Mr. Sorin Posescu reports

VALHALLA METALS ANNOUNCES CLOSING OF FIRST TRANCHE OF OVER-SUBSCRIBED PRIVATE PLACEMENT

Valhalla Metals Inc. has completed the first tranche of its oversubscribed non-brokered private placement of subscription receipts, previously announced on April 30, 2026, and May 4, 2026. Pursuant to the first tranche of the offering, the company issued an aggregate of 20,385,368 subscription receipts for aggregate gross proceeds of approximately $13.25-million at a price of 65 cents per subscription receipt, with an order from Teck Resources Ltd. for $1.75-million. A final tranche of the offering is expected to close by late May.

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 (see news release dated April 21, 2026). The completion of the first tranche of the offering satisfies a condition to the closing of the transaction, which is expected to be completed in late May or early June, 2026.

The net proceeds of the offering are expected to finance exploration expenditures at the company's Sun property, including a drill program, and at the company's Smucker project following completion of the transaction, for mapping and survey work, plus for general and administrative costs.

In connection with the offering, the company has agreed to pay cash finders' fees to certain finders equal to 6 per cent of the gross proceeds raised from subscriptions arranged by each such finder, for an aggregate of $274,950.86 in finders' fees. The finders' fees will be payable upon conversion of the subscription receipts into shares (as defined below) once the escrow release condition (as defined below) is satisfied.

The offering is subject to the final approval of the TSX Venture Exchange. All securities issued pursuant to the offering are subject to a four-month-and-one-day hold period from the date of closing the offering.

Subscription receipt terms

The gross proceeds of the offering will be placed in escrow pending completion, satisfaction or waiver of all conditions precedent to the transaction. Upon satisfaction of the escrow release condition, the proceeds of the offering will be released from escrow and the subscription receipts will, without any further action by the holder of any subscription receipt and for no additional consideration, be automatically converted into subordinate voting shares in the capital of the company. If (i) the escrow release condition is not satisfied on or before the date that is 90 days following the closing of the offering, (ii) the company publicly announces that it does not intend to, or cannot satisfy the escrow release condition, or (iii) the transaction does not proceed, then the subscription receipts will be cancelled and the escrowed funds will be returned to the holders. 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.

Insider participation

Certain insiders of the company participated in the first tranche of the offering and subscribed for a total of 206,272 subscription receipts for gross proceeds of $134,076.80. The participation of insiders in the offering constitutes a related party transaction, within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, in respect of the related party participation in the offering, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the insiders, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101).

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, northwest Alaska. Valhalla Metals shares trade on the TSX Venture Exchange under the ticker symbol VMXX and OTCQB under the ticker symbol VMXXF.

We seek Safe Harbor.