00:49:26 EDT Wed 22 Apr 2026
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Valhalla Metals Inc
Symbol VMXX
Shares Issued 37,312,736
Close 2026-04-21 C$ 0.70
Market Cap C$ 26,118,915
Recent Sedar+ Documents

Valhalla Metals enters deal to acquire Smucker project

2026-04-21 18:11 ET - News Release

Mr. Sorin Posescu reports

VALHALLA METALS TO ACQUIRE SMUCKER PROPERTY FROM TECK TO CONSOLIDATE AND ADVANCE TWO CRITICAL MINERAL PROJECTS IN THE AMBLER MINING DISTRICT

Valhalla Metals Inc. has entered into a purchase and sale agreement dated April 20, 2026 (the PSA), with Teck American Inc., a subsidiary of Teck Resources Ltd., whereby Teck has agreed to vend 100 per cent of Teck's copper-gold-silver-zinc Smucker project located in the Ambler mining district in Alaska into Valhalla Metals AK Inc., a subsidiary of Valhalla. 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 per cent 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-per-cent 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."

Smucker project overview

The Smucker project is a polymetallic volcanogenic massive sulphide (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 Ltd. 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 National Instrument 43-101, and reported 11,843,401 tons at 0.94 per cent Cu, 0.026 ounce per tonne Au, 5.28 oz/t Ag, 6.61 per cent Zn and 2.29 per cent Pb. 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 to 300 m 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 sulphide 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 comprises 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 National Instrument 43-101 mineral resource defined by a 100-drill-hole database consisting of 1.71 million tonnes of indicated mineral resources grading 1.48 per cent Cu, 0.21 g/t Au, 60 g/t Ag, 4.32 per cent Zn and 1.11 per cent Pb, and 9.02 million tonnes of inferred mineral resources grading 1.21 per cent Cu, 0.25 g/t Au, 81.70 g/t Ag, 4.18 per cent Zn and 1.46 per cent Pb.

In 2023, Valhalla completed the construction of a new 24-person camp, providing the necessary infrastructure to support a multirig drill program, which included four diamond drill holes totaling 1,104 metres. The 2023 drill holes were strategically designed as stepouts to test for mineralization continuity along strike and down dip, and yielded high-grade results, such as:

  • 13.7 m of 3.07 per cent CuEq (1.24 per cent Cu, 0.92 per cent Pb, 3.45 per cent Zn, 0.16 g/t Au and 55.79 g/t Ag) in hole Sun23-01;
  • 21.4 m of 6.84 per cent CuEq (1.31 per cent Cu, 3.23 per cent Pb, 11.03 per cent Zn, 0.24 g/t Au, and 108.31 g/t Ag) within a larger interval of 52.4 m of 3.3 per cent 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 metres of historical core and conducted comprehensive ground gravity, lidar (light detection and ranging), 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 sulphide 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 Oct. 30, 2023, and filed on the company's profile at SEDAR+.

Terms of the purchase and sale agreement

Under the terms of the PSA, Valhalla will be acquiring 100 per cent 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, representing approximately 35 per cent 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-per-cent 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.
  • 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, 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 48.5 cents, which is the closing price of the Valhalla shares on the TSX-V as of April 20, 2026.

shareholder approval

Approval of the transaction by the shareholders of Valhalla will be required under TSX-V policies, because Teck will become a control person (as defined in the policies of the TSX-V) 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 per cent of the Valhalla shares in accordance with TSX-V policies.

Preclosing 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. Following the transaction and the share conversion, Valhalla will have 128,038,978 Valhalla shares issued and outstanding. Valhalla plans to reidentify the Valhalla shares as common shares at Valhalla's next shareholders' meeting.

Concurrent financing

Valhalla is required to complete a non-brokered private placement of a minimum of $5-million as a condition to completion of the transaction, at a price to be determined in the context of the market. Teck and Marubeni Corp. have indicated their intention to participate as subscribers in the concurrent financing, for investments of $1.75-million and $1.7-million, respectively, subject to the negotiation and execution of definitive documentation.

Early warning disclosure by Teck Resources

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 per cent 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 St., Vancouver, B.C., 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+. 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

Bonnie Broman, CPG, vice-president, exploration, for Valhalla Metals, 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.

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 project located in Ambler mining district, northwest Alaska.

We seek Safe Harbor.

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