Valkea Announces Private Placement of up to $3 Million

NOT FOR DISSEMINATION IN THE UNITED STATES
OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

Valkea Resources Corp. (TSXV: OZ,OTC:OZBKF) (OTCQB: OZBKF) (the "Company" or "Valkea") is pleased to announce a non-brokered private placement for aggregate gross proceeds of up to C$3,000,000 (the "Private Placement").

The Private Placement will consist of up to 6,000,000 units of the Company (the "Units") at a price of C$0.50 per Unit for gross proceeds of up to C$3,000,000. Each Unit will be comprised of one common share of the Company (a "Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant") of the Company.

Each Warrant will entitle the holder to purchase one common share of the Company at an exercise price of C$0.65 for a period of 24 months following the closing date of the Private Placement. If, following the closing date of the Private Placement, the closing price of the Shares on the TSX Venture Exchange (the "TSXV") equals or exceeds $0.90 per Share for a period of ten consecutive trading days during the exercise period, the Company may accelerate the expiry date of the Warrants to the date which is 30 trading days from the date notice is given by the Company, by way of dissemination of a news release, to the holders of the Warrants.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the securities sold under the Private Placement will be offered in all Provinces of Canada except Québec pursuant to the Listed Issuer Financing Exemption under Part 5A of NI 45-106 as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"). Subject to the rules and policies of the TSX Venture Exchange (the "TSXV"), the securities issuable from the sale of Units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws.

There is an offering document (the "Offering Document") related to the Private Placement that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://valkea.ca/investors/life-offering-document/. Prospective investors should read the Offering Document before making an investment decision.

The Private Placement may be closed in one or more tranches. Closing of the Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSXV.

At Closing, the Company may pay a cash finder's fee equal to 6% of gross proceeds introduced by eligible finders. Also, the Company may grant to eligible finders, finder's warrants equal to 6% of the number of Units introduced by the finder on the same terms and conditions as the Warrants comprising the Units.

Proceeds from the Private Placement will be used for exploration and working capital purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Valkea Resources

Valkea Resources is at the forefront of gold exploration in Finland's highly prospective Central Lapland Greenstone Belt (CLGB). With an extensive portfolio of high-potential projects, including the flagship Paana project, Valkea Resources is committed to discovering and advancing significant gold deposits in one of the world's emerging gold districts.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Forward-Looking Information: This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements in this news release include statements regarding, among others, the anticipated closing of the Private Placement, the anticipated size of the Private Placement, the receipt of all regulatory approvals in respect of the Private Placement, including approval of the TSXV, the participation of insiders, the expected use of proceeds from the Private Placement, certain expenses qualifying as flow though mining expenditures, and the expected timing for incurrence and renouncement of expenses. Although Valkea believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration successes, continued availability of capital and financing, general economic and market or business conditions. These forward-looking statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals, the ability of Valkea and other parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Valkea's proposed transactions and programs on reasonable terms, and the ability of third party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Valkea does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/271274