Valhalla Metals Announces Private Placement Offering of Subscription Receipts, with Lead Orders from Major Shareholders

About this update from Valhalla Metals Inc.

Vancouver, British Columbia--(Newsfile Corp. - April 30, 2026) - Valhalla Metals Inc. (TSXV: VMXX) (OTCQB: VMXXF) ("Valhalla" or the "Company") is pleased to announce a non-brokered private placement of 7,692,307 subscription receipts (the "Subscription Receipts") at a price of $0.65 per Subscription Receipt for aggregate gross proceeds of $5,000,000 (the "Offering"). The Offering is being undertaken in connection with the Company's previously announced acquisition of the copper-gold-silver-zinc Smucker Project (the "Smucker Project") from Teck American Incorporated, a subsidiary of Teck Resources Limited ("Teck") (the "Transaction") (see news release dated April 21, 2026). The completion of the Offering is a condition to the closing of the Transaction which is expected to be completed in June 2026. Teck and Marubeni Corporation have indicated their intention to participate in the Offering, for respective amounts of approximately $1.75 million and $1.7 million, subject to negotiation and execution of definitive documentation. The net proceeds of the Offering are expected to be used for exploration expenditures on the Company's Sun Property, including funding the Company's upcoming drilling program, mapping and survey work at the Smucker Project, general and administrative costs and general working capital purposes. Subscription Receipt Terms The gross proceeds of the Offering will be placed in escrow pending satisfaction of certain conditions, which will include, among other things: (i) completion, satisfaction or waiver of all conditions precedent to the Transaction in accordance with its terms; and (ii) receipt of all required shareholder and regulatory approvals with respect to the Transaction (collectively, the "Escrow Release Conditions"). Upon satisfaction of the Escrow Release Conditions, the proceeds of the Offering will be released from escrow and the Subscription Receipts will, without any further action by the holder of such Subscription Receipt and for no additional consideration, be automatically converted into common shares in the capital of the Company ("Common Shares"). If (i) the Escrow Release Conditions are not satisfied by 5:00 p.m. (Vancouver time) on the date that is 90 days following the closing of the Offering or (ii) the Transaction does not proceed, then the Subscription Receipts will be cancelled and the escrowed funds will be r...

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