North Valley Resources Ltd. (CSE: NVR) is pleased to announce that, due to strong investor demand, it has successfully closed its previously announced non-brokered private placement, including the amended terms announced on July 9, 2026. The Offering was oversubscribed and closed for aggregate gross proceeds of $1,981,083 through the issuance of a combination of critical mineral flow-through common shares, special flow-through units and non-flow-through units.

“We are very pleased with the strong investor support reflected in this oversubscribed financing,” said Cameron Dorsey, CEO of North Valley Resources. “The proceeds will allow us to continue building on the positive results from recent exploration programs as we advance the Comstock Project toward its inaugural 2,500-metre drill program planned for Fall 2026.”

Pursuant to the Offering, the Company issued:

• 2,207,354 Flow-Through Shares at a price of $0.17 per FT Share for gross proceeds of $375,250. No warrants were issued in connection with the FT Shares.
• 4,583,334 Special Flow-Through Units at a price of $0.22 per Special FT Unit for gross proceeds of $1,008,333. Each Special FT Unit consisted of one Special flow-through common share and one-half of one common share purchase warrant, resulting in the issuance of 2,291,667 Unit Warrants.
• 3,983,333 Non-Flow-Through Units (a “NFT Unit”) at a price of $0.15 per NFT Unit for gross proceeds of $597,500. Each NFT Unit consisted of one common share and one-half of Unit Warrant, resulting in the issuance of 1,991,666 Unit Warrants.

Each whole Unit Warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.25 for a period of 24 months from the closing date. All Unit Warrants issued in connection with the Offering will be subject to an acceleration provision whereby, if the closing price of the Company’s common shares equals or exceeds $0.35 for ten (10) consecutive trading days, the Company may accelerate the expiry date of the Unit Warrants to a date that is 30 days following notice to the holders thereof.

All FT Shares and Special FT Units offered in connection with this Offering qualify as a “flow-through share” within the meaning of the Income Tax Act (Canada) (the “Tax Act”). The common shares issuable upon exercise of the Unit Warrants as part of the Special FT Units will not qualify as flow-through shares under the Income Tax Act (Canada).

The gross proceeds from the sale of the FT Shares and Special FT Units will be used to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures”, as such terms are defined in the Tax Act, and for subscribers who are qualifying individuals under the Income Tax Act (British Columbia) (the “BC Tax Act”), these expenditures will also qualify as “BC flow-through mining expenditures”, as defined in section 4.721(1) of the BC Tax Act. These expenditures will be incurred on North Valley Resources’ British Columbia assets, specifically its Comstock property that was optioned in 2021 with the right to earn 100% ownership. The Qualifying Expenditures will be incurred on or before December 31, 2027, and will be renounced in favour of the subscribers with an effective date no later than December 31, 2026, in an aggregate amount not less than the total gross proceeds raised from the issuance of the FT Shares and Special FT Units. The net proceeds from the sale of the NFT Units will be utilized for general working capital.

In connection with the Offering, the Company paid finders’ fees consisting of $102,742 in cash and 664,346 finder warrants, having the same terms as the Unit Warrants, in accordance with the policies of the Canadian Securities Exchange.

All securities issued under the Offering are subject to statutory hold periods expiring four months and one day from the date of closing of the Offering pursuant to applicable securities laws and CSE policy.

About North Valley Resources

North Valley Resources is a well-positioned junior exploration company focused on advancing its flagship Comstock Project, a high-quality exploration asset that is fully permitted for drilling and located in a proven, mining-friendly jurisdiction. The Company is executing a disciplined, systematic exploration strategy aimed at unlocking significant copper and gold potential and advancing Comstock toward the mineral resource stage, while creating meaningful value for shareholders.