument 43-101 ("NI 43-101") mineral resource estimate for total rare earth oxides ("TREO") of 4.167 million tonnes at $1.073\%$ TREO indicated resource using a $0.9\%$ cut-off and 12.732 million tonnes at $1.119\%$ TREO in the inferred category at a cut-off of $0.9\%$ .

Tetra Tech Wardrop of Toronto completed the historical resource estimate in May 2012 for Rare Earth Metals Inc. (now Canada Rare Earth Corporation), a junior exploration company listed on the TSX Venture Exchange. The mineral resource estimate for the Springer Project was completed in accordance with CIM Best Practices and disclosure guidelines in accordance with NI 43-101 at that time, and the Company has no reason to believe that the mineral resource estimate is not relevant or reliable as of the date thereof.

The mineral resource, based on 22 diamond drillholes, was estimated using Ordinary Kriging with uncapped grades for all 15 rare earth oxides. The TREO% is a sum of the 15 individual interpolations of the rare earth oxides. The resource estimate was prepared using a single interpreted domain using a grade shell of 0.31 TREO%. A cut-off grade of 0.9 TREO% was chosen for the deposit resource estimate based on comparable deposits at the time. No recoveries have been applied to the interpolated estimates. Volta is unaware of any other work having been completed on the project since the 2012 mineral resource estimate.

The resource estimate presented for the Springer Project is historical in nature. The Company's qualified person has not completed sufficient work to confirm the results of the historical resource. The Company is not treating this as a current mineral resource, but considers it relevant as a guide to future exploration and has included it for reference purposes only. The Company will require further drilling to verify the historical estimate as a current mineral resource estimate.

Previous drilling at the Springer Project returned multiple wide, shallow intercepts of $+100\mathrm{m}$ at $>1\%$ TREO, including $12\mathrm{m}$ at $5\%$ TREO in one of the final drill holes, which remains open at depth and along strike. Consistent elevated gallium intercepts ranging from 57 to $120~\mathrm{ppm}$ over thick intervals, including $87.5\mathrm{m}$ at $76.4~\mathrm{ppm}$ and $88\mathrm{m}$ at $62~\mathrm{ppm}$ gallium. Positive initial laboratory-scale metallurgical test work indicates the potential to produce an upgraded light rare-earth concentrate, and geophysics has identified several radiometric anomalies that have yet to be tested.


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

b) Springer Project (continued)

As part of its due diligence, the Company completed preliminary metallurgical test work. A series of tests was conducted at SGS Lakefield on a master composite sample representing the Springer ore (derived from NQ drill core) to generate metallurgical insights. The key work completed included mineralogical analysis of the master composite (P80 106 µm) using a TESCAN Integrated Mineral Analyzer, chemical assay of size-fractionated subsamples of the master composite, grindability determination of the master composite to achieve P80 106 µm in DI water, with subsequent analysis of the filtered water for dissolved Ca and Mg, chemical assay of size-fractionated subsamples of the master composite (P100 1.7 mm), and specific gravity determination of five individual ore composites (crushed to P100 1.7 mm), prior to their combination into the master composite based on mass-weighted proportions. The characterization work completed to date indicates that the Springer ore, with its coarse-grained and liberated synchysite, is a promising rare earth elements ("REE") resource. The potential for a cost-effective gravity-based beneficiation process is significant. A preliminary process flowsheet targeting the production of REE chlorides is proposed, with the initial focus on generating a synchysite concentrate.

The test work strongly suggests that gravity separation, after grinding to P80 106 µm, would be the most efficient and cost-effective first-stage beneficiation method for this ore.

On July 14, 2024, the Company announced that it had entered into an agreement with the Idaho National Laboratory ("INL") to conduct advanced metallurgical work on the rare earth elements and gallium from the Springer Project. The INL has expertise in advanced separation science and engineering and serves as the U.S. Department of Energy's primary separation sciences R&D test facility. INL and the Department of Energy's objectives are to reduce North America's reliance on adversarial nations for critical minerals, secure a domestic supply chain for rare earths used in defense and electronics, as well as for gallium used in artificial intelligence, and advance mineral processing technologies essential for national resilience. INL researchers will contribute their technical expertise and recommendations to refine production-scale mineral processing methods applicable to the Springer deposit. The test work will seek to identify and advise on a recovery process for gallium and examine existing and emerging innovative mineral processing methodologies for the rare earth elements present.

During September 2025, the Company completed initial drilling at the Springer Property, totalling 1,638m across four drillholes. Details are provided in Table 4 below.

Table 4: Drillhole collar information

Hole ID Length (m) Azimuth (°) Dip (°)
SL25-23 453 270 -45
SL25-24 465 270 -85
SL25-25 423 268 -80
SL25-26 297 290 -70

Drillhole SL25-23 was designed to confirm the presence of anomalous gallium oxide mineralization intersected in historical drillhole SL11-03. Drillhole SL25-26 was designed to test for the potential southward expansion of the REE mineralization outside of the historical resource shell. Finally, two near-vertical drillholes (SL25-24 and SL25-25) tested the carbonatite complex at depth in order to verify the vertical continuity of the mineralization and to test for extensions below the REE mineralization boundary used for the historical NI 43-101 mineral resource estimate. All drillholes were collared within the currently defined Springer deposit.


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

img-3.jpeg
b) Springer Project (continued)
Figure 4: Drill Hole Collars with the Historical Mineral Resource outlined.

On October 29, 2025, the Company announced assay results from the program's first drillhole, SL25-23, which was designed to confirm the presence of high-grade REE and potential gallium mineralization, intersected in historical drillhole SL11-03. The first $200\mathrm{m}$ of the drillhole confirmed the presence of high-grade mineralization (gallium assays pending) and verified and extended the host carbonatite complex at depth. These results will be used to update the historical NI 43-101 mineral resource estimate, which is expected to be completed in the first quarter of 2026.

Table 5: Select Assay Results from Drillhole SL25-23

TREO % From (m) To (m) Width* (m) Premium Magnet Heavy Rare Earth Elements (g/t) Premium Magnet Light Heavy Rare Earth Elements (g/t)
Terbium (Tb) Dysprosium (Dy) Yttrium (Y) Neodymium (Nd) Praseodymium (Pr) Lanthanum (La) Cerium (Ce)
0.85 44.0 427.5 383.5 3.87 16.0 53 706 227 1,475 2,363
1.11 44.0 241.5 197.5 7.5 31.1 103 1,371 440 2,864 4,588
3.01 81.0 88.0 7.0 8.9 32.9 89 3,346 1,187 8,021 12,737
1.64 123.0 192.5 69.5 13.7 56.0 181 2,763 906 6,002 5,918
3.82 183.5 189.0 5.5 28.4 114.1 367 4,746 1,492 9,921 15,605
1.99 169.5 192.5 23.0 14.9 59.5 181 2,497 781 5,141 8,130
5.12 304.5 305.7 1.2 31.9 121.0 404 5,400 1,700 11,000 17,400
1.48 270.0 271.0 1.0 12.1 53.2 205 1,650 444 2,100 3,920
8.67 186.0 187.5 1.5 39.0 154.0 500 7,080 2,250 15,800 24,200

*Drill intercept are not true width. True width will be determined once the geological modelling to define the ore controls is completed.


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

b) Springer Project (continued)

On November 12, 2025, the Company announced assay results from the second drillhole from the Springer Project drill program. Drillhole SL25-24 was drilled sub-vertical (at $-85^{\circ}$ ), to test the mineralization at depth below the historical mineral resource estimate (Figure 5). The drillhole returned significant mineralization, $0.95\%$ TREO, over the entire sampling interval, to end-of-hole at $465\mathrm{m}$ (Table 6), and was the widest TREO-mineralized interval on the Springer Project to date. High-grade intervals include $1.42\%$ TREO over $108\mathrm{m}$ and $2.19\%$ TREO over $20\mathrm{m}$ , with both light and heavy rare earth elements (Table 6).

Originally planned as a 400m hole, the drilling was extended to 465m after visual core inspection confirmed strong, continuous mineralization beyond the initial target depth. SL25-24 is the deepest drillhole completed on the Springer Project to date. The results exceeded expectations and are anticipated to enhance the Company's understanding of the extensive, still-open mineralized system while supporting potential resource expansion.

Results from the remaining two drillholes and gallium assays from all the drillholes are expected in the fourth quarter of 2025.

Table 6: Select Assay Results from Drillhole SL25-24

TREO % From (m) To (m) Width* (m) Premium Magnet Heavy Rare Earth Elements (g/t) Premium Magnet Light Heavy Rare Earth Elements (g/t)
Terbium (Tb) Dysprosium (Dy) Yttrium (Y) Neodymium (Nd) Praseodymium (Pr) Lanthanum (La) Gadolinium (Gd) Cerium (Ce)
0.95 26.1 465.0 438.9 8.6 41.0 170.9 1,236.1 362.7 1,936.2 73.0 3,494.4
1.06 106.4 465.0 358.6 9.3 44.7 189.5 1,311.9 393.0 2,182.6 77.0 3,860.2
1.42 106.4 214.5 108.1 14.3 77.6 363.1 1,718.1 524.0 2,988.7 104.5 5,257.7
2.19 155.5 175.5 20.0 10.6 50.2 215.7 2,606.2 825.3 4,959.4 97.4 8,495.8

*Drill intercept are not true width. True width will be determined once the geological modelling to define the ore controls is completed.

img-4.jpeg
Figure 5: Cross-section highlighting REE Intercepts in drillhole SL25-24.


VOLTA METALS LTD.
Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

c) Eau Claire Project

The Company held a 100% interest in various unpatented mining claims in northwestern Ontario, Canada, known as the "Eau Claire Project." In October 2022, the Company incurred $900 in staking costs to secure the project. The Company had spent only $250 on the Eau Claire Project since they were acquired. The capitalized costs of $900 were written off, and the claims were dropped during the year ended December 31, 2024.

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 had 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 was contiguous with the Junior Lake Project, the two were considered one project.

In May 2023, under the Swole Lake Option Agreement, the Company made a $10,000 cash payment. Following the completion of the Company's May 30, 2023 reverse takeover 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.

During 2024, the Company did not renew the Junior Lake and Swole Lake claims, and the property's carrying value of $57,300 was written off.

The Company did not make any expenditures on the Junior Lake Project during the nine months ended September 30, 2025 (September 30, 2024 - $22,776).

e) Wakeman Project

The Company had an option to earn a 100% interest in the Wakeman project in northwestern Ontario, Canada (the "Wakeman Project"). To exercise the option in full, the Company was required to make an additional $60,000 in cash payments over a two-year period, including a $12,000 payment before July 6, 2024. The Company decided to drop its option on the Wakeman Project, and this payment was not made. The carrying value of the mineral interests, totalling $42,000, consisting of the initial $10,000 cash payment and $32,000 in common shares issued upon signing the option agreement, and capitalized to exploration and evaluation assets, was written off.

The Company did not incur any expenditures on the Wakeman Project during the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $2,225).

f) White Lights Project

The Company had an option to earn a 100% interest in the White Lights project in northwestern Ontario, Canada (the "White Lights Project"). In September 2024, the Company decided to drop its option on the White Lights Project, and the carrying value of the property of $87,674, consisting of $55,000 in cash payments and $32,674 in common shares, was written off.

The Company did not make any expenditures on the White Lights Project during the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $5,563).

g) Other Exploration Projects

During the nine months ended September 30, 2025, the Company had additional exploration and evaluation expenses of $6,050 on other projects and on properties for which the Company does not have title or an option agreement (nine months ended September 30, 2024 - $6,325).


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

RESULTS OF OPERATIONS

A summary of the Company's results is as follows:

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
$ $ $ $
Expenses
Depreciation 4,269 4,176 12,807 11,253
Directors' fees 15,000 32,751 43,407 98,477
Exploration and evaluation 317,207 29,116 282,653 56,207
General and administrative 1,300 1,109 4,258 4,754
Insurance 6,686 6,684 20,054 16,907
Management fees 60,000 60,000 180,000 180,000
Marketing and investor relations 62,393 16,981 87,405 72,234
Professional fees 13,302 16,893 32,445 131,084
Share-based compensation 129,096 4,073 145,496 54,442
Transfer agent and filing fees 9,467 4,614 27,782 21,749
Loss before other items 618,720 176,397 836,307 647,107
Other items
Interest expense - - - (126)
Interest income 1,685 3,171 1,685 7,633
Impairment of exploration and evaluation assets - (88,574) - (130,574)
Settlement of flow-through premium liability 58,429 - 58,429 -
Loss and comprehensive loss for the period (558,606) (261,800) (776,193) (770,174)

Q3 2025 compared to Q3 2024

In Q3 2025, the Company recorded a loss and comprehensive loss of $558,606, $0.01 per share, compared with a loss and comprehensive loss of $261,800, $0.01 per share, in Q3 2024. During Q3 2025, exploration and evaluation expenses of $317,207 were recorded, compared with $29,116 in Q3 2024. The increased exploration activities were the result of the drill program and other exploration activities on the newly acquired Springer Project, as well as work completed on the Zigzag and Crescent Lake properties within the Aki Project. Exploration expenditures in Q3 2024 were primarily related to the continued analysis of the diamond drilling on the Falcon West area of the Aki Project, completed in Q4 of 2023. A detailed discussion of the Company's exploration and evaluation activities is included in the section entitled "Exploration and Evaluation Assets and Expenses."

General and administrative expenses of $301,513 were recorded during the current quarter, compared with $147,281 in Q3 2024. General and administrative expenses in Q3 2025 included management and directors' fees of $75,000 and share-based compensation of $129,096, resulting from the vesting of stock options and restricted share units ("RSUs") held by officers, directors, and consultants and the expensing of deferred share units ("DSUs") granted to directors during the quarter. Marketing and investor relations expenses related to marketing and shareholder communication activities.

The higher general and administrative expenses in Q3 2025 were largely due to increased share-based payments, as options, RSUs, and DSUs were granted during the quarter, and to higher marketing and investor relations expenses.

The Company also recorded a settlement of flow-through premium liability of $58,429, reducing the loss during the quarter.

YTD 2025 compared to YTD 2024

YTD 2025, the Company recorded a loss and comprehensive loss of $776,193, $0.01 per share, compared with a loss and comprehensive loss of $770,174, $0.02 per share, during YTD 2024. During YTD 2025, exploration and evaluation expenses of $282,653 were recorded, compared with $56,207 during YTD 2024. The increased exploration activities were the result of the drill program and other exploration activities on the newly acquired Springer Project, as well as work completed on the Zigzag and Crescent Lake properties within the Aki Project.

The Company recorded general and administrative expenses of $553,654 during the first nine months of 2025, compared with $590,900 during the same period in 2024. General and administrative expenses in 2025 included lower management and directors' fees of $223,407 and lower professional fees of $32,445, that was partially offset by higher share-based compensation of $145,496 and higher marketing and investor relations expenses of $87,405.

15


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

SUMMARY OF QUARTERLY RESULTS

The following summarizes the quarterly financial results of the Company for the last eight most recently completed quarters:

Q3 2025 Q2 2025 Q1 2025 Q4 2024 Q3 2024 Q2 2024 Q1 2024 Q4 2023
$ $ $ $ $ $ $ $
Total revenues - - - - - - - -
Loss and comprehensive loss 558,606 133,847 83,740 307,527 261,800 332,684 175,690 437,109
Loss per share, basic and diluted 0.01 - - 0.01 0.01 0.01 - 0.01
Total assets 3,561,219 2,307,554 1,098,823 1,108,524 1,040,214 1,306,885 1,150,423 1,236,871

Exploration and evaluation expenditures during the first two quarters of 2025 and each of the quarters in 2024 were lower than in the 2023 quarters, but increased in the third quarter of 2025 following the completion of the August 2025 private placement financing. During Q1 2025 and Q1 2024, the Company received payments under the province of Ontario's OJEP program, which was recorded as a reduction in exploration and evaluation expenses, reducing the loss for the respective quarters. During Q4 of 2023, the loss was largely due to exploration and evaluation expenses on the Company's projects and to general and administrative expenses, including management and directors' fees, and share-based compensation. The Company recorded impairment charges of $42,000, $88,574, and $100,300 in Q2, Q3, and Q4 of 2024, respectively.

LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN

The Company is in the exploration stage and has no cash flow from operations. Since incorporation, its only source of funds has been shareholder loans and the issuance of common shares. The Company is exploring mineral claims and has not yet determined whether any claims could be economically viable.

As at September 30, 2025, the Company had cash of $1,216,294 (December 31, 2024 - $51,582) and working capital of $848,918 (December 31, 2024 – a working capital deficit of $132,871).

The Company's cash flow from operations is negative because it is an exploration-stage company that does not generate revenue. During the nine months ended September 30, 2025, operating activities used $485,300, up from $359,233 used during the same period in 2024. The increased use of cash was primarily due to increased exploration and evaluation expenditures.

The Company was approved by the Ontario Ministry of Mines to receive funding from the OJEP program for up to $200,000 on eligible exploration expenditures incurred on the Company's Aki Project between April 1, 2024 and February 28, 2025. During Q1 2025, the Company received $75,632 under the program. The movement in non-cash working capital, related to increased payables, partially offset by increased receivables and prepaids, is the result of increased exploration and corporate activities following the August 2025 private placement financing.

Financing activities provided $2,096,776 during YTD 2025, versus $452,722 in the comparable period in 2024.

On August 29, 2025, the Company completed a private placement equity financing, issuing 8,441,250 units at $0.08 per unit for proceeds of $675,300, and 8,700,000 flow-through units at $0.10 per flow-through unit for proceeds of $870,000, bringing the aggregate gross proceeds to $1,545,300. Each unit and flow-through unit consisted of one common share and one common share purchase warrant of the Company, with each warrant entitling the holder to purchase an additional common share of the Company at an exercise price of $0.15 per common share for 24 months from the closing of the private placement. The warrants were assigned a value of $nil using the residual value method. Share issue costs of $129,036 were paid in connection with the private placement, which included cash agents' fees of $76,466 and 780,325 agents' warrants with a fair value of $33,967, using the Black-Scholes option pricing model. The Company used the following assumptions when valuing the compensation warrants: a 0% dividend yield, an expected volatility of 100%, a risk-free interest rate of 2.64%, and an expected life of 2 years. Each agents' warrant entitles the holder thereof to one common share of the Company at $0.15 per common share for 24 months from the issue date. The Company recognized a $174,000 flow-through premium liability from the flow-through issuance. In connection with the flow-through financing, the Company indemnifies the subscribers against certain tax-related amounts that may become payable by the subscribers should the Company not meet its flow-through expenditure commitments. The Company is also subject to a Part XII.6 tax on flow-through proceeds renounced under the Lookback Rule, in accordance with Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

On June 13, 2025, the Company completed a private placement, issuing 13,260,700 units at $0.05 per unit for gross proceeds of $663,035. Each unit consisted of one common share and one-half of one common share purchase warrant of the Company, with each warrant entitling the holder thereof to purchase an additional common share of the Company at an exercise price of $0.10 per common share for 24 months from the closing of the private placement. The warrants were assigned a value of $66,303 using the residual value method. Share issue costs of $16,490 were paid in connection with the private placement, with $14,841 allocated to common shares and $1,649 to warrants.

On June 17, 2024, the Company completed a private placement, issuing 9,100,000 units at $0.05 per unit, raising gross proceeds of $455,000, with each unit consisting of one common share and one-half of one common share purchase warrant exercisable for a period of 24 months at an exercise price of $0.10 per common share.

16


VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

The Company has not yet achieved profitable operations. The Company's continuing operations depend on obtaining the necessary financing to meet its commitments as they come due, to finance future exploration and development, potential business acquisitions, and economically recoverable reserves, and to secure and maintain title and beneficial interest in the properties, and to support future profitable production. Failure to continue as a going concern would require assets and liabilities to be recorded at their liquidation values, which may differ materially from their carrying values. The financial statements do not include adjustments that would be necessary should the Company be unable to continue as a going concern.

USE OF ESTIMATES AND MATERIAL ACCOUNTING POLICIES

Preparing financial statements requires management to make estimates and assumptions that affect the reported results. The estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Material accounting policies and significant accounting estimates and judgments are disclosed in the annual audited consolidated financial statements for the years ended December 31, 2024 and 2023.

RECENT ACCOUNTING PRONOUNCEMENTS

There are no new accounting pronouncements that would have a material effect on the financial statements.

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 shares. Future financings are dependent on market conditions, and there can be no assurance that 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 nine months ended September 30, 2025. The Company is not subject to externally imposed capital requirements.

OUTSTANDING SHARE DATA

A summary of the number of the Company's issued and outstanding equity instruments is as follows:

Type September 30, 2025 At MD&A date
# #
Common shares issued and outstanding(1) 102,658,394 103,008,394
Warrants 32,898,591 32,548,591
Stock options 4,424,078 4,424,078
Restricted share units 700,000 700,000
Deferred share units 550,000 550,000

(1) Authorized: Unlimited common shares without par value.

Escrowed shares

In connection with the Company's May 30, 2023 reverse takeover transaction, an escrow agreement between the Company, the Company's transfer agent, and certain directors and officers of the Company was entered into (the "Escrow Agreement"), resulting in 4,352,120 common shares being deposited in escrow (the "Escrowed Shares"). 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 September 30, 2025, Escrowed Shares totalling 3,046,484 have been released from escrow, with the remaining 1,305,636 Escrowed Shares being scheduled for release as follows:

Date of release Number of common shares in escrow
#
November 30, 2025 652,818
May 30, 2026 652,818
Total 1,305,636

VOLTA METALS LTD.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2025

RELATED PARTY DISCLOSURES

Key management personnel include those who have authority and responsibility for planning, directing, and controlling the Company's activities 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:

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
$ $ $ $
Management and directors' fees
Chief executive officer 45,000 45,000 120,000 135,000
Chief financial officer 15,000 15,000 45,000 45,000
Non-executive directors' fees 15,000 32,751 43,407 98,477
75,000 92,751 208,407 278,477
Share-based compensation
Chief executive officer 24,291 2,467 28,404 15,604
Chief financial officer 10,097 4,453 13,920 15,899
Non-executive directors 80,429 (3,260) 88,233 20,386
114,817 3,660 130,557 51,889
189,817 96,411 338,964 330,366

As at September 30, 2025, accounts payable and accrued liabilities included $144,997 owing to directors and officers (December 31, 2024 - $109,748).

On July 23, 2025, the Company announced that it had granted 1,625,000 options, including 1,225,000 to officers and directors, 700,000 RSUs to officers, and 550,000 DSUs to directors. Each option is exercisable to purchase one common share of the Company at an exercise price of $0.11 for a period of five years from the date of the grant. The options vest 1/3 immediately and 1/3 annually thereafter. All options expire on July 22, 2030. The 700,000 RSUs will vest 1/3 annually starting after one year. Each DSU vested on the grant date and may be redeemed upon a director's retirement from the Board of Directors.

The Company is party to management contracts with the Chief Executive Officer and the Chief Financial Officer. These contracts contain minimum commitments of up to 12 months of management fees in the event of termination without cause. In the event of a change in control, these contracts contain minimum commitments equal to up to 12 months of management fees for the Chief Financial Officer and up to 24 months for the Chief Executive Officer.

The transactions above are in the normal course of operation and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

CONTRACTUAL OBLIGATIONS

As at September 30, 2025, and the date of this MD&A, the Company had no contractual obligations.

OFF-BALANCE SHEET ARRANGEMENTS

As at September 30, 2025, and the date of this MD&A, the Company had no off-balance sheet arrangements.

PROPOSED TRANSACTIONS

As at September 30, 2025, and the date of this MD&A, the Company had no proposed transactions.

CAPITAL EXPENDITURES

Other than the expenditures required to maintain mineral titles of the exploration projects in good standing, the cash payments, issuances, and exploration expenditures as part of the requirements to earn an interest in the optioned properties, as discussed in the section entitled "Exploration and Evaluation Assets and Expenses," the Company has no commitments for capital expenditures as at the date of this MD&A.

18


VOLTA METALS LTD. Management's Discussion and Analysis For the three and nine months ended September 30, 2025

COMMITMENTS AND CONTINGENCIES

The Company's exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

In 2023, the Company entered into exploration agreements with the Whites and AZA First Nations for the advanced exploration program on its Aki Property, and in October 2025, signed an MOU with the Nipissing First Nation for the Springer Project ("Exploration Agreements"). The Exploration Agreements contain measures and payments to accommodate and address concerns, including impacts on Indigenous rights, cultural values, and the environment in relation to exploration activities. The Exploration Agreements aim to prevent and minimize impacts on the First Nations through various mitigation measures and offsetting benefits. In return, the First Nations have consented to the Company's exploration activities.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company's financial instruments consist of cash, receivables, and accounts payable and accrued liabilities and are classified and measured at amortized cost. The carrying value of these financial instruments approximates 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 are provided as follows:

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. The Company has minimal exposure to credit risk on its cash, as the Company's cash is held with major Canadian financial institutions.

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.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, other price risks, and foreign exchange rates. The Company holds its cash 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 September 30, 2025. 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.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

The significant components of operating expenses are presented in the financial statements. Significant components of mineral property expenditures are included in the section entitled "Results of Operations."

DISCLOSURE OF INTERNAL CONTROLS

Management has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence to ensure that (i) the financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the


VOLTA METALS LTD.
Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings, or other reports filed or submitted under securities legislation are recorded, processed, summarized, and reported within the time periods specified in securities legislation; and
(ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with the issuer's GAAP (IFRS).

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109, may result in additional risks to the quality, reliability, transparency, and timeliness of interim and annual filings and other reports provided under securities legislation.

RISK FACTORS

The Company's operations are speculative due to the high-risk nature of its business, which is the acquisition, financing, exploration, and development of mining properties. These risk factors, although not exhaustive, could materially affect the Company's future operating results and could cause actual events to differ materially from those described in forward-looking information relating to the Company. An additional discussion of risk factors relating to the Company's business is provided under the section entitled "Risk Factors" in the Company's Listing Statement dated May 29, 2023, and filed on SEDAR+ at www.sedarplus.ca.

Insufficient Capital

The Company does not currently have any revenue-producing operations and may, from time to time, report a working capital deficit. To maintain its activities and for the exploration and development of its exploration properties, if warranted, the Company will require additional funds, which may be obtained through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing, or other means. Additional financing may not be available when needed or, if available, the terms of such financing might not be favourable to the Company and might involve substantial dilution to existing shareholders. The Company may not be successful in locating suitable financing transactions in the time period required or at all. A failure to raise capital when needed would have a material adverse effect on the Company's business, financial condition, and results of operations and could result in the loss of the Company's interest in some or all of its exploration properties. Any future issuance of securities to raise required capital will likely be dilutive to existing shareholders. In addition, debt and other debt financing may involve a pledge of assets and may be senior to the interests of equity holders. The Company may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets, the price of commodities and/or the loss of key management personnel. Failure to obtain sufficient financing will result in a delay or indefinite postponement of exploration or development, including further exploration, if warranted, of its exploration properties.

Dilution

The Company may, from time to time, raise funds through the issuance of common shares or the issuance of debt instruments or other securities convertible into common shares. The Company cannot predict the size or price of future issuances of common shares, or the size or terms of future issuances of debt instruments or other securities convertible into common shares, or the effect, if any, that future issuances and sales of the Company's securities will have on the market price of the Company's common shares. Sales or issuances of substantial numbers of common shares, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the common shares. With any additional sale or issuance of common shares or securities convertible into common shares, investors will suffer dilution to their voting power.

No Revenues

To date, the Company has recorded no revenues from exploration operations, and the Company has not commenced commercial production or development on any property. There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. The Company's operating expenses and capital expenditures may increase

20


VOLTA METALS LTD.
Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

in subsequent periods in relation to the engagement of consultants, personnel, and equipment associated with advancing exploration, development, and commercial production of the Company's properties. The Company expects to continue to incur losses for the foreseeable future. The development of the Company's properties will require the commitment of substantial resources to conduct time-consuming exploration. There can be no assurance that the Company will generate any revenues or achieve profitability.

Property Interests

The Company does not own the mineral rights pertaining to all of its exploration properties, including the Aki and Springer projects. Rather, it holds an option to acquire an interest. There is no guarantee that the Company will be able to raise sufficient funding in the future to explore and develop its optioned exploration properties so as to maintain its interests therein. If the Company loses or abandons its interest in its optioned exploration properties, there is no assurance that it will be able to acquire other mineral properties of merit or that such acquisitions will be approved by the CSE. There is also no guarantee that the CSE will approve the acquisition of any additional properties by the Company, whether by way of option or otherwise, should the Company wish to acquire any additional properties.

In the event that the Company acquires an interest in any of its optioned exploration properties, there is no guarantee that title will not be challenged or impugned. The Company's mineral property interests may be subject to prior unregistered agreements or transfers or aboriginal or Indigenous land claims or title may be affected by undetected defects. Surveys have not been carried out on its exploration properties; therefore, in accordance with the laws of the jurisdiction in which the exploration properties are situated, the existence and area could be in doubt.

Assurance of Right and Title

Ownership in mineral property interests involves certain inherent risks due to the difficulties of determining and obtaining clear title to claims, as well as the frequently ambiguous conveyance historical characteristics of many mineral properties.

The Company has taken steps to attempt to ensure that proper title to its exploration properties has been obtained. Despite the due diligence conducted by the Company, there is no guarantee that the Company's title or right to conduct exploration and development work on its exploration properties will not be challenged or impugned. The Company's mineral property interests may be subject to prior unregistered agreements or transfers, or aboriginal or Indigenous land claims and title may be affected by undetected defects.

Indigenous Land Claims

First Nations rights and title may be claimed on Crown properties or other types of tenure with respect to which mining rights have been conferred. The legal nature of Indigenous land claims is a matter of considerable complexity. The impact of any such claim on the Company's ownership interest in its exploration properties cannot be predicted with any degree of certainty, and no assurance can be given that a broad recognition of Indigenous rights in the area in which the Company's exploration properties are located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company's activities. Even in the absence of such recognition, the Company may at some point be required to negotiate with and seek the approval of holders of Indigenous interests in order to facilitate exploration and development work on its exploration properties, and there is no assurance that the Company will be able to establish a practical working relationship with any First Nations in the area which would allow it to ultimately develop the Aki Project, the Springer Project or any other of its exploration properties.

Although the Company relies on the Crown to adequately discharge its obligations, including the duty to consult and accommodate, in order to preserve the validity of its actions in dealing with public rights, the Company cannot accurately predict whether Indigenous claims will have a material adverse effect on the Company's ability to carry out its intended exploration and work programs on its exploration properties.

Exploration and Development

Resource exploration and development is a speculative business characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors that are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.

The Company's operations will be subject to all of the hazards and risks normally encountered in the exploration, development, and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding, and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and


VOLTA METALS LTD. Management's Discussion and Analysis For the three and nine months ended September 30, 2025

other producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risks will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations, and financial performance of the Company.

There is no assurance that the Company's mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of the Company's operations will, in part, be directly related to the costs and success of its exploration programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

In the event that the Company is fortunate enough to discover a mineral deposit, the economics of commercial production depend on many factors, including the cost of operations, the size and quality of the mineral deposit, proximity to infrastructure, financing costs, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting minerals and environmental protection. The effects of these factors cannot be accurately predicted, but any combination of these factors could adversely affect the economics of the commencement or continuation of commercial mineral production.

Uninsurable Risks

In the course of exploration, development, and production of mineral properties, certain risks and, in particular, unexpected or unusual geological operating conditions, including rock bursts, cave-ins, fires, flooding, and earthquakes, may occur. It is not always possible to fully insure against such risks, and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increased costs and a decline in the value of the securities of the Company.

Permits and Government Regulations

The future operations of the Company may require permits from various federal, provincial, and local governmental authorities and will be governed by laws and regulations governing prospecting, development, mining, production, export, taxes, labour standards, occupational health, waste disposal, land use, environmental protections, mine safety, and other matters. There can be no guarantee that the Company will be able to obtain all necessary permits and approvals that may be required to undertake exploration activity or commence construction or operation of mine facilities on the Aki Project, the Springer Project, or any other exploration property.

Environmental Laws and Regulations

Environmental laws and regulations may affect the operations of the Company. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. Permission to operate can be withdrawn temporarily where there is evidence of serious breaches of health and safety standards or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties or noncompliance with environmental laws or regulations. In all major developments, the Company generally relies on recognized designers and development contractors from whom the Company will, in the first instance, seek indemnities. The Company intends to minimize risks by taking steps to ensure compliance with environmental, health and safety laws and regulations and operating to applicable environmental standards. There is a risk that environmental laws and regulations may become more onerous, making the Company's operations more expensive.

Amendments to current laws, regulations, and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or a reduction in levels of production at producing properties or require abandonment or delays in the development of new mining properties.

Competition

The mining industry is intensely competitive in all its phases, and the Company competes with other companies that have greater financial resources and technical facilities. Competition could adversely affect the Company's ability to acquire suitable properties or prospects in the future.

22


VOLTA METALS LTD.
Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

Management and Directors

The success of the Company is currently largely dependent on the performance of its officers. The loss of the services of these individuals could have a materially adverse effect on the Company's business and prospects. There is no assurance that the Company can maintain the services of its officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.

The Company has made certain forward-looking statements in this form regarding the future plans and intentions of the Company. While the Company presently believes such statements to be accurate, the directors and management of the Company do not have the power to irrevocably bind future directors, management or shareholders of the Company and, accordingly, cannot guarantee that such plans and intentions will be fulfilled by the Company, if any.

Fluctuating Mineral Prices

The Company's revenues, if any, are expected to be in large part derived from the extraction and sale of precious and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered, if any. Mineral prices have fluctuated widely, particularly in recent years. Consequently, the economic viability of any of the Company's exploration projects cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices. Currency fluctuations may affect the cash flow the Company may realize from its operations, since most mineral commodities are sold in the world market in United States dollars. Declines in mineral prices may have a negative side effect on the Company and on the trading value of the Company's common shares.

Litigation

The Company may, from time to time, be involved in various claims, legal proceedings and disputes arising from disputes in relation to its exploration properties, including the Aki and Springer projects, and in the ordinary course of business. If such disputes arise and the Company is unable to resolve these disputes favourably, it may have a material and adverse effect on the Company's profitability or results of operations and financial condition.

Conflicts of Interest

Certain of the directors of the Company serve as directors of other companies or have significant shareholdings in other companies, and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the board, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. From time to time, several companies may participate in the acquisition, exploration, and development of natural resource properties, thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs, and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In accordance with the laws of the Province of British Columbia, the directors of the Company are required to act honestly, in good faith, and in the best interests of the Company. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the British Columbia Business Corporations Act.

Dividends

The Company does not anticipate paying any dividends on its common shares in the foreseeable future.

Risk Management

Mineral exploration and development companies face many and varied kinds of risks. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible and practical. There are many external factors that can adversely affect general workforces, economies, and financial markets globally. Examples include, but are not limited to, the COVID-19 global pandemic and political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of adverse results of such external factors and their effect on the Company's business or ability to raise funds.

ADDITIONAL INFORMATION

All technical reports on material properties, press releases, and material change reports are filed under its profile on SEDAR+ at www.sedarplus.ca.