Valhalla Metals Announces Upsize to Private Placement

• Date: 2026-05-04
• Event: Upsize of Non-Brokered Private Placement.
• Details: Valhalla Metals increased its private placement offering from an initial $5 million (announced April 30, 2026) to up to $12,500,000.
• Price: Subscription Receipts priced at $0.65 per unit.
• Context: This financing is a condition precedent for the acquisition of the Smucker Project from Teck American Incorporated (Teck Resources).
• Use of Proceeds: Approximately $8 million allocated to exploration at the Sun Property (drill program), $300,000 for Smucker mapping/survey, remainder for G&A.
• Escrow Terms: Funds held in escrow until Smucker transaction closes (expected June 2026). If conditions aren't met within 90 days of closing or deal fails, funds are returned to investors and receipts cancelled.
• Strategic Participation: Teck Resources (~$1.75 million) and Marubeni Corporation (~$1.7 million) indicated intent to participate in the original offering; their participation is implied in this upsized round.

• Positive Capital Security: The upsize from $5M to $12.5M significantly strengthens the balance sheet, ensuring sufficient capital for the planned drill program at the Sun Property and initial work on Smucker without immediate follow-on dilution risk.
• Execution of Strategy: This confirms the April 21 M&A strategy is proceeding as planned. The market had already priced in the Teck deal announcement (April 21) and the initial financing terms (April 30).
• Dilution Concern: The offering price of $0.65 represents a ~21% discount to the recent trading price of $0.82 (May 1, 2026 close). While this attracts investors, it is dilutive to existing shareholders at a lower valuation than current market levels.
• Contingency Risk: The financing remains contingent on the Smucker acquisition closing in June 2026. If regulatory or shareholder approvals fail, the capital raise collapses, and funds are returned, leaving the company with no new cash but potentially higher administrative costs incurred during the process.
• Conclusion: This is a follow-up to previously announced material events (Teck deal). While the upsize exceeds the $10M cap mentioned in the April 30 release, it does not fundamentally alter the investment thesis established weeks prior. It secures funding but at a discount to market price.

• Company: Valhalla Metals Inc. is an exploration-stage mining company focused on critical minerals in Alaska's Ambler Mining District.
• Flagship Project (Sun Property): Contains a NI 43-101 Mineral Resource of 1.71 million tonnes Indicated (1.48% Cu, 0.21 g/t Au) and 9.02 million tonnes Inferred. This is the primary asset driving valuation.
• Secondary Project (Smucker): Polymetallic VMS deposit acquired from Teck Resources. Historical resource: 11.8M tons @ 0.94% Cu, 5.28 oz/t Ag. Acquisition consolidates position in the district.
• Strategic Context: The Ambler Access Road permit reinstatement (Oct 2025) is critical for economic viability of both projects by enabling infrastructure access.