Calgary, Alberta--(Newsfile Corp. - November 19, 2024) - Volt Carbon Technologies Inc. (TSXV: VCT) (OTCQB: TORVF) ("Volt Carbon" or the "Company") is pleased to announce its intention to complete a non-brokered private placement (the "Offering") for aggregate gross proceeds of up to C$600,000. The Offering will include the issuance and sale of the following:
up to 16,666,667 flow-through units of the Company (the "FT Units") at a price of C$0.03 per FT Unit for gross proceeds of up to C$500,000 from the sale of FT Units; and
up to 4,000,000 units of the Company (the "Units", and collectively with the FT Units, the "Offered Securities") at a price of C$0.025 per Unit for gross proceeds of up to C$100,000 from the sale of Units.
The Company has engaged Red Cloud Securities Inc. ("Red Cloud" or the "Finder"), as an arm's length finder, to source investors for the Offering on a "best efforts" basis. In consideration for its services, Red Cloud will receive a cash finder's fee equal to 7.0% of the gross proceeds raised from parties introduced by Red Cloud (the "Identified Parties"). Additionally, Red Cloud will receive an amount of non-transferable finder's warrants that are exercisable for that number of common shares equal to 7.0% of the number of the: (i) FT Units sold to Identified Parties with an exercise price of CAD$0.03 per common share; and (ii) Units sold to Identified Parties with an exercise price of CAD$0.025 per common share. The finder's warrants will be exercisable for a period of 24 months.
Each FT Unit will consist of one common share of the Company (each, a "Common Share") to be issued as a "flow-through share" (each, a "FT Share") within the meaning of the Income Tax Act (Canada) (the "Income Tax Act") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Unit will consist of one Common Share and one-half of one Warrant. Each whole Warrant will entitle the holder thereof to purchase one Common Share at a price of C$0.05 at any time for a period of 24 months from the date of issuance of the Offered Security.
The Company intends to use the net proceeds from the FT Units for the exploration of the Company's Mineral Interests in Quebec and the net proceeds from the Units for general working capital purposes. The gross proceeds from the issuance of the FT Shares will be used to incur resource exploration expenses which will constitute "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act and "flow through mining expenditures" as defined in subsection 127(9) of the Income Tax Act, which will be renounced with an effective date no later than December 31, 2024 to the purchasers of the FT Units in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares.
The Company expects to complete the Offering on or around December 17, 2024. The closing of the Offering is subject to receipt of all necessary regulatory approvals including the TSX Venture Exchange (the "TSXV"). Finder's fees will be payable in accordance with the policies of the TSXV. The securities issued under the Offering will be subject to a hold period ending on the date that is four months plus one day following the date of issue in accordance with applicable securities laws. No Insiders intend to participate in the Offering and no new control persons will be created under the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Volt Carbon Technologies Volt Carbon is a publicly traded carbon science company, with specific interests in energy storage and green energy creation, with holdings in mining claims in the provinces of Ontario, Quebec and British Columbia in Canada. For the latest information on Volt Carbon's properties and news please refer to the website www.voltcarbontech.com.
On behalf of the Board of Directors,
Volt Carbon Technologies Inc. V-Bond Lee, P. Eng. CEO, President, Chairman of the Board
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements, within the meaning of applicable securities legislation, concerning Volt Carbon's business and affairs. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "intends" "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Such forward-looking statements include those with respect to: (i) the intention to complete the Offering; (ii) the intention compensate finders with a cash finder's fee and finder's warrants; (iii) the intention to use the net proceeds of the FT Units to carry out exploration programs on mineral properties and to incur eligible Canadian Exploration Expenses that qualify as Canadian exploration expenses and "flow-through mining expenditures" for purposes of the Income Tax Act (Canada); (iv) the intention to use the net proceeds of the FT Units for general working capital purposes; (v) the approval by the TSXV of the Offering; and (vii) the anticipated closing date of the Offering.
Statements of past performance should not be construed as an indication of future performance. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors, including those discussed above, could cause actual results to differ materially from the results discussed in the forward-looking statements. Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement.
All of the forward-looking statements made in this press release are qualified by these cautionary statements. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking information is provided as of the date of this press release, and Volt Carbon assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required under applicable securities legislation.
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