Valhalla Metals Inc. — Regulatory Filings 2022

Sep 24, 2022

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1. Name and Address of Company

Valhalla Metals Inc. (formerly SolidusGold Inc.) (the "Company") 10th Floor, 595 Howe Street Vancouver, BC V6C 2T5

ITEM 2. Date of Material Change

September 16, 2022

ITEM 3. News Release

On September 19, 2022, a news release in respect of the material change was disseminated. A copy was filed under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

ITEM 4. Summary of Material Change

On September 19, 2022, the Company announced the completion of its previously announced reverse takeover transaction (the "Transaction"). Pursuant to the Transaction, a subsidiary of the Company merged with the target (formerly, Valhalla Metals, Inc.) (the "Target") and securityholders of the Target received securities in the capital of the Company, as further described below. The Transaction constituted a 'reverse takeover' of the Company pursuant to Policy 5.2 of the TSX Venture Exchange (the "TSXV").

ITEM 5. Full Description of Material Change

5.1 Full Description of Material Change

Transaction Summary

In connection with the Transaction: (i) the Company effected a consolidation of its outstanding common shares ("Common Shares") on a five-for-one basis; (ii) the Company changed its name to "Valhalla Metals Inc."; and (iii) the notice of articles and articles of the Company were altered to re-designate the Common Shares as subordinate voting shares of the Company (the "Subordinate Voting Shares") and to create a new class of multiple voting shares of the Company ("Multiple Voting Shares") which were issued to U.S. resident holders of the Target shares under the Transaction.

Strategic Investment and Concurrent Financing

In connection with the Transaction, the Company completed its private placement with Marubeni Metals & Minerals (Canada), Inc. ("Marubeni") whereby Marubeni made a strategic equity investment of approximately $8,290,000 for 16,580,000 Subordinate Voting Shares at a price of $0.50 per share on a post-consolidated basis. The Company also completed a subscription receipt financing for gross proceeds of $1,940,380.50 (the "Concurrent Private Placement"). Each subscription receipt was converted into a common share of a newly incorporated company and subsequently exchanged into Subordinate Voting Shares for an aggregate of 3,880,761 Subordinate Voting Shares. On an

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aggregate basis, the Company completed financings for an aggregate of $10,230,380.50 and issued a total of 20,460,761 Subordinate Voting Shares.

Escrow

In connection with the Transaction, certain principals of the Company have entered into a Tier 2 Value Escrow Agreement (the “Escrow Agreements”) with Computershare Investor Services, Inc. as escrow agent, in respect of 5,586,538 Subordinate Voting Shares and 367,299.20 Multiple Voting Shares. Under the terms of the Escrow Agreements, with respect to certain of the escrowed securities, 10% of such escrowed securities will be released upon the date of the exchange bulletin from the TSXV, with the balance to be released in six tranches of 15% every six months thereafter. Certain other of the escrowed securities will have the benefit of a Tier 1 release schedule, with 25% being released every 6 months beginning on the date of the exchange bulletin.

Information for Shareholders

The Company’s transfer agent, Computershare Investor Services Inc., will be mailing a letter of transmittal (a “Letter of Transmittal”) and, subject to the provisions of the Letter of Transmittal, a Direct Registration System Statement (“DRS Advice”) to all shareholders of the Company (other than for those that are required to be in certificated form) setting out each holder’s shareholdings. Shareholders wishing to receive a physical share certificate should contact Computershare Investor Services Inc. for information on how to obtain physical shares certificates in place of a DRS Advice. The CUSIP number for Subordinate Voting Shares is 91914U107.

More information regarding the above matters can be found in the Circular, available on the Company’s profile on SEDAR at www.sedar.com.

Early Warning Report Disclosure

Marubeni has acquired 16,580,000 Subordinate Voting Shares and now holds an aggregate of 16,580,000 Subordinate voting shares. In aggregate, Marubeni directly or indirectly controls approximately 19.99% of the outstanding Subordinate Voting Shares on a partially diluted basis assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares.

Valhalla Mining, LLC has acquired Multiple Voting Shares and now holds an aggregate of 367,299.20 Multiple Voting Shares. In aggregate, Valhalla Mining, LLC directly or indirectly controls approximately 44.28% of the outstanding Subordinate Voting Shares on a partially diluted basis assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares.

Warrant Extension

The Company intends to extend the exercise period of a total of 1,333,422 post-consolidated common share purchase warrants, all of which are exercisable at $0.60 per share (collectively, the “Warrants”) by two additional years. The Warrants were issued pursuant to a private placement which closed on October 8, 2020.

All other terms and conditions of the Warrants will remain unchanged. The Warrant extension will be subject to acceptance by the TSXV.

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Trading Halt

The Company expects to resume trading on the TSXV shortly under ticker “VMXX” once all conditions to the TSXV’s acceptance of the transaction have been satisfied.

5.2 Disclosure for Restructuring Transactions

Not applicable as information circular was disseminated to Company’s securityholders.

ITEM 6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

ITEM 7. Omitted Information

None.

ITEM 8. Executive Officer

Sorin Posescu, Chief Executive Officer (Tel: 778-558-6746)

ITEM 9. Date of Report

September 23, 2022