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VMXX.V ·

Valhalla Announces Simplification of Capital Structure

Corporate Updates

Valhalla Announces Simplification of Capital

Structure

Vancouver, British Columbia--(Newsfile Corp. - July 8, 2026) - Valhalla Metals Inc. (TSXV: VMXX)

(OTCQB: VMXXF) ("

Valhalla

" or the "

Company

") announces that, in accordance with the Articles of the

Company, it has simplified its dual-class share structure by eliminating the class of multiple voting shares

("

MVS

") as an authorized class of shares and renaming the subordinate voting shares ("

MVS

") of the

Company as "Common Shares" (the "

Capital Alteration

").

The Capital Alteration follows from the conversion of all outstanding MVS into SVS on June 1, 2026 (see

the Company's news release dated June 1, 2026), and the removal of the special rights and restrictions

attaching to the MVS and the SVS from the Articles of the Company, which was approved via a special

resolution of Valhalla's shareholders at the annual general and special meeting of shareholders held on

June 30, 2026.

"Simplifying our capital structure is a natural evolution for Valhalla," said Sorin Posescu, Chief Executive

Officer of Valhalla Metals. "With a single class of common shares, our corporate structure better reflects

the company we are today and provides greater clarity for investors as we continue to execute on our

growth strategy. We remain focused on advancing our high-grade VMS projects in Alaska and creating

long-term value for all shareholders."

The Common Shares are anticipated to begin trading on the TSX Venture Exchange under a new

CUSIP (91914U206) and ISIN (CA91914U2065) as at the open of market on July 10, 2026. The stock

symbol assigned to the Common Shares (VMXX) will not be affected by the change.

The Capital Alteration has been effected by way of amendment to the Company's Notice of Articles and

was approved by the board of directors of the Company on July 7, 2026. The authorized share capital of

the Company now consists of an unlimited number of Common Shares with no par value, of which

151,140,901 Common shares are issued and outstanding. No Common Shares are subject to escrow

restrictions.

Registered shareholders who hold certificates or Direct Registration System ("

DRS

") statements

representing subordinate voting shares do not need to take any further action. Existing share certificates

or DRS statements will still be valid in representing Common Shares. Beneficial holders who have

questions regarding their Common Shares should contact their investment advisor or brokerage firm for

more information.

About Valhalla Metals

Valhalla Metals Inc. is a mineral exploration and development company advancing high-grade copper-

zinc-lead-gold-silver volcanogenic massive sulphide (VMS) projects in Alaska's Ambler Mining District,

one of the world's premier undeveloped polymetallic mineral belts. The Company owns the Sun and

Smucker projects, which host substantial mineralized systems and significant exploration potential.

Valhalla is focused on creating shareholder value through disciplined exploration, resource expansion,

technical advancement, and responsible project development. Valhalla Metals' common shares trade on

the TSX Venture Exchange and OTCQB under the symbols VMXX and VMXXF, respectively. Additional

information is available 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:

[email protected]

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: the trading of the Common

Shares under a new CUSIP / ISIN and the expected timing thereof.

The forward-looking statements and information are based on certain key expectations and assumptions

made by the Company, including that that the Common Shares will begin trading under a new CUSIP /

ISIN on the timing anticipated. 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: the risk that the that the Common Shares will not

begin trading under the new CUSIP / ISIN on the timing anticipated or at all; operational risks associated

with mineral exploration; fluctuations in commodity prices; title matters; and the additional risks identified

in the other reports and filings of the Company 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.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/304353