Valhalla Metals Announces Private Placement Offering of Subscription Receipts, with Lead Orders from Major Shareholders
Valhalla Metals Announces Private Placement
Offering of Subscription Receipts, with Lead
Orders from Major Shareholders
Vancouver, British Columbia--(Newsfile Corp. - April 30, 2026) - Valhalla Metals Inc. (TSXV: VMXX)
(OTCQB: VMXXF) ("
Valhalla
" or the "
Company
") is pleased to announce a non-brokered private
placement of 7,692,307 subscription receipts (the "
Subscription Receipts
") at a price of $0.65 per
Subscription Receipt for aggregate gross proceeds of $5,000,000 (the "
Offering
"). The Offering is
being undertaken in connection with the Company's previously announced acquisition of the copper-
gold-silver-zinc Smucker Project (the "
Smucker Project
") from Teck American Incorporated, a
subsidiary of Teck Resources Limited ("
Teck
") (the "
Transaction
") (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 Corporation 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 funding 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 (collectively, the "
Escrow Release Conditions
"). 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 ("
Common Shares
"). If (i) the Escrow Release Conditions are not satisfied by
5:00 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 finder's 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% of such finder's fees may be payable
upon the purchase of Subscription Receipts, with the remaining finder's 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% (for aggregate
proceeds of $10,000,000) 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 ("
U.S. Securities Act
") 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
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 Offering, including the timing and completion thereof; the anticipated use of proceeds from the
Offering; the satisfaction of the Escrow Release Conditions; the payment of any finder's fees in
connection with the Offering; the receipt of all required approvals for closing of the Transaction, including
approval of the shareholders of Valhalla; and the closing of Transaction.
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 Offering and the
Transaction, as currently structured, and is able to realize the anticipated benefits from the Transaction
and that the Company uses the proceeds from the Offering as currently 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: risk that the Offering or the Transaction is delayed or not completed on the terms
described herein or at all; the Company and Marubeni Corporation and/or Teck do not enter into
definitive documentation and complete their proposed investments; one or both of the TSXV and/or the
shareholders of the Company may not approve the Transaction; 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/295141