Valhalla Metals to Acquire Smucker Property from Teck to Consolidate and Advance Two Critical Mineral Projects in the Ambler Mining District
Valhalla Metals to Acquire Smucker Property
from Teck to Consolidate and Advance Two
Critical Mineral Projects in the Ambler Mining
District
Vancouver, British Columbia--(Newsfile Corp. - April 21, 2026) - Valhalla Metals Inc. (TSXV: VMXX)
(OTCQB: VMXXF) ("
Valhalla
" or the "
Company
") is pleased to announce that it has entered into a
Purchase and Sale Agreement dated April 20, 2026 (the "PSA") with Teck American Incorporated, a
subsidiary of Teck Resources Limited ("Teck"), whereby Teck has agreed to vend 100% of Teck's
copper-gold-silver-zinc Smucker Project located in the Ambler Mining District in Alaska (the "Project")
into Valhalla Metals AK Inc., a subsidiary of Valhalla (the "Transaction").
By consolidating Teck's
Smucker Project with Valhalla's nearby copper-gold-silver-zinc Sun Project, with Teck as the largest
shareholder, the Transaction provides a path to advance two deposits with the combined potential to
contribute to the critical mass necessary to bolster the economic justification for the proposed Ambler
Access Project (AAP). With these assets, Valhalla expects to move beyond exploration to support the
infrastructure requirements of a major critical metal district in the United States.
Under the terms of the PSA, Teck has agreed to convey its interest in the Project to Valhalla for
consideration that includes: 44,813,642 Valhalla Shares (as defined below) representing 35% of the
issued and outstanding Valhalla Shares; a priority purchase right and right of last offer to Teck on the
purchase of any concentrate produced from the Sun and Smucker properties on customary commercial
terms; and a 2.0% net smelter returns royalty on certain parts of the Project.
Rick Van Nieuwenhuyse, Chairman of Valhalla stated, "This transaction is a transformative milestone for
Valhalla, effectively providing the Company with the scale to contribute meaningfully to the development
of the Ambler Mining District. By combining these two projects, we see the potential to move quickly to
materially support the economic use case for the proposed Ambler Access Project, which, we believe, is
key to unlocking this prospective critical-metals district. We are very pleased to welcome Teck as a key
partner - Teck brings a long and successful operating history in Alaska, and we look forward to working
together to develop these important projects towards providing new secure, domestic sources of critical
minerals for the United States."
Stuart McCracken, Vice President, Exploration, Teck, said, "By combining our assets, local knowledge,
and technical expertise, we look forward to collaborating with Valhalla and other stakeholders to
advance these projects where we see the potential to generate positive momentum for the region and
support integrated North American supply chains through our smelting and refining complex at our Trail
Operations."
Figure 1. Valhalla's Sun and newly acquired Smucker Claims located in the Ambler Mining District
along the Ambler Access Project.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/4890/293522_99e44fa664ba8a9d_001full.jpg
Smucker Project Overview
The Smucker Project is a polymetallic volcanogenic massive sulfide ("VMS") deposit located at the
western end of the Ambler Mining District in Alaska, approximately 35 kilometres northwest of the Arctic
Deposit which is currently being advanced by South 32 Limited and Trilogy Metals Inc. under the Ambler
Metals Joint Venture.
The Project is hosted within the same mineralized package known as the Ambler
Schist Belt.
Smucker was discovered by Anaconda Minerals Company in 1975. A historical mineral resource
estimate was prepared in 1981, which is not compliant with NI 43-101, and reported 11,843,401 tons @
0.94% Cu, 0.026 oz/t Au, 5.28 oz/t Ag, 6.61% Zn, and 2.29% Pb (1,2).
A Qualified Person has not done
sufficient work to classify this historical estimate as a current Mineral Resource, and the Company is not
treating this estimate as current Mineral Resources or Mineral Reserves. Accordingly, this estimate
should not be relied upon.
Work to date at the Project has included 24 drill holes targeting multiple folded mineralized horizons,
which are partially exposed at surface over a strike length of more than 600 metres.
Drilling, however,
has been limited to depths of only 200-300m and the mineralization remains open.
Updated geologic
modelling supports potential for additional mineralization along strike of the historical resource and at
depth on the lower massive sulfide horizons.
Valhalla expects the next phases of work at Smucker to
target additional resource delineation in these areas.
Teck is vending 27 State of Alaska mining claims, covering approximately 435 hectares, which are
contiguous with Valhalla's 133 state mining claims.
The combined Smucker land package totals
approximately 8,670 hectares and covers the entire historical Smucker resource at the western end of
the Ambler Schist Belt.
Sun Project Overview
The Sun Project is located in the Sun Hills at the eastern end of the Ambler Mining District, along the
southern flank of the Brooks Range in northwestern Alaska. The Sun property is comprised of 392
contiguous State of Alaska claims totalling approximately 25,382 hectares.
The Sun deposit is one of the most-advanced VMS deposit in the eastern part of the Ambler Mining
District and is well situated for potential development being the first deposit along the proposed Ambler
Access Road route.
The project currently hosts a NI 43-101 mineral resource
(3)
defined by a 100 drillhole database
consisting of 1.71 million tonnes of Indicated mineral resources grading 1.48% Cu, 0.21 g/t Au, 60 g/t
Ag, 4.32% Zn, and 1.11% Pb and 9.02 million tonnes of Inferred mineral resources grading 1.21% Cu,
0.25 g/t Au, 81.70 g/t Ag, 4.18% Zn, and 1.46% Pb.
In 2023, Valhalla completed the construction of a new 24-person camp, providing the necessary
infrastructure to support a multi-rig drill program, which included four diamond drill holes totaling 1,104
meters. The 2023 drill holes were strategically designed as step-outs to test for mineralization continuity
along strike and down-dip and yielded high-grade results, such as:
13.7m of 3.07% CuEq (1.24% Cu, 0.92% Pb, 3.45% Zn, 0.16 g/t Au, and 55.79 g/t Ag) in hole
Sun23-01; and
21.4m of 6.84% CuEq (1.31% Cu, 3.23% Pb, 11.03% Zn, 0.24 g/t Au, and 108.31 g/t Ag) within a
larger interval of 52.4m of 3.3% CuEq in hole Sun23-04.
The 2023 drilling confirmed that the exploration upside at the Sun VMS deposit remains robust and open
at depth.
In parallel with the new drilling, in 2023 Valhalla also relogged 1,416 meters of historical core and
conducted comprehensive ground gravity, LiDAR, and orthophoto surveys to build a comprehensive
modern geologic model.
Using this updated model, Valhalla expects the next phase of drilling at Sun to
target significant resource growth both along strike and at depth along known mineralized massive
sulfide horizons.
For additional information regarding Valhalla's 2023 exploration program, including a full discussion
regarding the results of the program and information regarding quality control and quality assurance
measures undertaken in connection with the program, please refer to the Company's press release
entitled "Valhalla Metals Reports High-Grade Mineralization from Maiden Drill Program at its Flagship
Sun Project, including 21m of 6.84% CuEq", dated October 30, 2023, and filed on the Company's profile
at
www.sedarplus.ca
.
Terms of the Purchase and Sale Agreement
Under the terms of the PSA, Valhalla will be acquiring 100% of the Smucker Project, consisting of 27
mining claims in the State of Alaska covering approximately 435 hectares, for the following
consideration:
The issuance by Valhalla to Teck of 44,813,642 subordinate voting shares (the "Valhalla Shares"),
representing approximately 35% of the issued and outstanding Valhalla Shares following the
Share Conversion (as defined below) and prior to the completion of the Concurrent Financing (as
defined below);
The grant of an up to 2.0% net smelter returns royalty in favour of Teck on the Project under certain
conditions;
The grant of a priority purchase right and a right of last offer on offtake with respect to concentrate
produced from the Smucker Property, Sun Property and certain other additional properties; and
Teck and Valhalla will enter into an investor rights agreement which will include, without limitation,
equity participation rights, top up rights, information rights and the right to appoint a director to the
board of directors of Valhalla.
Completion of the Transaction is subject to shareholder approval (as described below), acceptance by
the TSX Venture Exchange ("TSXV"), completion of the Share Conversion, completion of the Concurrent
Financing and other conditions customary to such a transaction. No finders fees are being paid on this
Transaction. Valhalla and Teck are considered arm's length parties and the Transaction is not a related
party transaction.
Each Valhalla Share to be issued to Teck on completion will have a deemed price of $0.485, which is
the closing price of the Valhalla Shares on the TSXV as of April 20, 2026.
Shareholder Approval
Approval of the Transaction by the shareholders of Valhalla will be required under TSXV policies,
because Teck will become a Control Person (as defined in the policies of the TSXV) of Valhalla upon
closing of the Transaction. Valhalla intends to obtain such shareholder approval via a written consent
resolution signed by shareholders holding at least 50% of the Valhalla Shares in accordance with TSXV
policies.
Pre-Closing Reorganization
Valhalla's current share structure consists of an unlimited number of multiple voting shares ("MV
Shares") and an unlimited number of Valhalla Shares. Prior to closing and as a condition of the
Transaction, Valhalla intends to convert all outstanding MV Shares into Valhalla Shares, on a basis of
100 Valhalla Shares for each MV Share (the "Share Conversion"). Following the Transaction and the
Share Conversion, Valhalla will have 128,038,978 Valhalla Shares issued and outstanding. Valhalla
plans to re-identify the Valhalla Shares as "common shares" at Valhalla's next shareholders' meeting
(the "Share Change").
Concurrent Financing
Valhalla is required to complete a non-brokered private placement (the "Concurrent Financing") of a
minimum of CAD$5,000,000 as a condition to completion of the Transaction, at a price to be
determined in the context of the market. Teck and Marubeni Corporation have indicated their intention to
participate as subscribers in the Concurrent Financing, for investments of CAD$1.75 million and
CAD$1.7 million, respectively, subject to the negotiation and execution of definitive documentation.
Early Warning Disclosure by Teck Resources Limited
As of the date hereof, Teck does not own, directly or indirectly, nor exercises control or direction over,
any Valhalla Shares. Upon closing of the Transaction (and assuming the completion of the minimum
offering amount under the Concurrent Financing), Teck is expected to beneficially own, directly or
indirectly, or exercise control or direction over, Valhalla Shares representing approximately 35.0% of the
issued and outstanding Valhalla Shares on a non-diluted basis.
Teck's acquisition of the Valhalla Shares under the PSA is being made for investment purposes. Teck
may determine to increase or decrease its investment in the Company depending on market conditions
and any other relevant factors. This release is required to be issued under the early warning
requirements of applicable securities laws. Teck's head office is located at Suite 3300 - 550 Burrard
Street, Vancouver, BC, V6C 0B3. In satisfaction of the requirements of the National Instrument 62-104 -
Take-Over Bids And Issuer Bids
and National Instrument 62-103 -
The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues
, early warning reports respecting the acquisition
of Valhalla Shares by Teck or its affiliates will be filed under the Company's SEDAR+ at
www.sedarplus.ca
. A copy of Teck's early warning report to be filed in connection with the Transaction
may also be obtained by contacting Dale Steeves at 236-987-7405.
Qualified Person
Ms. Bonnie Broman, CPG, Vice President, Exploration for Valhalla Metals Inc., is a Qualified Person
("QP") as defined under National Instrument 43-101 standards. Ms. Broman has approved the data
disclosed in this press release, including by verifying the sampling, analytical and test data underlying the
technical information and has approved this press release.
Sources:
1
.
The reader is cautioned that the referenced "historical mineral resource" estimate is considered historical in nature and as such is based on
prior data and reports prepared by previous property owners.
A QP has not done sufficient work to classify the historical estimates as
current resources and Valhalla is not treating the historical estimate as current mineral resources or mineral reserves. Significant data
compilation, re-drilling, re-sampling and data verification may be required by a QP before the historical estimate on the Smucker Project can
be classified as current resource. There can be no assurance that any of the historical mineral resources, in whole or in part, will ever
become economically viable and readers should not rely on such historical mineral resource estimate. However, the Company considers
these historical estimates to be relevant to investors, as it may indicate the presence of mineralization. In addition, mineral resources are not
mineral reserves and do not have demonstrated economic viability. Even if classified as a current resource, there is no certainty as to
whether further exploration will result in any inferred mineral resources being upgraded to an indicated or measured mineral resources
category. The key assumptions, parameters and methods used to prepare the historical estimate are not known to Valhalla.
2
.
Information pertaining to the Smucker Project historical mineral resource estimate is extracted from Anaconda Minerals Company's internal
report titled "1981 Mineral Exploration Program, Ambler Mining District".
3
.
Information pertaining to the Sun Project Mineral Resource Estimate is extracted from the technical report titled "Technical Report on the Sun
Project, Brooks Range, Alaska, USA" prepared by Michael M. Gustin, C.P.G. of Mine Development Associates, A Division of RESPEC, for
SolidusGold Inc. and filed on Sedar on May 18, 2022 Michael M. Gustin is independent as defined by NI 43-101 - Standards of Disclosure for
Mineral Projects ("NI 43-101").
About Valhalla Metals
Valhalla Metals Inc. is a mineral exploration and development company focused on the advancement of
its mineral projects towards feasibility. Valhalla's flagship project is the Sun copper-zinc-lead-gold-silver
VMS project located in Ambler Mining District, Northwest Alaska. Valhalla Metals Inc. shares trade on
the TSXV under the ticker symbol VMXX and OTCQB under the ticker symbol VMXXF. For more
information about Valhalla, please visit our website at
www.valhallametals.com
.
This news release does not constitute an offer to sell or a solicitation of an offer to buy 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.
For more information on the Company, please contact Valhalla Metals Inc.
Sorin Posescu, Chief Executive Officer
Phone: 604-561-3194
Email:
Forward-Looking Statements:
This news release contains forward-looking statements and forward-looking information within the
meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue",
"estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plan", "plans", "intends"
and similar expressions are intended to identify forward-looking information or statements. Such
information or statements in this news release include, but are not limited to: statements with respect to
the anticipated benefits of the Transaction, including the Company's aim to provide a new, secure,
domestic source of critical minerals for the United States; the geological and economic opportunity of
the Project, the strategic rationale for the Transaction; the completion of the Share Conversion, the
Concurrent Financing and the Share Change; the receipt of all required approvals for closing of the
Transaction, including approval of the shareholders of Valhalla; the closing of Transaction; and the
Company's exploration plans with respect to the Project following closing.
The forward-looking statements and information are based on certain key expectations and assumptions
made by the Company, including that the Company successfully completes the Transaction, as currently
structured, and is able to realize the anticipated benefits from the Transaction and that the historical
resource previously declared at the Project indicates the presence of mineralization. Although the
Company believes that the expectations and assumptions on which such forward-looking statements
and information are based, are reasonable, undue reliance should not be placed on the forward-looking
statements and information because the Company can give no assurance that they will prove to be
correct. Since forward-looking statements and information address future events and conditions, by their
very nature they involve inherent risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. Such factors include, among others, the
following risks: that the Company may not complete the Transaction, as a result of the failure to complete
the conditions precedent to the Transaction (including the Share Conversion and/or the Concurrent
Financing) or otherwise and, even if the Transaction is completed, may not realize the anticipated
benefits of the Transaction; one or both of the TSXV and/or the shareholders of the Company may not
approve the Transaction; that the Project may not be geologically and economically prospective; the
need for additional financing; operational risks associated with mineral exploration; fluctuations in
commodity prices; title matters; and the additional risks identified in the annual information form of the
Company or other reports and filings with the TSXV and applicable Canadian securities regulators.
Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements
included in this news release are expressly qualified by this cautionary statement. The forward-looking
statements and information contained in this news release are made as of the date hereof and the
Company undertakes no obligation to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events or otherwise, unless so required by
applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.
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