Mr. Kerem Usenmez reports

VOLTA ENTERS AGREEMENT TO ACQUIRE REMAINING 20% INTEREST OF ITS FLAGSHIP SPRINGER RARE EARTH AND GALLIUM DEPOSIT IN ONTARIO, CANADA

Volta Metals Ltd. has entered into a definitive purchase agreement dated July 21, 2026, with RZJ Capital Management LLC (the vendor) to acquire the remaining 20-per-cent interest in the Springer rare-earth element and gallium deposit, near Sturgeon Falls, Ont. Upon completion of the transaction and the transfers contemplated by the purchase agreement, Volta will have the right to acquire 100 per cent of the registered and beneficial interest in and to the property, subject only to the royalties and permitted encumbrances described below.

Highlights

• Volta has entered into a definitive purchase agreement dated July 21, 2026, with RZJ Capital Management to acquire the remaining 20-per-cent interest in the Springer rare-earth element and gallium deposit near Sturgeon Falls, Ont.
• Upon closing, Volta will have the right to acquire 100 per cent of the registered and beneficial interest in the property, including all mining patents, mining claims, surface rights and easement rights, subject only to existing royalties and permitted encumbrances.
• Consideration is $1-million in cash, payable in stages tied to future equity financings, together with 10 million common shares of Volta at a deemed price of 20 cents per share.
• The vendor retains a 2-per-cent NSR (net smelter return) royalty on the mining claims, of which 1 per cent may be purchased by Volta for $1-million. Volta may also purchase 1 per cent of the existing 3-per-cent NSR royalty on the patented claims for $1-million.
• Springer hosts a current mineral resource estimate of 56.6 Mt (million tonnes) indicated at 0.70 per cent TREO (including a near-surface high-grade core of 11.5 Mt at 1.10 per cent TREO) and 119.5 Mt inferred at 0.58 per cent TREO (including a near-surface high-grade core of 3.0 Mt at 1.16 per cent TREO), ranking among the top 10 largest REE deposits in North America based on the S&P Global Market Intelligence database (2025). Mineralization remains open for expansion.
• Consolidating 100-per-cent ownership ensures that all future exploration success, resource expansion and project value -- including the significant rare-earth and gallium upside at Springer -- will accrue to Volta shareholders.

The acquisition establishes a 100-per-cent ownership path, up from the 80 per cent in the initial agreement entered into in June, 2025. Prior to executing the purchase agreement, the company and the vendor jointly acquired an outstanding 5-per-cent interest in the patented claims previously held by a third party, enabling Volta to now consolidate 100-per-cent ownership in the property.

"Consolidating 100-per-cent ownership of Springer marks a major milestone for Volta and significantly strengthens our long-term growth strategy," said Kerem Usenmez, president and chief executive officer of Volta. "Every metre we drill, and every tonne we add to the resource now accrues fully to our shareholders. We have also structured this transaction to preserve capital for advancing the project, with cash payments staged alongside future financings and the majority of the consideration paid in shares, aligning the vendor's interests with those of our shareholders. With a path to full ownership secured and Springer already ranking among the largest REE deposits in North America, we are exceptionally well positioned to accelerate exploration, expand the resource and advance the project toward development."

Details

Terms of the acquisition

Under the purchase agreement, which was executed and closed on July 21, 2026, Volta will acquire the remaining interest, together with all mining patents, mining claims, surface rights, easement rights and other rights appurtenant to the property, free and clear of all encumbrances other than the royalties and permitted encumbrances described below, for aggregate consideration of $1-million in cash and 10 million common shares of the company.

The cash consideration consists of a signing payment of $200,000 on closing, and a deferred balance of $800,000 payable from the proceeds of the company's future non-flow-through equity financings. If the next such financing raises less than $3-million in gross proceeds, $300,000 is payable within seven days of its closing and the remaining $500,000 is payable on the closing of the following non-flow-through financing. If the next such financing raises $3-million or more in gross proceeds, the full $800,000 is payable within seven days of its closing. Any outstanding portion of the deferred balance becomes due and payable on June 14, 2027.

The consideration shares will consist of five million shares issuable upon the signing of this purchase agreement, and five million shares issuable within seven days of the close of the company's next equity financing or June 14, 2027, whichever occurs earlier, in each case subject to receipt of any required approval of the Canadian Securities Exchange. Volta may, at its sole option, accelerate payment of the deferred balance and issuance of the Consideration shares at any time.

The consideration shares will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

The vendor retains a 2.0-per-cent NSR royalty on the mining claims on the property, of which 1.0 per cent may be bought back by Volta at any time for $1-million. The granted royalty is not payable on any claims or patents on which the existing royalty is payable. The patented claims remain subject to an existing aggregate 3.0-per-cent NSR royalty, of which 1.0 per cent may be bought back by Volta for $1-million. Volta also holds a right of first refusal over any proposed transfer of the granted royalty.

Following the $200,000 cash payment and the issuance of five million common shares upon the signing of this purchase agreement, the company will have aggregate cash payments of $1,302,000 and a requirement to issue a total of 7.5 million common shares by June, 2027, to earn a 100-per-cent interest in the property. No finder's fee were paid for this transaction.

Following the acquisition of 100 per cent of the property, title to the claims and patents will be registered in Volta's name on the Ontario Mineral Lands Administration System and the Ontario Land Registry Office in accordance with the timelines set out in the purchase agreement. The underlying option agreement in respect of the patented claims remains in good standing, and Volta will assume all remaining obligations to the underlying optionors thereunder.

Resource estimate

On Feb. 23, 2026, Volta reported an updated mineral resource estimate (MRE) for the Springer deposit, effective Dec. 31, 2025, prepared by SLR Consulting (Canada) Ltd. The MRE comprises 56.6 Mt (million tonnes) indicated at 0.70 per cent TREO (including a near-surface high-grade core of 11.5 Mt at 1.10 per cent TREO) and 119.5 Mt inferred at 0.58 per cent TREO (including a near-surface high-grade core of 3.0 Mt at 1.16 per cent TREO). Resources are reported within an optimized open pit shell above a $43/tonne net metal revenue cut-off. Revenue is driven primarily by praseodymium and neodymium, which together account for approximately 90 per cent of total net metal value. The updated MRE placed Springer among the top 10 largest REE deposits in North America based on the S&P Global Market Intelligence database (2025). The company cautions that mineral resources are not mineral reserves and do not have demonstrated economic viability.

Mineralization remains open in all directions. An NI 43-101 technical report supporting the MRE was filed on SEDAR+ on April 9, 2026.

Qualified person

The technical content of this press release has been reviewed and approved by Dr. Julie Selway, PGeo, vice-president, exploration, and qualified person (QP) as defined in National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

About Volta Metals Ltd.

Volta Metals is a critical mineral exploration company focused on rare earths, gallium, lithium, cesium and tantalum. Volta owns, has optioned, and is currently exploring a critical minerals portfolio of rare earth, gallium, lithium, cesium and tantalum projects in Ontario, one of the world's most prolific and emerging hard-rock critical mineral districts.

Volta is advancing its 4,750-hectare Springer REE deposit, located on the traditional territory of the Nipissing First Nation in Sturgeon Falls. The Springer rare-earth element deposit sits approximately 70 km east of Sudbury, Ont., with direct access via the Trans-Canada Highway and Highway 64. The project benefits from well-developed infrastructure, including paved road access, on-site power lines fed from the Crystal Falls hydroelectric dam, a natural gas pipeline and Canadian National Railway service, all within eight kilometres of the deposit.

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