MONTREAL, Jun 1, 2026 (CNW Group via COMTEX) --
Marubeni Metals & Minerals (Canada), Inc. ("Marubeni Metals") is issuing this news release pursuant to the early warning requirements of National Instrument 62-104, Take-over Bids and Issuer Bids with respect to the subordinate voting shares ("Shares") of Valhalla Metals Inc. (the "Issuer").
Pursuant to a subscription agreement with the Issuer dated May 29, 2026, Marubeni Metals subscribed, on a private placement basis, for 2,630,769 subscription receipts of the Issuer ("Subscription Receipts") at a price of $0.65 per Subscription Receipt for a total consideration of $1,709,999.85 (the "Subscription"). The Subscription closed on May 29, 2026.
On May 29, 2026, following the satisfaction of all conditions precedent to the Issuer's acquisition of the copper-gold-silver-zinc Smucker Project located in the Ambler Mining District in Alaska from Teck American Incorporated, a subsidiary of Teck Resources Limited (the "Acquisition"), each Subscription Receipt was automatically converted into one Share.
The Shares trade on the facilities of the TSX Venture Exchange under the trading symbol "SDC".
Immediately prior to the Acquisition, Marubeni Metals held 16,580,000 Shares, representing 44.4% of the issued and outstanding Shares and 19.9% of the voting rights of all the voting securities of the Issuer, and 2,630,769 Subscription Receipts. Immediately following the Acquisition, Marubeni Metals has ownership, control and direction over 19,210,769 Shares, representing 12.7% of the issued and outstanding Shares, and no Subscription Receipts.
The Subscription Receipts were acquired for investment purposes. Subject to applicable law, Marubeni Metals will continue to review its holdings of the Issuer's securities, and depending on market conditions, general economic conditions and industry conditions, the Issuer's business and financial condition and prospects and/or other relevant factors, may increase or decrease its investment in the securities of the Issuer.
Marubeni Metals' head office is located at Suite 1830, 630 Rene-Levesque Blvd West, Montreal, Quebec, H3B 1S6. The Issuer's head office is located at 595 Howe Street, Vancouver, British Columbia, V6C 2T5.
Marubeni Metals will file a report under National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues under the Issuer's profile on SEDAR+ (www.sedarplus.ca) containing additional information respecting the foregoing matters.
SOURCE Marubeni Metals & Minerals (Canada), Inc.
SOURCE: Marubeni Metals & Minerals (Canada), Inc.
For additional information and to obtain a copy of the early warning report, please
contact: Soki Baba, President, 630 Rene-Levesque Blvd West, Suite 1830, Montreal,
Quebec, H3B 1S6, TOKB6C2@marubeni.com
COMTEX_482601199/2197/2026-06-01T08:30:00
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