Valhalla Metals Inc. entered into a non-binding letter of intent to acquire SolidusGold Inc. (TSXV:SDC) from Futura Capital Ltd and others for CAD 27.5 million in a reverse merger transaction on September 21, 2021. Valhalla Metals Inc. entered into a definitive agreement to acquire SolidusGold Inc. from Futura Capital Ltd and others in a reverse merger transaction on February 7, 2022. Pursuant to the transaction, Solidus expects to issue approximately 50 million post consolidation common shares to the holders of common shares in the capital of Valhalla, with such Solidus Shares being issued to the Valhalla shareholders on a pro rata basis. Solidus will consolidate each issued and outstanding Solidus common share on a 5:1 basis. Upon successful completion of the proposed acquisition, it is anticipated that Solidus will maintain its listing as a Tier 2 Mining issuer on the TSX Venture Exchange and will carry on the combined business of Solidus and Valhalla (the "Resulting Issuer"). Following completion of the transaction but prior to the completion of any concurrent private placement as discussed below, shareholders of Solidus would hold approximately 20% of the Resulting Issuer with shareholders of Valhalla holding the remaining 80%. As of June 20, 2022, SolidusGold announced a non-brokered private placement of a minimum of 4 million Subscription Receipts. It is anticipated that the board of Solidus will continue as the board of the Resulting Issuer and that management of Solidus will remain unchanged. Upon completion of the transaction, Solidus intends to change its name to "Valhalla Metals Inc." or such name a s Valhalla and Solidus may determine, and the parties expect that the TSX-V will assign a new trading symbol for the Resulting Issuer. Upon closing of the transaction, the directors and officers will be: Directors: Rick Van Nieuwenhuyse (Chairman of the Board), Sorin Posescu, Joe Piekenbrock and Raj Chowdhry; Officers: Sorin Posescu (President & Chief Executive Officer) and Kara Norman (Chief Financial Officer and Corporate Secretary).

The transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the transaction on or before December 31, 2021, or such other date as the parties may agree (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of satisfactory due diligence investigations, the completion of a private placement by Solidus, the completion of the Consolidation, the approval of the TSX-V, approval of Board of Directors of Valhalla, approval of shareholders of Valhalla and SolidusGold, TSXV shall have conditionally approved the listing of the Resulting Issuer, all of the current directors and officers of each of Solidus shall have resigned and other applicable regulatory authorities. Valhalla shareholder approval of the transaction is expected to be obtained by way of written consent, with the disinterested shareholders of Valhalla (i.e. Valhalla shareholders other than Bonnie Broman and Sorin Posescu) approving the transaction. Solidus received shareholder approval for the transaction at its shareholder meeting held on June 21, 2022. As of July 6, 2022, the transaction has received the conditional approval of TSX Venture Exchange Inc. As of February 8, 2022, the transaction is expected to close by June 30, 2022. As of May 19, 2022, the proposed transaction is expected to close on before July 31, 2022. As of June 20, 2022, the transaction is expected to close shortly following the shareholder meeting to be held on June 21, 2022 and before July 31, 2022.

Red Cloud Securities, Inc. acted as fairness opinion provider to SolidusGold Inc. Computershare Investor Services Inc. acted as transfer agent to SolidusGold. Denis Silva of DLA Piper (Canada) LLP acted as legal advisor to SolidusGold. Clint Foss of Dorsey & Whitney LLP acted as the legal advisor to Valhalla.

Valhalla Metals Inc. completed the acquisition of SolidusGold Inc. (TSXV:SDC) from Futura Capital Ltd and others in a reverse merger transaction on September 16, 2022. Valhalla completed its private placement with Marubeni Metals & Minerals (Canada) Inc. ("Marubeni") whereby Marubeni made a strategic equity investment of approximately CAD 8.3 million for 16.6 million Subordinate Voting Shares at a price of CAD 0.50 per share on a post-consolidated basis. Valhalla also completed a subscription receipt financing for gross proceeds of CAD 1.9 million (the "Concurrent Private Placement").