Valhalla Metals : NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR for the Annual General Meeting of Shareholders to be held on June 14, 2024

VALHALLA METALS INC.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

for the Annual General Meeting of

Shareholders

to be held on June 14, 2024

Dated as of May 8, 2024

VALHALLA METALS INC.

Suite 2700, 1133 Melville Street

Vancouver, British Columbia V6E 4E5

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Meeting") of the shareholders of VALHALLA METALS INC. (the "Company") will be held at Suite 2700, 1133 Melville Street, Vancouver, British Columbia, on June 14, 2024, at 10:00 a.m., Pacific Daylight Time, for the following purposes:

1. To receive and consider the report of the directors and the consolidated financial statements of the Company together with the auditor's report thereon for the financial year ended December 31, 2023.
2. To fix the number of directors at four (4).
3. To elect directors for the ensuing year.
4. To appoint the auditors for the ensuing year at a remuneration to be fixed by the directors.
5. To ratify and approve the share compensation plan of the Company, as more particularly described in the accompanying management information circular.
6. To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The accompanying management information circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice.

DATED this 8th day of May, 2024.

BY ORDER OF THE BOARD

"Sorin Posescu"

Sorin Posescu

Chief Executive Officer

VALHALLA METALS INC.

Suite 2700 - 1133 Melville Street

Vancouver, British Columbia V6E 4E5

MANGEMENT INFORMATION CIRCULAR

(As at May 8, 2024, except as indicated otherwise)

Valhalla Metals Inc. (the "Company") is providing this management information circular (the "Information Circular") and a form of proxy in connection with management's solicitation of proxies for use at the annual general meeting (the "Meeting") of the Company to be held on June 14, 2024 and at any adjournments thereof. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder's behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of the Company (the "Management Proxyholders").

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

To be effective, the proxy must be duly completed and signed and then deposited by mail to Computershare Investor Services (Attention: Proxy Department) at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, in the enclosed self-addressed envelope, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the meeting, or any adjournment thereof. An instrument of proxy may also be voted using a touch-tone telephone at 1-866-732-8683. Alternatively, a registered shareholder can

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complete internet voting by logging on at www.investorvote.com and entering the control number located on the address box of the shareholder's instrument of proxy.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered"shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administeredRRSP's, RRIF's, RESP's and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a "Nominee"). If you purchased your shares through a broker, you are likely a non-registeredholder.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as "non-objecting beneficial owners" ("NOBOs"). Those non-registered holders who have objected to their Nominee disclosing ownership information about themselves to the Company are referred to as "objecting beneficial owners" ("OBOs").

The Company is not sending the Meeting materials directly to NOBOs in connection with the Meeting, but rather has distributed copies of the Meeting materials to the Nominees for distribution to NOBOs.

The Company does not intend to pay for Nominees to deliver the Meeting materials and Form 54-101F7 - Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive the Meeting Materials unless their Nominee assumes the costs of delivery.

NOTICE-AND-ACCESS

The Company is not sending the Meeting materials to shareholders using "notice-and-access", as defined under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a shareholder, his or her attorney authorized in writing or, if the shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.

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CURRENCY

This Information Circular contains references to Canadian dollars and United States dollars. References in this Information Circular to "$" are to Canadian dollars and references to "US$" or "USD$" are to United States dollars.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of Subordinate Voting Shares without par value (the "Subordinate Voting Shares" or "Common Shares") and an unlimited number of Multiple Voting Shares without par value (the "Multiple Voting Shares"), of which 35,016,636 Subordinate Voting Shares and 482,087 Multiple Voting Shares are issued and outstanding as at May 8, 2024. Persons who are registered shareholders at the close of business on May 8, 2024 will be entitled to receive notice of and vote at the Meeting. Holders of Subordinate Voting Shares will be entitled to one vote for each share held and holders of Multiple Voting Shares will be entitled to 100 votes for each share held. The Company has only two classes of shares.

Each Multiple Voting Share is convertible to 100 Subordinate Voting Shares at the request of the shareholder and in the discretion of the Company. Because of these conversion rights, for market capitalization and financial analysis purposes, the Company believes it is appropriate to convert the Multiple Voting Shares to Subordinate Voting Shares and add the product of the conversion to the number of Subordinate Voting Shares outstanding. When doing so, the sum of Subordinate Voting Shares (35,016,636) and converted Multiple Voting Shares (48,208,700) equals 83,225,336 Subordinate Voting Shares as at May 8, 2024.

To the knowledge of the directors of the Company ("Directors" or "directors") and executive officers of the Company, no person beneficially owns, controls or directs, directly or indirectly, shares carrying 10% or more of the voting rights attached to all shares of the Company, except the following:

			No. of Shares Beneficially Owned,		Percentage of Voting
			Controlled or Directed, Directly or
	Name		Indirectly		Rights(1)
	Marubeni Metals & Minerals		16,580,000 Subordinate Voting Shares		19.9%
	(Canada), Inc.
	Bonnie Broman		232,222 Subordinate Voting Shares	44.4%
			367,299 Multiple Voting Shares (2)
	Curt Freeman		233,333 Subordinate Voting Shares	11.3%
			91,827 Multiple Voting Shares (3)

Notes:

1. Based on 83,225,336 Subordinate Voting Shares issued and outstanding as at May 8, 2024 assuming conversion of all issued and outstanding Multiple Voting Shares.
2. The Multiple Voting Shares beneficially owned by Bonnie Broman are held by a company wholly owned by Ms. Broman, Valhalla Mining, LLC.
3. The Multiple Voting Shares beneficially owned by Curt Freeman are held by companies wholly owned by Mr. Freeman, being Goldstream Investments, LLC. (the registered holder of 35,688 Multiple Voting Shares) and Anglo Alaska Gold Corp. (the registered holder of 56,139 Multiple Voting Shares).

ELECTION OF DIRECTORS

The Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

Shareholder approval will be sought to fix the number of Directors of the Company at four (4).

The Company has an audit committee (the "Audit Committee") of the board of directors of the Company (the "Board of Directors" or "Board"), Compensation, Corporate Governance and Nominating Committee

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(the "Compensation Committee") and Environmental, Social and Governance Committee (the "ESG Committee") of the Board. Members of the Audit Committee, Compensation Committee and ESG Committee are as set out below.

Management of the Company proposes to nominate each of the following persons for election as a Director. Information concerning such persons, as furnished by the individual nominees, and each other person whose term of office as a Director will continue after the Meeting, is as follows:

	Principal Occupation or			Number of Subordinate Voting
	employment and, if not a	Previous		Shares Beneficially Owned,
Name, Jurisdiction of	previously elected Director,	Service as a		Controlled or Directed, Directly or
Residence and Position	occupation during the past 5 years	Director		Indirectly(4)
Rick Van Nieuwenhuyse (1)(2)(3)	Professional Geologist; President and	Director	3,023,992
Fairbanks, Alaska, United	CEO of Contango ORE, Inc. since	since April
States	2020; Director and/or executive officer	13, 2011
Chairman	of various public companies.
Sorin Posescu	Professional Geologist; Director	Director	3,070,546(5)
Vancouver, British Columbia,	and/or executive office of various	since
Canada	public companies. VP of Exploration	November 5,
President, CEO & Director	of Brixton Metals from 2012 to 2020	2016
Joseph Piekenbrock (1)(2)(3)	Professional Geologist; Senior VP of	Director	900,000
Evergreen, Colorado, United	Exploration at NovaCopper Inc. from	since April
States	2012 to 2014; VP Exploration of	13, 2011
Director	NovaGold Resources Inc. 2003-
	2012. Chief Exploration Officer or
	Western Alaska Minerals since 2021
Raj Chowdhry (1)(2)(3)	Independent Businessman;	Director	1,074,128
Vancouver, British Columbia,	Chartered Accountant; Director	since April
Canada	and/or executive officer of various	13, 2011
Director	public companies.

Notes:

1. Member of the Audit Committee.
2. Member of the Compensation Committee.
3. Member of the ESG Committee
4. Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at May 8, 2024, based upon information furnished to the Company by individual Directors. Unless otherwise indicated, such shares are held directly. Subordinate Voting Shares are entitled to one vote for each share held and Multiple Voting Shares are entitled to 100 votes for each share held.
5. Includes shares held through MA2 Capital Inc., a private company controlled by Mr. Posescu.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

To the knowledge of the Company, no proposed Director:

1. is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a Director, chief executive officer ("CEO") or chief financial officer ("CFO") of any company (including the Company) that:
2. 1. was the subject, while the proposed Director was acting in the capacity as Director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or
   2. was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed Director ceased to be a Director, CEO or CFO but which resulted from an event

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that occurred while the proposed Director was acting in the capacity as Director, CEO or CFO of such company; or

1. is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a Director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
2. has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed Director; or
3. has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
4. has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed Director.

The following Directors of the Company hold directorships in other reporting issuers as set out below:

Name of Director		Name of Other Reporting Issuer
Rick Van Nieuwenhuyse		Contango Ore, Inc., American Copper Development Corp.
Raj Chowdhry		AsiaBaseMetals Inc.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following disclosure (presented in accordance with National Instrument Form 51-102F6V - Statement of Executive Compensation - Venture Issuers sets forth the compensation paid, awarded, granted, given or otherwise provided to each named executive officer and director for the most recently completed financial year.

Compensation Discussion and Analysis

Share Compensation Plan

Overview

At the special meeting of the shareholders of the Company held on June 21, 2022, the shareholders approved a "rolling up to 10%" omnibus plan (the "Share Compensation Plan") pursuant to which the total number of Subordinate Voting Shares which may be issued pursuant to restricted share units (the "RSUs") awarded and stock options (the "Options") granted under the Share Compensation Plan, in the aggregate, is equal to up to a maximum of 10% of the issued and outstanding Subordinate Voting Shares, assuming the conversion of all Multiple Voting Shares to Subordinate Voting Shares, at the time of the award or grant.

The Share Compensation Plan provides that the Board may from time to time, in its discretion, grant to the Eligible Person (as such term is defined below) selected by the Administrators (as such term is defined

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below) to participate the Share Compensation Plan (each, a "Participant"), who may include participants who are citizens or residents of the United States (each, a "US Participant"), with the opportunity, through RSUs and Options, to acquire an ownership interest in the Company.

The purpose of the Share Compensation Plan is to provide an incentive to the directors, officers, employees and consultants of the Company or any of its subsidiaries to achieve the longer-term objectives of the Company; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Company; and to attract to and retain in the employ of the Company or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Company.

The RSUs will rise and fall in value based on the value of the Resulting Issuer Shares. Unlike the Options, the RSUs will not require the payment of any monetary consideration to the Company. Instead, each RSU represents a right to receive one Subordinate Voting Share or a lump sum payment in cash following the attainment of vesting criteria determined by the Administrators at the time of the award (subject to Exchange Policies). See "Restricted Share Units - Vesting Provisions" below. The Options, on the other hand, are rights to acquire Subordinate Voting Shares upon payment of monetary consideration (i.e., the exercise price), subject also to vesting criteria determined at the time of the grant. See "Options - Vesting Provisions" below.

Purpose of the Share Compensation Plan

The stated purpose of the Share Compensation Plan is to advance the interests of the Company and its subsidiaries, and its shareholders by: (a) ensuring that the interests of Participants are aligned with the success of the Company and its subsidiaries; (b) encouraging stock ownership by such persons; and (c) providing compensation opportunities to attract, retain and motivate such persons.

The following people (each, an "Eligible Person") are eligible to participate in the Share Compensation Plan: any Director, Officer, Employee, Management Company Employee and Consultant (as these terms are defined in the Share Compensation Plan).

Administration of the Share Compensation Plan

The Share Compensation Plan is administered by the Board or such other persons as may be designated by the Board from time to time (the "Administrators") through the recommendation of the Compensation Committee. The Administrators determine the eligibility of persons to participate in the Share Compensation Plan, when RSUs and Options will be awarded or granted, the number of RSUs and Options to be awarded or granted, the vesting criteria for each award and all other terms and conditions of each award and grant, in each case in accordance with applicable securities laws and the requirements of the Exchange.

Number of Shares Available for Issuance under the Share Compensation Plan

The number of Subordinate Voting Shares available for issuance upon the vesting of RSUs awarded and Options granted under the Share Compensation Plan is limited to 10% of the issued and outstanding Subordinate Voting Shares, assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares, at the time of any grant.

Restrictions on the Award of RSUs and Grant of Options

The awards of RSUs and grants of Options (collectively, the "Security Based Compensation") under the Share Compensation Plan is subject to a number of restrictions:

1. the total number of Subordinate Voting Shares issuable pursuant to all Security Based Compensation granted or awarded under the Share Compensation Plan and any other share compensation arrangements of the Company cannot exceed 10% of the Subordinate Voting

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Shares, assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares, then outstanding;

1. unless the Company obtains disinterested shareholder approval, the maximum aggregate number of Subordinate Voting Shares issuable pursuant to all Security Based Compensation granted or issued under the Share Compensation Plan and any other share compensation arrangements of the Company to any one Participant in any 12 month period cannot exceed 5% of the Subordinate Voting Shares, assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares, then outstanding;
2. the maximum number of Subordinate Voting Shares issuable pursuant to all Security Based Compensation granted or issued under the Share Compensation Plan and any other share compensation arrangements of the Company in any 12 month period to any one Consultant shall not exceed 2% of the Subordinate Voting Shares, assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares, then outstanding; and
3. the maximum aggregate number of Common Shares issuable pursuant to all Options granted to Investor Relations Service Providers (as such term is defined in the Share Compensation Plan) under the Share Compensation Plan and any other share compensation arrangements of the Company in any 12 month period in aggregate shall not exceed 2% of the Subordinate Voting Shares, assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares, then outstanding; provided, that Options granted to any and all Investor Relations Service Providers must vest in stages over a period of not less than 12 months with no more than ¼ of the Options vesting in any three month period in accordance with the vesting requirements set out in the Exchange Policies.

The following restrictions also apply to the Share Compensation Plan in accordance with Exchange Policy 4.4:

1. All Security Based Compensation granted or issued under the Share Compensation Plan is non- assignable and non-transferable;
2. Unless the Company obtains disinterested shareholder approval, the maximum aggregate number of Subordinate Voting Shares issuable pursuant to all Security Based Compensation granted or issued under the Share Compensation Plan to Insider Participants (as such term is defined in the Share Compensation Plan) as a group shall not exceed 10% of the issued and outstanding Subordinate Voting Shares, assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares, then outstanding at any point in time;
3. Unless the Company obtains disinterested shareholder approval, the maximum number of Subordinate Voting Shares issuable pursuant to all Security Based Compensation granted or issued under the Share Compensation Plan in any 12 month period to Insider Participants as a group (together with those Subordinate Voting Shares issuable pursuant to any other share compensation arrangement) shall not exceed 10% of the issued and outstanding Subordinate Voting Shares, assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares, calculated as at the date that such Security Based Compensation is granted or issued to any Insider Participant;
4. Investor Relations Service Providers (as defined in the Share Compensation Plan) may not receive any Security Based Compensation other than Options; and
5. Any Security Based Compensation granted or issued to any Participant who is a Director, Officer, Employee, Consultant or Management Company Employee must expire within 12 months following the date the Participant ceases to be an Eligible Person under the Share Compensation Plan.