Volta Metals Acquires Remaining 20% Stake in Springer Rare Earth Deposit with $1M Cash and 10M Shares Agreement

Completion of Springer Deposit Ownership Consolidation

Effective July 21, 2026, Volta Metals executed a definitive purchase agreement to acquire the remaining 20% interest in the Springer Rare Earth Element and Gallium deposit from RZJ Capital Management, LLC. This follows an earlier 80% acquisition agreement from June 2025 and a joint acquisition of an outstanding 5% interest in patented claims formerly held by a third party. Together, these transactions consolidate Volta’s ownership, granting rights to 100% of the registered and beneficial interest in the Property.

The Property includes all mining patents, claims, surface rights, and easement rights linked to the Springer deposit. Upon closing, Volta’s ownership will be subject solely to existing royalties and permitted encumbrances as outlined in the agreement. Title transfers will be registered under Volta’s name with the Ontario Mineral Lands Administration System and Ontario Land Registry Office per the Purchase Agreement timelines. No finder's fees were paid for this transaction.

Structured Transaction Consideration: Cash and Shares

The total consideration for the remaining 20% interest consists of $1 million in cash and 10 million common shares of Volta. The cash payments align with the company’s financing activities: $200,000 was paid at closing, with $800,000 deferred and payable from proceeds of future non-flow-through equity financings. The deferred payment schedule offers flexibility based on the size of Volta’s next financing round. If gross proceeds are under $3 million, $300,000 is payable within 7 days of closing, with the remaining $500,000 due at the subsequent non-flow-through financing closing. If $3 million or more is raised, the full $800,000 is payable within 7 days. All deferred payments are due by June 14, 2027.

The 10 million Consideration Shares are split into 5 million shares issued upon signing the Purchase Agreement and 5 million shares issued within 7 days of Volta’s next equity financing or by June 14, 2027, whichever comes first. These shares require Canadian Securities Exchange approval and are subject to a statutory hold period of four months and one day from issuance, priced at $0.20 per share. Volta retains the option to accelerate deferred cash payments and share issuance at any time.

Royalty Details and Buyback Rights

The vendor retains a 2.0% Net Smelter Royalty (NSR) on the Property’s mining claims, known as the Granted Royalty. Volta may repurchase 1.0% of this royalty at any time for $1 million, reducing the vendor’s retained royalty to 1.0%. The Granted Royalty excludes claims or patents with existing royalties to avoid duplication.

Patented claims remain subject to an aggregate 3.0% NSR royalty, with Volta able to buy back 1.0% for $1 million, leaving the vendor with a 2.0% retained interest. Volta also holds a right of first refusal on any transfer of the Granted Royalty, ensuring control over future royalty holders. Following the initial $200,000 cash payment and issuance of 5 million shares at signing, Volta’s total cash obligations amount to $1.302 million, alongside a requirement to issue 7.5 million shares by June 2027 to secure full 100% interest in the Property.

Springer Deposit Among Top 10 North American Rare Earth Resources

The Springer Rare Earth Element and Gallium deposit’s Mineral Resource Estimate, effective December 31, 2025, was reported by Volta on February 23, 2026. Prepared by SLR Consulting (Canada) Ltd., the estimate includes 56.6 million tonnes Indicated at 0.70% Total Rare Earth Oxide (TREO), featuring a near-surface high-grade core of 11.5 million tonnes at 1.10% TREO. Additionally, the deposit holds 119.5 million tonnes Inferred at 0.58% TREO, with a near-surface high-grade core of 3.0 million tonnes at 1.16% TREO.

Resources are reported within an optimized open pit shell above a C$43 per tonne net metal revenue cut-off. Revenue is primarily driven by praseodymium and neodymium, which represent roughly 90% of total net metal value. The updated estimate places Springer among the top 10 largest rare earth element deposits in North America per the S&P Global Market Intelligence database (2025). Mineralization remains open for expansion in all directions, indicating potential for future resource growth. The supporting NI 43-101 Technical Report was filed on SEDAR+ on April 9, 2026. The Company notes that mineral resources are not mineral reserves and lack demonstrated economic viability.

Strategic Importance of Full Ownership Consolidation

Acquiring the remaining 20% interest marks a strategic milestone for Volta, consolidating 100% ownership of the Springer property. Kerem Usenmez, President and CEO of Volta, stated the transaction "marks a major milestone for Volta and significantly strengthens our long-term growth strategy." Full ownership ensures all future exploration success, resource expansion, and project value—including rare earth and gallium upside—accrue solely to Volta shareholders rather than joint venture partners or minority holders.

The transaction’s structure preserves capital by combining staged cash payments with future equity financings and issuing most consideration in shares. This aligns the vendor’s interests with Volta shareholders, as the vendor’s economic participation depends on successful future fundraising. The timing of cash payments tied to financing milestones provides operational flexibility as Volta advances exploration and resource expansion at Springer.

Springer Deposit Location and Infrastructure Benefits

Located on the traditional territory of the Nipissing First Nation in Sturgeon Falls, Ontario, approximately 70 kilometres east of Sudbury, the Springer deposit covers 4,750 hectares. It benefits from exceptional infrastructure that reduces development timelines and costs. Direct access is available via the Trans-Canada Highway and Highway 64, facilitating equipment and personnel logistics.

On-site power lines supplied by the Crystal Falls hydroelectric dam provide reliable and affordable electricity. A natural gas pipeline runs near the Property, and Canadian National Railway service is accessible within 8 kilometres. These infrastructure assets—paved roads, hydroelectric power, natural gas, and rail—position Springer advantageously compared to most early-stage mineral deposits in Ontario, supporting efficient development progress.

Volta Metals’ Comprehensive Critical Minerals Portfolio

Volta Metals Ltd. focuses on critical minerals exploration including rare earths, gallium, lithium, cesium, and tantalum. The Company owns, options, and explores a portfolio of critical mineral projects in Ontario, one of the world’s most prolific emerging hard-rock critical mineral regions. Beyond the Springer Rare Earth Element deposit, Volta is advancing exploration on additional projects such as the Aki project.

Ontario’s emerging critical minerals status, combined with Volta’s diversified portfolio across multiple essential elements for energy transition and advanced manufacturing, positions the Company strategically within Canada’s mineral exploration sector. Full ownership consolidation at Springer enables Volta to focus management and capital on advancing its flagship asset while maintaining exposure to other critical mineral opportunities.

Qualified Person Review and Technical Documentation

The technical information in this announcement was reviewed and approved by Dr. Julie Selway, P.Geo., VP Exploration and Qualified Person under National Instrument 43-101 standards. The comprehensive NI 43-101 Technical Report supporting the Mineral Resource Estimate was filed on SEDAR+ on April 9, 2026, detailing geological, sampling, and estimation methodologies for investors and regulators.

Having a designated Qualified Person review technical disclosures ensures compliance with Canadian securities regulations for mineral project reporting. The full Technical Report’s public availability on SEDAR+ allows independent evaluation of resource estimate methods, geological interpretation, and assumptions, enhancing investor confidence in the reported mineral resources.

Forward-Looking Statements and Risk Factors

This announcement contains forward-looking statements regarding acquisition completion, exploration plans, strategies, and other projections not based on historical facts. Terms like "will," "may," "should," "anticipate," and "expects" identify forward-looking statements involving risks and uncertainties, including deferred cash payments, issuance of Consideration Shares, Canadian Securities Exchange approvals, title registration, future equity financings, royalty buybacks, and planned Springer exploration activities.

The Company cautions that actual results may differ materially due to risks detailed in regulatory filings, future rare earth and gallium prices and demand, and potential delays or failures in obtaining necessary approvals. Readers should not place undue reliance on forward-looking statements, which are made as of this announcement date. Volta disclaims any obligation to update or revise these statements except as required by law.