Voltage Metals Corp. Announces Convertible Note Financing

Rhea-AI Summary

Voltage Metals Corp. (CSE: VOLT) (OTC Pink: VLTMF) announces a non-brokered private placement of unsecured convertible promissory notes up to $450,000. The notes bear interest at 15% per annum and mature in three months. Holders can convert the principal amount and interest into common shares at a conversion price of $0.05 per share. The offering is subject to regulatory approvals and a hold period of four months plus a day. The securities are not registered under the U.S. Securities Act and may not be offered or sold within the United States.

Positive

• None.

Negative

• The private placement of convertible promissory notes may dilute the ownership of existing shareholders if the conversion option is exercised, potentially impacting the stock price negatively.

Toronto, Ontario--(Newsfile Corp. - January 5, 2024) - Voltage Metals Corp. (CSE: VOLT) (OTC Pink: VLTMF) ("Voltage" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement up to the aggregate principal amount of $450,000 by offering unsecured convertible promissory notes (the "Offering").

Each convertible promissory note (the "Notes") shall bear interest at a rate of 15% per annum and shall mature on the date that is three (3) months from the date of issuance. The holder of a Note has the ability to elect to, in whole or in part, at any time following the date of issuance, convert the principal amount of the Note and any accrued and unpaid interest thereon, into common shares in the capital of the Company (each, a "Share"), at the conversion price of $0.05 per Share (the "Conversion Price").

The securities issued upon closing of the Offering will be subject to a hold period of four months plus a day from the date of closing, pursuant to applicable securities laws. The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Voltage

Voltage is a critical metals exploration and development company focused on Canadian projects near existing or past-producing mines.

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian and U.S. securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by management. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information. There can be no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward- looking information for anything other than its intended purpose. Management of the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

For more information contact: Jay Freeman, Chairman and Director, Voltage Metals Corp., email: jfreeman@voltagemetals.com or via telephone at: (416) 457-1611.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/193398

FAQ

What is Voltage Metals Corp.'s ticker symbol?

Voltage Metals Corp.'s ticker symbol is CSE: VOLT and OTC Pink: VLTMF.

What is the interest rate on the convertible promissory notes?

The notes bear interest at a rate of 15% per annum.

What is the conversion price for the common shares?

The conversion price for the common shares is $0.05 per share.

What is the hold period for the securities issued in the offering?

The securities issued will be subject to a hold period of four months plus a day from the date of closing.

Are the securities offered registered under the U.S. Securities Act?

No, the securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States.

What are the conditions for closing the offering?

The closing of the offering is subject to certain conditions including the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange.