Mr. Sorin Posescu reports

VALHALLA METALS ANNOUNCES PRIVATE PLACEMENT OFFERING OF SUBSCRIPTION RECEIPTS, WITH LEAD ORDERS FROM MAJOR SHAREHOLDERS

Valhalla Metals Inc. has arranged a non-brokered private placement of 7,692,307 subscription receipts at a price of 65 cents per subscription receipt for aggregate gross proceeds of $5-million. The offering is being undertaken in connection with the company's previously announced acquisition of the copper-gold-silver-zinc Smucker project from Teck American Inc., a subsidiary of Teck Resources Ltd. (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 Corp. 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 financing 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. 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. If (i) the escrow release conditions are not satisfied by 5 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 returned to the holders.

The offering is subject to customary closing conditions. The company may pay finders' fees in connection with the offering, in accordance with applicable securities laws and the policies of the TSX Venture Exchange, if applicable; provided, however, that only 50 per cent of such finders' fees may be payable upon the purchase of subscription receipts, with the remaining finders' fees being payable upon the satisfaction of the escrow release conditions. To the extent that the escrowed funds are insufficient to return to holders an amount equal to the original purchase price of the subscription receipts, the company will be responsible for any shortfall. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction. The subscription receipts and the common shares issuable upon conversion thereon will be subject to a four-month hold period under applicable securities laws.

The company reserves the right to increase the size of the private placement by 100 per cent (for aggregate proceeds of $10-million) in the context of the market. The subscription receipts being offered and the common shares issuable on conversion of the subscription receipts have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About Valhalla Metals Inc.

Valhalla Metals is a mineral exploration and development company focused on the advancement of its mineral projects toward feasibility. Valhalla's flagship project is the Sun copper-zinc-lead-gold-silver VMS (volcanogenic massive sulphide) project, located in Ambler mining district, northwestern Alaska. Valhalla Metals shares trade on the TSX Venture Exchange under the ticker symbol VMXX and OTCQB under the ticker symbol VMXXF.

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